Africa Adventures Investco Limited - Limited company accounts 25.1

REGISTERED NUMBER: 16199242 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 21ST JANUARY 2025 TO 31ST OCTOBER 2025

FOR

AFRICA ADVENTURES INVESTCO LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

8

Report of the Independent Auditors

10

Consolidated Statement of Profit or Loss and Other Comprehensive Income

12

Consolidated Statement of Financial Position

13

Company Statement of Financial Position

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Statement of Cash Flows

17

Company Statement of Cash Flows

18

Notes to the Consolidated Financial Statements

19

DIRECTORS:

Mr J H Ferreira

Mr M J Froggatt

Mr E J Kump

Mr Z A Moledina

Mr T. Moledina

Ms G L Sangudi

Mr D P Scowsill

Mr S K Arnold

SECRETARY:

Mr D Gudka

REGISTERED OFFICE:

98 Bessborough Road

Harrow

Middlesex

HA1 3DH

REGISTERED NUMBER:

16199242 (England and Wales)

AUDITORS:

PSJ Alexander & Co

Chartered Accountants & Statutory Auditors

1 Doughty Street

London

WC1N 2PH

INTRODUCTION

The Directors present their group strategic report and the audited consolidated financial statements for Africa Adventures Investco Limited (the "Company") and its subsidiaries (together referred to as the "Group") for the period from incorporation on 21 January 2025 to 31 October 2025.

CORPORATE STRUCTURE AND FUNDING

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

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

The acquisitions were financed through a combination of equity and debt financing which comprised:

1. the issue of new shares totalling $36.5 million;

2. new bank loans totalling $42.0 million; and

3. the issue of an unsecured loan note of $16.0m to the immediate parent company.

PRINCIPAL ACTIVITY

The principal activity of the Group is the provision of destination management services, acting as a B2B tour operator in Africa.

The principal activity of the Company is that of an investment holding company.

BUSINESS MODEL

The Group's business model is centred on providing high-quality, experience-driven travel services across East Africa. It operates multiple destination management companies, including Pollman's and Ranger. The Group also operates ARP Africa Travel Limited in the United Kingdom, which provides marketing and sales support to its international client base.

The Group works with over 600 international travel agents in 50 countries across five continents, arranging over 100,000 travel experiences annually for global visitors to East Africa. The Group's business model is characterised by its commitment to creating high-quality jobs and promoting sustainable tourism in the region. It focuses on expanding into new source markets and destination markets, leveraging technology to drive efficiency and enhance customer experiences.

The Group intends to invest in new 4×4 vehicles equipped with enhancements for clients' comfort and optimal game viewing. It also plans to invest in new IT infrastructure and reservation management systems to improve its service delivery and further enhance customer experience. The Group's strategic partnership with Alterra aims to accelerate the Group's expansion across East Africa and beyond, supporting growth, creating high-quality jobs, and contributing to conservation in the region.

STRATEGY

The Group's strategy focuses on expanding its presence across East Africa and beyond through strategic investments and partnerships. It aims to enhance its operational capabilities, broaden market reach, and leverage technology to drive efficiency and overall customer experiences.

By maintaining a predominantly East African workforce and committing to sustainable growth and employment, the Group is well-positioned to capitalise on the increasing demand for high-quality, experience-driven travel. The firm's investment in the Group is a testament to its confidence in the long-term growth potential of Africa's tourism sector.

BUSINESS REVIEW

The Company was incorporated during the period to facilitate the acquisition of the Group's trading entities. As this represents the Group's first reporting period, no comparative figures and key performance indicators (KPIs) are presented for the prior period.

The Group measures its performance using the following key performance indicators on a consolidated basis:

Period ended

31 October 2025

$

Turnover

69,446,238

Gross Profit

17,385,722

Profit/(Loss) after tax

2,005,943

The Directors employ a number of KPls to monitor the performance of the Group on a monthly basis. These include financial indicators such as margin per passenger and gross margin, and non-financial indicators such as sales volumes and conversion rates.

During the period, the travel industry experienced strong demand, with activity levels exceeding those seen prior to the pandemic. While geopolitical and macroeconomic conditions remain uncertain at present, the medium-term outlook of the African travel industry is positive, supported by continued demand across the Group's key markets.

PRINCIPAL RISKS AND UNCERTAINTIES

Successful management of existing and emerging risks is critical to the long-term success of the Group's business. To take advantage of market opportunities and leverage the potential for success, a reasonable level of risk must be accepted. Therefore, risk management is an integral component of the Group's business and corporate governance. The Group's risk management system is not limited to identifying only those developments that could jeopardise the Group's continued existence, but it also includes the active management of all other material risks.

There are several risks associated with the Group's activities, including fluctuations in currency values, terrorism, civil unrest, strikes, illness, bad weather and other natural occurrences.

The Consolidated Statement of Financial Position demonstrates the Directors' strong belief that prudent management of cash reserves is of utmost importance. This enables the Group to manage all the risks described below and to weather any prolonged downturn in business. The risks listed below are the principal risks to which we are exposed but are not exhaustive and will evolve over time due to the dynamic nature of the business.

Market risk

The Group is reliant on the desire of the end-customers to go on tailor-made safaris. The Group has seen strong demand for travel in all markets post pandemic. This is expected to continue in the short-term despite ongoing inflationary and cost-of-living pressures on the general economy.

Financial risk

The Group's principal financial instruments are trade and other payables and trade and other receivables. The main purpose of these financial instruments is to maintain funds for the Group's operations. Exposure to price risk is limited by the financial instruments used by the Group. The Group's approach to managing other risks applicable to the financial instruments is shown below.

Liquidity risk

In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of current accounts, deposit accounts and loan facilities.

The Group monitors its cash balances on a regular basis to ensure that all foreseeable future needs can be met from available resources.

Foreign exchange risk

The Group has exposure to currency movements due to the timing of payments to suppliers in foreign currencies. It manages foreign exchange risk primarily through natural hedging, by aligning foreign-currency inflows and outflows within the Group to minimise net exposure.

Credit risk

The Group's principal financial assets are cash and trade and other receivables. The Group does not have significant credit risk. All amounts due from customers must be settled prior to departure, thus minimising exposure to credit risk, and all cash is held by banks with high credit ratings assigned by international rating agencies.

Reliance on key suppliers

Providers of holidays are exposed to the inherent risk of failure in their key suppliers, particularly hotels. This is heightened by the industry convention of paying hoteliers in advance ("prepayments") to secure a level of room allocations for the season, as well as in areas where a single supplier is used to provide a service. There is the risk that the Group is unable to continue with its core operations in the event of a major service failure from its key suppliers. Methods of mitigating the risk include:

-

Use of reputable and financially stable suppliers, particularly in areas where a single supplier is used to provide a service.

-

Strong working relationship with all key suppliers and regularly monitoring suppliers' performance against agreed terms and conditions.

Disruptions within the Group's destinations

Providers of holidays are exposed to the inherent risk of external events affecting destinations. This can include political instability or wars close to the Group's destinations in Africa or outbreak of disease.

There is the risk that if such an event occurs and impact one or more of our destinations, the Group could potentially suffer operational disruption and costs. The event could lead to a significant decline in demand for holidays to the affected destinations over an extended period of time.

The Group mitigates this risk by implementing the following measures:

-

offering safari holidays to multiple destinations to reduce dependence on a single region or country;

-

reviewing cancellations and rebooking options to customers in case of disruptions to retain goodwill and encourage future bookings;

-

offering alternative safaris packages where possible;

-

having a comprehensive crisis management plan to respond quickly to external disruptions;

-

establishing clear communication with customers, employees and stakeholders during emergencies;

-

maintaining transparent and proactive communication with customers about any safety concerns;

-

ensuring agreements with our service providers allow for adjustments or refunds in emergencies without incurring excessive costs; and

-

conducting regular risk assessments to identify and respond to emerging threats.

Security health and safety breach

The safety and security of customers is of paramount importance to any holiday service provider. There is a risk of accidents, incidents or events occurring causing illness, injury or death to customers whilst on a holiday. In addition to the harm caused to the affected individual(s), this could result in disruption to operational activities, reputational damage to the business and financial liabilities through loss of earnings, lack of demand or legal claims being brought by the affected parties. The Group works closely with suppliers who have demonstrated strong compliance of local and international safety standards. The Group also inspects facilities, transportation and activities to identify and mitigate hazards.

SECTION 172 STATEMENT

Section 172 of the Companies Act 2006 mandates that the Board of Directors must work towards the success of the Company for the collective benefit of its members as a whole, while also considering the interests of employees, customers, suppliers and various stakeholders.

The following section has been prepared from a Group perspective, reflecting the manner in which the Company is managed and the unified strategy under which each entity within the Group operates. Where relevant, specific items relevant to the Company have been identified.

The Group identifies several key stakeholder groups, including employees, customers, suppliers, business partners, and the communities in which it operates.

The Directors affirm that throughout the period under review, their business decisions have been aimed at promoting the long-term success of the Company, while also considering the impact of those decisions on the Group as a whole, for the benefit of shareholders, while also considering the potential impacts on the Group's stakeholders. Factors often considered include the long-term consequences of decisions, employee interests, relationships with customers and suppliers, community and environmental impact, maintaining the Group's reputation, and ensuring fairness for all Group members.

The Board is committed to making decisions with a long-term perspective, aiming to understand and respect the views and needs of the Company and Group's stakeholders and its ultimate shareholders, to whom the Group is accountable. Directors receive regular updates on stakeholder perspectives from senior management and strive to balance stakeholder preferences, which supports the achievement of the Group's long-term growth objectives.

EMPLOYEES

The Group recognises that its employees are fundamental to the delivery of safe, high quality safari and travel services and to the achievement of its strategic objectives. The workforce is comprised of travel consultants, operations and logistics staff, marketing personnel, tour coordinators, and management with specialist knowledge of safari destinations and customer service. The Group seeks to attract, retain, and develop skilled employees who share its commitment to customer satisfaction, sustainability, and responsible tourism.

The Group is committed to providing equal opportunities in employment and to creating a diverse and inclusive workplace. Recruitment, promotion, and remuneration decisions are based on merit and ability, without discrimination on the grounds of gender, age, disability, ethnicity, religion, or any other protected characteristic. The Directors consider that the experience, dedication, and professionalism of the Group's employees represent a significant competitive advantage and will continue to support the Group's growth and long-term sustainability.

EMPLOYMENT OF DISABLED PERSONS

The Group is committed to equality of opportunity and aims to ensure that disabled persons are treated fairly in all aspects of employment.

Applications for employment by disabled persons are given full and fair consideration, having regard to the individual's abilities and aptitudes in relation to the requirements of the role.

Where an employee becomes disabled during their employment, the Group seeks, wherever practicable, to continue their employment, including by making reasonable adjustments to working arrangements and by providing appropriate support and training.

The Group also seeks to ensure that disabled employees are afforded appropriate opportunities for training, career development and promotion on an equal basis with other employees.

STATEMENT ON ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHER STAKEHOLDERS

The Group aims to develop and maintain strong, transparent and collaborative relationships with its suppliers recognising that such relationships are important to the quality, reliability and sustainability of its operations.

The Group's principal customers are private individuals and corporate clients purchasing safari travel packages and related services. These services include the organisation of accommodation, transportation, guided tours, and bespoke travel itineraries. The Directors recognise the importance of building and maintaining long-term relationships with customers and continue to focus on providing high-quality, safe, and reliable travel experiences.

Customer data is processed in accordance with data protection legislation, and systems are in place to ensure the confidentiality and security of personal information. The Directors consider that relationships with customers remain strong and that the business model does not depend on a small number of key customers.

In taking the principal decisions during the year, the Directors considered the impact of those decisions on the Group's key business relationships, alongside the long-term financial performance and operational resilience of the business.

COMMUNITY AND THE ENVIRONMENT

We are deeply committed to protecting the environment and promoting sustainable practices throughout our operations. We recognise the immense value of our natural ecosystems and the need to preserve them for future generations. The Group's environmental policy outlines its commitment to environmental stewardship, conservation, and minimizing our ecological footprint.

The Group also recognises the importance of protecting and preserving the natural resources and cultural heritage of the regions in which it operates. We are committed to integrating sustainable practices into all aspects of our business operations, promoting responsible tourism, and contributing to the well-being of local communities. The Group's sustainability policy outlines its commitment to environmental conservation, social responsibility, and long-term economic viability.

FUTURE DEVELOPMENTS

The Group is poised for significant growth and development in the coming years. Here are some key future developments:

-

Expansion of Destination Management Services: The Group is expanding its services, including Pollman's Tours and Safaris Limited

(Kenya) and Ranger Safaris Limited (Tanzania), to cater to a wider range of travellers and destinations.

-

Investment in Technology and Innovation: The Group is leveraging technology to enhance customer experiences and operational efficiency,

aiming to improve the overall travel experience.

-

Commitment to Sustainable Growth: The Group is dedicated to sustainable tourism and job creation, maintaining a predominantly East

African workforce.

-

Partnership with Alterra Capital Partners: The strategic partnership with Alterra Capital Partners is expected to unlock new opportunities

and drive the future of African tourism.

-

These developments reflect the Group's commitment to innovation, sustainability, and growth in the tourism sector, positioning the Group

for continued success and impact in East Africa.

GOING CONCERN

The Directors have reviewed the Group's forecasts and projections, taking into account reasonably possible changes in trading performance, and are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future. The forecasts also reflect a material near-term cash outflow of approximately $14.8 million in respect of deferred contingent consideration (earn-out), which is expected to be settled shortly after 15 June 2026 when the audit report of Africa Adventures Bidco Limited was signed. This payment has been incorporated into the Group's liquidity planning and available funding headroom.

Sensitivities have been applied to these forecasts taking into consideration matters such as a drop in gross margin, fuel price surges and interest rate fluctuations. Taking these sensitivities into account, the Group has adequate headroom within its facilities and risk management measures to continue in operation. Accordingly, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing these financial statements.

As at 31 October 2025, the Group had cash resources of $25,495,892, current assets of $38,646,967, current liabilities of $32,668,486, net assets of $38,195,701 and it was in compliance with all externally imposed capital requirements and financial covenants applicable at that date. As disclosed in note 22, the Accordion banking facility permits the Group to request an additional funding of $7.5m, subject to the lenders' approval and compliance with leverage and other conditions. No amounts were drawn under the Accordion Facility during the reporting period.

Under the terms of the Group's bank loan agreement, Africa Adventures Bidco Limited ("Bidco"), a wholly owned subsidiary of the Company, was required to deliver its consolidated financial statements to the lending banks by 30 April 2026. This deadline was missed. Subsequently, the directors received formal confirmation from the lenders that they have condoned the delayed delivery of the Bidco's annual financial statements on the basis of an anticipated submission to be no later than 15 June 2026 - this deadline was met. The directors are in ongoing dialogue with the lending banks and, in light of this confirmation from the banks and subsequent submission, do not anticipate that the delayed submission will result in any enforcement action or have a material adverse impact on the Group's financial position. Accordingly, no adjustment has been made to these financial statements.

POST BALANCE SHEET EVENTS

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

STREAMLINED ENERGY AND CARBON REPORTING (SECR) REPORT

This report sets out the Group's energy use, greenhouse gas (GHG) emissions and energy efficiency actions for the financial period ended 31 October 2025. The disclosures are made in compliance with the Streamlined Energy and Carbon Reporting (SECR) requirements and are included within this report.

The Group recognises its responsibility to minimise environmental impact and is committed to reducing energy consumption and carbon emissions while supporting long-term sustainable growth.

Energy consumption analysis is based on fleet activities in Kenya and Tanzania, where operational control and oversight is exercised from the United Kingdom. Disclosure of these overseas activities is provided on a voluntary basis to enhance transparency. UK energy use is not a material contributor to the Group's overall energy consumption and is not separately material to the SECR intensity metrics presented.

Energy consumption and emissions data have been compiled using:

-

Utility invoices and meter readings

-

Fuel purchase records

-

Approved UK Government emission conversion factors (DEFRA)

The greenhouse gas emissions are reported in tonnes of carbon dioxide equivalent (tCO2e) and are calculated using the location-based method.

Total energy consumption for the period was as follows:

Energy source

Consumption

kWh

Electricity

129,148

Natural gas

-

Fuel (diesel/petrol)

9,515,964

Total Energy Use

9,645,112

The Group's energy consumption mainly arises from:

-

Office buildings and operational premises

-

Transport and fleet usage

-

IT infrastructure and equipment

The Group's Scope 1 and Scope 2 emissions for the period were:

Emission category

tCO2e

Scope 1 (Direct emissions - gas, fuel)

2,259

Scope 2 (Indirect emissions - electricity)

27

Total emissions

2,286

Scope 3 emissions are currently excluded from this report due to data unavailability; however, the Group intends to develop measurement processes in future reporting periods.

To provide meaningful comparison over time, the Group's reports an intensity ratio as follows:

-

32.9 tCO2e

per $1 million turnover; or

-

4.5 tCO2e

per employee

These metrics enable management to track carbon efficiency relative to business growth and operational scale.

During the financial period, the Group implemented several initiatives aimed at reducing energy usage and carbon emissions, including:

-

Replacement of traditional lighting with LED energy-efficient systems across premises

-

Introduction of energy-efficient office equipment and appliances

-

Improved building insulation and temperature controls

-

Encouraging remote working and reduced business travel

-

Staff awareness campaigns promoting responsible energy usage

These initiatives help to contribute to a reduction in energy consumption where applicable.

The Group plans to continue improving its environmental performance by:

-

Conducting an energy audit across all locations

-

Investing in renewable energy sources where feasible

-

Transitioning company vehicles to low-emission or electric alternatives

-

Implementing smart metering and real-time monitoring

-

Expanding data capture for Scope 3 emissions

Management has set medium-term targets to reduce total emissions and improve energy efficiency year on year.

The Board of Directors has overall responsibility for environmental performance and sustainability reporting. Operational responsibility for data collection and energy management is delegated to senior management.

Environmental risks and opportunities are considered as part of the Group's strategic planning and risk management framework.

This SECR report has been prepared in accordance with:

-

The UK Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018

-

Relevant IFRS disclosure principles for fair presentation; and

-

UK Government environmental reporting guidance

ON BEHALF OF THE BOARD:

Mr J H Ferreira - Director

24th July 2026

The Directors present their report and the consolidated financial statements of the Group for the period ended 31 October 2025.

RESULTS AND DIVIDENDS

The profit for the period for the Group, after taxation, amounted to $2,005,943.

The loss for the period for the Company, after taxation, amounted to $34,029.

INCORPORATION OF THE COMPANY AND FORMATION OF THE GROUP

Africa Adventures Investco Limited was incorporated on 21 January 2025.

The Group was formed during the financial period through the incorporation of intermediary holding companies and the subsequent acquisition of subsidiary undertakings on 30 May 2025.

DIVIDENDS

No dividend was paid during the period.

EVENTS SINCE THE END OF THE PERIOD

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

DIRECTORS

The Directors who served during the period and up to the date of signing this report were:

Mr F Scheepers

(appointed 22 January and resigned on 5 August 2025)

Mr S Arnold

(appointed 22 March 2026)

Mr J H Ferreira

(appointed 5 August 2025)

Mr M J Froggatt

(appointed 12 August 2025)

Mr E J Kump

(appointed 5 August 2025)

Mr T Moledina

(appointed 5 August 2025)

Mr Z A Moledina

(appointed 5 August 2025)

Ms G L Sangudi

(appointed 5 August 2025)

Mr D P Scowsill

(appointed 1 July 2025)

All the directors, being eligible, offer themselves for election at the forthcoming first Annual General Meeting.

DONATIONS

No political donations were made during the period.

MATTERS COVERED IN THE STRATEGIC REPORT

Certain matters which would otherwise be required to be disclosed in the Directors' Report have been included within the Group Strategic Report as permitted by section 414C(11) of the Companies Act 2006. These matters include the principal risks and uncertainties, future developments, and the Streamlined Energy and Carbon Reporting (SECR) disclosures. The Directors' Report should therefore be read in conjunction with the Strategic Report.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

The Group has made qualifying third party indemnity provisions for the benefit of its Directors which were made during the period and remain in force at the date of this report. This provision covers all subsidiaries of the Group listed in note 15 excluding Travel Union Inc. (Mauritius).

.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Group Strategic Report, Directors' Report and the consolidated financial statements, in accordance with applicable law.

Company law requires the Directors to prepare financial statements for each financial year. Under that law, they have elected to prepare the consolidated and Company financial statements in accordance with International Financial Reporting Standards (IFRS), as adopted by the UK and the applicable UK law.

Under company law, the Directors must not approve the consolidated or Company financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit of the Group for that period. In preparing each of the consolidated and Parent Company financial statements, the Directors are required to:

-

select suitable accounting policies and then apply them consistently;

-

make judgements and estimates that are reasonable and prudent;

-

for the consolidated and Company financial statements, state whether they have been prepared in accordance with IFRS subject to any

material departures disclosed and explained in the financial statements;

-

assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

-

use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations or have no

realistic alternative but to do so.

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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and the Group and to prevent and detect fraud and other irregularities.

STATEMENT AS TO 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 Directors are aware, there is no relevant audit information of which the Company and the Group auditors are unaware, and

-

the Directors have 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 and the Group auditors are aware of that information.

AUDITORS

The auditors, PSJ Alexander & Co, will be proposed for re-appointment in accordance with section 485 of the Companies Act 2006.

ON BEHALF OF THE BOARD:

Mr J H Ferreira - Director

24th July 2026

OPINION

We have audited the financial statements of Africa Adventures Investco Limited (the "Company") and its subsidiaries (the "Group") for the period ended 31 October 2025 which comprise the Consolidated Statement of Comprehensive Income, 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 material accounting policies set out on pages 20 - 31. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted International Accounting Standards.

In our opinion the Group's and Company's financial statements:

-

give a true and fair view of the state of the Group's and the Company's affairs as at 31 October 2025 and of the Group's profit for the period

then ended;

-

have been properly prepared in accordance with UK-adopted International Accounting Standards; and

-

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

BASIS FOR OPINION

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

CONCLUSIONS RELATING TO GOING CONCERN

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

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

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

OTHER INFORMATION

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

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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 Group Strategic Report and the Directors' Report for the financial period for which the financial statements are

prepared is consistent with the financial statements; and

-

the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

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.

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 by the Parent Company, or returns adequate for our audit have not been received from

branches not visited by us; or

-

the Parent Company 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 on page 11, 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 Group's and 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 Group or the Company or to cease operations, or have no realistic alternative but to do so.

AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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.

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

-

we reviewed the financial statement disclosures and testing to supporting documentation to assess compliance;

-

with provisions of relevant laws and regulations that have a direct effect on the financial statements;

-

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

-

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

due to fraud;

-

we read minutes of meetings of those charged with governance;

-

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

recognition of tax provisions/assets; and

-

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

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

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

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

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

Manesh Shah (Senior Statutory Auditor)

for and on behalf of PSJ Alexander & Co

Chartered Accountants & Statutory Auditors

1 Doughty Street

London

WC1N 2PH

24th July 2026

CONTINUING OPERATIONS

Revenue

3

69,446,238

Cost of sales

(52,060,516

)

GROSS PROFIT

17,385,722

Other operating income

4

705

Administrative expenses

(5,447,993

)

OPERATING PROFIT BEFORE ACQUISITION

RELATED COSTS

11,938,434

Acquisition related costs

6

(4,182,391

)

OPERATING PROFIT

7,756,043

Finance costs

7

(2,686,337

)

Finance income

7

287,921

PROFIT BEFORE INCOME TAX

8

5,357,627

Income tax

10

(3,351,684

)

PROFIT FOR THE PERIOD

2,005,943

OTHER COMPREHENSIVE INCOME

Items that will not be reclassified to profit or loss:

Exchange losses arising on translation on foreign operations

(283,285

)

Income tax relating to items that will not be reclassified to profit or loss

-

(283,285

)

Items that may be reclassified subsequently to profit or loss:

Income tax relating to items that may be reclassified subsequently to profit

or loss

-

OTHER COMPREHENSIVE INCOME FOR THE

PERIOD, NET OF INCOME TAX

(283,285

)

TOTAL COMPREHENSIVE INCOME FOR THE

PERIOD

1,722,658

Profit attributable to:

Owners of the parent

2,005,943

Total comprehensive income attributable to:

Owners of the parent

1,722,658

ASSETS

NON-CURRENT ASSETS

Goodwill

12

71,541,670

Owned

Intangible assets

13

7,061,738

Property, plant and equipment

14

6,655,344

Right-of-use

Property, plant and equipment

14, 23

7,388,978

Investments

15

-

92,647,730

CURRENT ASSETS

Inventories

16

484,676

Trade and other receivables

17

12,546,385

Tax receivable

120,014

Cash and cash equivalents

18

25,495,892

38,646,967

TOTAL ASSETS

131,294,697

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

19

1,337

Share premium

20

36,471,706

Foreign exchange reserve

20

(283,285

)

Retained earnings

20

2,005,943

TOTAL EQUITY

38,195,701

LIABILITIES

NON-CURRENT LIABILITIES

Financial liabilities - borrowings

Lease liabilities

22, 23

57,362,721

Deferred tax

26

3,067,789

60,430,510

CURRENT LIABILITIES

Trade and other payables

21

30,561,657

Financial liabilities - borrowings

Lease liabilities

22, 23

1,140,110

Tax payable

936,719

Provisions

25

30,000

32,668,486

TOTAL LIABILITIES

93,098,996

TOTAL EQUITY AND LIABILITIES

131,294,697

The financial statements were approved by the Board of Directors and authorised for issue on 24th July 2026 and were signed on its behalf by:

Mr J H Ferreira - Director

ASSETS

NON-CURRENT ASSETS

Goodwill

12

-

Owned

Intangible assets

13

-

Property, plant and equipment

14

-

Right-of-use

Investments

15

36,473,042

CURRENT ASSETS

Trade and other receivables

17

3,436

Cash and cash equivalents

18

61

3,497

TOTAL ASSETS

36,476,539

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

19

1,337

Share premium

20

36,471,706

Retained earnings

20

(34,029

)

TOTAL EQUITY

36,439,014

LIABILITIES

CURRENT LIABILITIES

Trade and other payables

21

37,525

TOTAL LIABILITIES

37,525

TOTAL EQUITY AND LIABILITIES

36,476,539

The financial statements were approved by the Board of Directors and authorised for issue on 24th July 2026 and were signed on its behalf by:

Mr J H Ferreira - Director

Called up

Foreign

share

Retained

Share

exchange

Total

capital

earnings

premium

reserve

equity

$

Profit for the period

-

2,005,943

-

2,005,943

Other comprehensive income

-

(283,285

)

(283,285

)

Total comprehensive income

-

2,005,943

-

(283,285

)

1,722,658

Issue of share capital

1,337

-

36,471,706

-

36,473,043

Balance at 31st October 2025

1,337

2,005,943

36,471,706

(283,285

)

38,195,701

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

$

Changes in equity

Total comprehensive income

-

(34,029

)

-

(34,029

)

Issue of share capital

1,337

-

36,471,706

36,473,043

Balance at 31st October 2025

1,337

(34,029

)

36,471,706

36,439,014

Cash flows from operating activities

Cash generated from operations

32

2,302,425

Tax paid

(1,101,264

)

Net cash from operating activities

1,201,161

Cash flows from investing activities

Purchase of property, plant & equipment

(65,010

)

Sale of property, plant & equipment

11,541

Purchase of subsidiary undertakings

(68,111,718

)

Interest received

287,921

Net cash from investing activities

(67,877,266

)

Cash flows from financing activities

Proceeds from bank borrowings

42,000,000

Proceeds from related party borrowings

16,000,000

Payment of bank loan arrangement fees

(1,363,398

)

Payment of lease liabilities

(33,231

)

Issue of ordinary shares

36,473,043

Interest paid

(1,043,702

)

Net cash from financing activities

92,032,712

Increase in cash and cash equivalents

25,356,607

Cash and cash equivalents at beginning of period

33

-

Effect of foreign exchange rate changes

139,285

Cash and cash equivalents at end of period

33

25,495,892

Cash flows from operating activities

Cash generated from operations

32

60

Net cash from operating activities

60

Cash flows from investing activities

Purchase of fixed asset investments

(36,473,042

)

Net cash from investing activities

(36,473,042

)

Cash flows from financing activities

Share issue

36,473,043

Net cash from financing activities

36,473,043

Increase in cash and cash equivalents

61

Cash and cash equivalents at beginning of period

33

-

Cash and cash equivalents at end of period

33

61

1.	GENERAL INFORMATION

Africa Adventures Investco Limited is a private Company limited by shares incorporated in England and Wales under the Companies Act 2006. The address of the registered office is 98 Bessborough Road, Harrow, Middlesex HA1 3DH, UK.

The principal activity of the Group is the provision of destination management services, acting as a B2B tour operator in Africa. The principal activity of the Company is that of an investment holding company.

The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the "Group"). The Company's financial statements present information about the Company as a separate entity and not about the Group.

2.	ACCOUNTING POLICIES

Basis of preparation

The consolidated financial statements of the Group have been prepared for the period from incorporation on 21 January 2025 to 31 October 2025. This represents the Group's first reporting period. Accordingly, no comparative information has been presented in these financial statements.

The Group and Company financial statements have been prepared in accordance with UK adopted International Financial Reporting Standards (IFRSs).

The consolidated financial statements are presented in United States dollars (USD), which is the Group's presentation currency.

The functional currency of the Company is USD, as this reflects the primary economic environment in which the Company operates. The Company's investments and a significant portion of its related cash flows are denominated or influenced by USD.

The Group comprises subsidiaries with functional currencies other than USD. The financial statements of these subsidiaries are translated into USD for consolidation purposes.

Monetary amounts are presented in USD and rounded to the nearest dollar, unless otherwise stated.

In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The areas where judgements and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in note 2. The consolidated financial statements have been prepared on the historical cost basis, except for the following financial instruments, which are measured using alternative measurement bases at each reporting date:

-

Deferred consideration liabilities, which are measured at fair value through profit or loss (FVTPL); and

-

Financial assets and financial liabilities measured at amortised cost using the effective interest method.

Going concern

The Directors have reviewed the Group's forecasts and projections, taking into account reasonably possible changes in trading performance, and are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future. The forecasts also reflect a material near-term cash outflow of approximately $14.8 million in respect of deferred contingent consideration (earn-out), which is expected to be settled shortly after the audit report of Africa Adventures Bidco Limited was signed on 15 June 2026. This payment has been incorporated into the Group's liquidity planning and available funding headroom.

Sensitivities have been applied to these forecasts taking into consideration matters such as a drop in gross margin, fuel price surges and interest rate fluctuations. Taking these sensitivities into account, the Group has adequate headroom within its facilities and risk management measures to continue in operation. Accordingly, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing these financial statements.

As at 31 October 2025, the Group had cash resources of $25,495,892, current assets of $38,646,967, current liabilities of $32,668,486, net assets of $38,195,701 and it was in compliance with all externally imposed capital requirements and financial covenants applicable at that date. As disclosed in Note 22, the Accordion banking facility permits the Group to request an additional funding of $7.5m, subject to the lenders' approval and compliance with leverage and other conditions. No amounts were drawn under the Accordion Facility during the reporting period.

Subsequent to the reporting date, the Group experienced a breach of its reporting covenant under its senior facilities, as disclosed in Note 30. Under the terms of the Group's bank loan agreement, Africa Adventures Bidco Limited ("Bidco"), a wholly owned subsidiary of the Company, was required to deliver its consolidated financial statements to the lending banks by 30 April 2026. This deadline was missed. Subsequently, the directors received formal confirmation from the lenders that they have condoned the delayed delivery of the Bidco's annual financial statements on the basis of an anticipated submission to be no later than 15 June 2026 - this deadline was met. The directors are in ongoing dialogue with the lending banks and, in light of this confirmation from the banks and subsequent submission, do not anticipate that the delayed submission will result in any enforcement action or have a material adverse impact on the Group's financial position. Accordingly, no adjustment has been made to these financial statements.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:

-

has power over the investee;

-

is exposed, or has rights, to variable returns from its involvement with the investee; and

-

has the ability to use its power to affect its returns.

The Company reassesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the elements of control described above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

-

the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

-

potential voting rights held by the Company, other vote holders or other parties;

-

rights arising from other contractual arrangements; and

-

any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities of the

investee at this time that decisions need to be made, including voting patterns at previous shareholders' meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the period are included in the Consolidated Statement of Comprehensive Income from the date the Company gains control until the date when the control ceases.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Changes in the Group's ownership interests in existing subsidiaries

Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and its calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), liabilities of the subsidiary and any non controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 Financial Instruments, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, the liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition related costs are generally recognised in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that:

-

deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with IAS 12

Income Taxes and IAS 19 respectively;

-

liabilities or equity instruments related to share-based payment arrangements of the acquiree or share based payment arrangements of the Group entered

into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 Share-based Payment at the acquisition date;

and

-

assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations

are measured in accordance with that Standard.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, at the date of acquisition, and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another IFRS.

When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the 'measurement period' (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IFRS 9 Financial Instruments or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss.

When a business combination is achieved in stages, the Group's previously held equity interest in the acquiree is remeasured to its acquisition date fair value and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.

Investments in subsidiaries

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the profit or loss.

Critical accounting judgements and key sources of estimation uncertainty

The Group makes certain estimates and judgements regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Key sources of estimation uncertainty

Fair value measurement arising from business combination.

A number of the Group's assets and liabilities require the initial measurement at fair value arising from business combinations.

The fair value measurement of the Group's financial and non financial assets and liabilities utilises market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the 'fair value hierarchy'):

-

Level 1: Quoted prices in active markets for identical items (unadjusted)

-

Level 2: Observable direct or indirect inputs other than Level 1 inputs

-

Level 3: Unobservable inputs (i.e. not derived from market data).

The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognised in the period they occur.

The fair value measurement of brand intangible assets acquired in a business combination involves estimation uncertainty, including assumptions relating to future revenues and market based discount rates.

Revenue recognition

-

Determination that the package holiday represents a single performance obligation due to the significant integration service.

-

Determination of over-time revenue recognition on a straight-line basis over the duration of the trip.

Taxation

The Group is subjected to numerous taxes and levies by various government and quasi-government regulations bodies in the UK, Tanzania, Kenya and Mauritius. The Group recognises liabilities for the anticipated tax/levies payable with utmost care and diligence. However, significant judgement is usually required in the interpretation and applicability of those taxes and levies. Should it come to the attention of managements in one way or other, that the initially recorded liability was erroneous, such differences will impact on the income and liabilities in the period in which such differences are determined.

Useful lives of property, plant, and equipment

Estimates are made by management in determining depreciation rates for property, plant and equipment and their residual values. The depreciation rates are based on the estimated useful lives of the assets. Determination of the useful lives takes into consideration the Group's experience on use of the assets and the assets replacement plans.

Impairment of goodwill

Goodwill is not amortised and is tested annually for impairment, or more frequently where indicators of impairment exist, in accordance with IAS 36.

For the purpose of impairment testing, goodwill is allocated to cash generating units ("CGUs") expected to benefit from the synergies of the business combination. The recoverable amount of each CGU is determined based on value in use calculations.

The determination of recoverable amount requires the use of significant estimates and assumptions, including:

-

forecast future cash flows derived from approved budgets and strategic plans;

-

expected revenue growth rates, margins and cost assumptions;

-

long term growth rates used to extrapolate cash flows beyond the forecast period; and

-

discount rates reflecting current market assessments of the time value of money and risks specific to the CGU.

These assumptions are inherently subjective and may be impacted by future market or economic conditions.

For certain CGUs, including Pollman's Tours and Safaris Limited, the recoverable amount exceeds the carrying value at reporting date. As disclosed in Note 13, a reasonably possible change in key assumptions would result in the carrying amount exceeding the recoverable amount. Changes in key assumptions, individually or collectively, could therefore give rise to a material impairment charge in future periods. Management has performed sensitivity analysis over the key assumptions, the results of which are disclosed in Note 13. Management considers the assumptions used to be reasonable and supportable based on available information at the reporting date; however, actual outcomes may differ from these estimates.

Key judgements

Determination of Cash Generating Units (CGUs)

The Group has assessed the level at which assets generate largely independent cash inflows and identified two CGUs for the purposes of impairment testing, in line with IAS 36 Impairment of Assets. These CGUs reflect how the business is managed and monitored internally, and how goodwill is tracked for impairment purposes. Management has determined the apportionment of goodwill associated with each CGU by reference to their overall contribution to EBITDA. The two CGUs are ARP Africa Travel Limited (inclusive of Ranger Safaris Limited) and Pollman's Tours and Safaris Limited which can each operate independently from one another.

The carrying amount of goodwill for each CGU is disclosed in note 12.

Adoption of new and revised international financial reporting standards

a) New standards, interpretations and amendments adopted from 1 January 2024

The following amendments are effective for the period beginning 1 January 2024:

-

Supplier Finance Arrangements (Amendments to IAS 7 Statement of Cashflows and IFRS 7 Financial Instruments: Disclosures);

-

Lease Liability in a Sale and Leaseback (Amendments to IFRS 16 Leases);

-

Classification of Liabilities as Current or Non Current (Amendments to IAS 1 Presentation of Financial Statements); and

-

Non current Liabilities with Covenants (Amendments to IAS 1 Presentation of Financial Statements).

These amendments to various IFRS Accounting Standards are mandatory effective for reporting periods beginning on or after 1 January 2024.

- Supplier Finance Arrangements (Amendments to IAS 7 Statement of Cashflows & IFRS 7 Financial Instruments: Disclosures)

On 25 May 2023, the International Accounting Standards Board (IASB) issued Supplier Finance Arrangements, which amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures.

The amendments require entities to provide enhanced qualitative and quantitative disclosures related to supplier finance arrangements. The amendments also provide guidance on characteristics of supplier finance arrangements that fall under the scope of these disclosure requirements.

- Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)

On 22 September 2022, the IASB issued amendments to IFRS 16 Lease Liability in a Sale and Leaseback (the Amendments).

Prior to the Amendments, IFRS 16 did not contain specific measurement requirements for lease liabilities that may contain variable lease payments arising in a sale and leaseback transaction.

In applying the subsequent measurement requirements of lease liabilities to a sale and leaseback transaction, the Amendments require a seller/lessee to determine 'lease payments' or 'revised lease payments' in a way that the seller lessee would not recognise any amount of the gain or loss that relates to the right of use retained by the seller lessee.

- Classification of Liabilities as Current or Non Current and Non-current Liabilities with Covenants (Amendments to IAS 1)

The IASB issued amendments to IAS 1 in January 2020 Classification of Liabilities as Current or Non-current and subsequently, in October 2022 Non-current Liabilities with Covenants.

The amendments clarify the following:

-

An entity's right to defer settlement of a liability for at least twelve months after the reporting period must have substance and must exist at the end of the
reporting period.

-

If an entity's right to defer settlement of a liability is subject to covenants, such covenants affect whether that right exists at the end of the reporting period
only if the compliance is required on or before the end of the reporting period.

-

The classification of a liability as current or non-current is unaffected by the likelihood that the entity will exercise its right to defer settlement.

-

Where a liability that can be settled, at the option of the counterparty, by the transfer of the entity's own equity instruments, such settlement terms do not
affect the classification of the liability as current or non current only if the option is classified as an equity instrument.

The amendments detailed above had no impact on the financial statements of the Group and the Company.

The following amendments are effective for the period beginning 1 January 2025:

-

Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates)

The amendments clarify the accounting treatment and disclosure requirements where a currency is not exchangeable.

The Group has assessed the amendments and concluded that they have no impact on the consolidated financial statements.

b) New standards, interpretations and amendments not yet effective

There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods and have not been adopted by the Group and the Company.

The following amendments are effective for the period beginning 1 January 2026:

-

Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7); and

-

Contracts Referencing Nature dependent Electricity (Amendments to IFRS 9 and IFRS 7 Financial Instruments: Disclosures).

The following standards and amendments are effective for the period beginning 1 January 2027:

-

IFRS 18 Presentation and Disclosure in Financial Statements; and

-

IFRS 19 Subsidiaries without Public Accountability: Disclosures.

The Group is currently assessing the effect of these new accounting standards and amendments. IFRS 18 Presentation and Disclosure in Financial Statements, which was issued by the IASB in April 2024 supersedes IAS 1 Presentation of Financial Statements and will result in significant consequential amendments to IFRS Accounting Standards including IAS 8 Basis of Preparation of Financial Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors).

Although IFRS 18 will not have any effect on the recognition and measurement of items in the financial statements, it is expected to have a significant effect on the presentation and disclosure of certain items. These changes include new categories and subtotals in the Consolidated Statement of Comprehensive Income, enhanced aggregation and disaggregation, improved labelling of information, and expanded disclosure of management defined performance measures.

The Group does not expect to be eligible to apply IFRS 19.

Other

The Group does not expect any other standards issued by the IASB, but are not yet effective, to have a material impact on the Group.

Revenue recognition

The Group's revenue is measured as the aggregate amount of gross revenue receivable from customers in the ordinary course of business and is recorded net of rebates and trade discounts, value added tax, other sales related taxes and any compensations paid to customers.

The Group operates as a principal tour operator and generates revenue from sale of safaris and similar holidays, which include accommodation, transfers, other holiday-related services and flights. The Group has concluded that under IFRS 15 Revenue from Contracts with Customers, the packaged holidays that it offers to its customers constitute a single performance obligation. In formulating this conclusion, the Group has assessed that it provides significant integrated services within the packaged holidays which produces a combined output to the customers.

For sale of safaris and similar holidays, revenue is recognised over time as the customer simultaneously receives and consumes the services. The revenue is recognised on a linear basis over the duration of the holiday, reflecting the patterns in which the customers consume the benefits of the holiday services.

Refunds payable to customers are recognised as a refund liability and are presented within current liabilities. Corresponding adjustments are made to revenue. Refund liabilities are measured at the amount of consideration expected to be refunded to customers, taking into account contractual cancellation terms and supplier refund policies. Certain components, including air transport and specified supplier charges (e.g. park permits), are non-refundable in all circumstances. Refunds are also dependent on amounts recoverable from underlying suppliers, with any supplier-imposed cancellation penalties passed on to the customer. Any compensation arising from customer complaints are recognised only where approved at management's discretion.

Finance income

Interest income is recognised in the Consolidated Statement of Comprehensive Income using the effective interest method, in accordance with IFRS 9 Financial Instruments.

Finance expense

Finance costs are charged to the Consolidated Statement of Comprehensive Income over the term of the debt using the effective interest method in accordance with IFRS 9 Financial Instruments so that the amount charged is at a constant rate on the carrying amount.

Transaction costs that are directly attributable to the acquisition of a financial liability are initially recognised as a reduction in the carrying amount of the related financial liability and are subsequently amortised using the effective interest method over the term of the debt.

Employee benefits

(i) Other long-term benefits

The Group provides long-service benefit for certain employees of its UK subsidiary. The obligation in respect of this benefit is recognised as an expense over the period in which the related service is rendered.

(ii) Short-term and other long-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of other long term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date.

(iii) Defined contribution pension schemes

The Group operates defined contribution pension schemes and participates in statutory social security schemes for its employees in the jurisdictions in which it operates.

Contributions to defined contribution pension schemes and statutory social security funds are recognised as an expense in the consolidated statement of profit or loss in the period in which services are rendered by employees.

The Group's obligations under these schemes are limited to the amount of contributions payable for the period. It has no legal or constructive obligations to pay further contributions if the schemes do not hold sufficient assets to pay employee benefits relating to current or prior periods. Contributions payable at the reporting date are recognised as a liability, while contributions paid in advance are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for:

-

exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of
those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings;

-

exchange differences on monetary items receivable from or payable to foreign operation for which settlement is neither planned nor likely to occur
(therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from
equity to profit or loss on repayment of the monetary items.

For the purposes of presenting these consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated into USD using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (and attributed to non controlling interests as appropriate).

Goodwill and fair value adjustments to identifiable assets acquired and liabilities assumed through acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in other comprehensive income.

The Group does not engage in any hedging arrangements to mitigate the risks of currency fluctuations.

Foreign currencies

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for:

-

exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of
those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings;

-

exchange differences on monetary items receivable from or payable to foreign operation for which settlement is neither planned nor likely to occur
(therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from
equity to profit or loss on repayment of the monetary items.

For the purposes of presenting these consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated into USD using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (and attributed to non controlling interests as appropriate).

Goodwill and fair value adjustments to identifiable assets acquired and liabilities assumed through acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in other comprehensive income.

The Group does not engage in any hedging arrangements to mitigate the risks of currency fluctuations.

Goodwill

Goodwill is recognised at cost as established at the date of acquisition of the business (see note 2) in accordance with IFRS 3 Business Combinations, and is presented net of accumulated impairment losses, if any.

Goodwill is capitalised as an intangible asset and is not amortised. Any impairment in carrying value is charged to the consolidated statement of comprehensive income.

Where the fair value of identifiable assets acquired and liabilities assumed exceed the fair value of consideration paid, the excess is recognised in full to the consolidated statement of comprehensive income on the acquisition date.

For the purposes of impairment testing, goodwill is allocated to each of the Group's cash generating units ("CGUs") or groups of CGUs that is expected to benefit from the synergies of the combination.

A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. The recoverable amount of a CGU is the higher of its value in use and its fair value less costs of disposal. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit on a pro-rata basis, based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.

On disposal of the relevant CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

The Directors have conducted an assessment of the Group's operations for the purposes of identifying CGUs and have determined that there are two distinct CGUs within the Group. Each CGU generates cash inflows that are largely independently of those of other assets or groups of assets. Accordingly, goodwill has been allocated to these two CGUs based on the expected benefits arising from the relevant business combinations.

Intangible assets

(i) Internally generated intangible assets

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:

-

the technical feasibility of completing the intangible asset so that it will be available for use or sale;

-

the intention to complete the intangible asset and use or sell it;

-

the ability to use or sell the intangible asset;

-

how the intangible asset will generate probable future economic benefits;

-

the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

-

the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

(ii) Intangible assets acquired in a business combination

Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost).

The fair values on the above intangible assets have been calculated using the following valuation techniques:

-

Royalty relief approach - Brand :This considers the discounted estimated royalty payments that are expected to be avoided as a result of the assets being
owned.

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Amortisation is charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Intangible assets with an indefinite useful life and goodwill are systematically tested for impairment at each reporting date or more frequently if there is an indication that the asset may be impaired.

Other intangible assets are amortised from the date they are available for use.

The estimated useful lives are as follows:

Brand

20 years

Computer software

3 years

Property, plant and equipment

Items of property, plant and equipment are measured at cost including costs directly attributable to bringing an asset to its working condition for its intended use, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably.

Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:

Long term leasehold property

Over term of the lease

Plant and machinery

25% on cost

Motor vehicles

25% reducing balance

Fixtures, fittings and office equipment

10% on cost

Computer equipment

25% on cost

Financial instruments

Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instruments.

Financial assets

The Group classifies its financial assets into one of the categories discussed below, depending on the purpose for which the asset was acquired. The Group's accounting policy for each category is as follows:

a) Fair value through profit or loss

The Group does not have any financial assets held at fair value through profit or loss.

b) Amortised cost

These assets arise principally from the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less an allowance for expected credit losses.

Impairment provisions for current trade receivables are recognised based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default (where a customer does not meet its obligations under the customer contract) to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised in profit or loss. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

Impairment provisions for other receivables are recognised based on a forward looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.

From time to time, the Group elects to renegotiate the terms of trade receivables due from customers with which it has previously had a good trading history. Such renegotiations will lead to changes in the timing of payments rather than changes to the amounts owed and, in consequence, the new expected cash flows are discounted at the original effective interest rate and any resulting difference to the carrying value is recognised in the consolidated statement of profit or loss and other comprehensive income (operating profit).

The Group's financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents in the consolidated statement of financial position.

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less.

Financial liabilities

The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired.

a) Fair value through profit or loss

The Group does not have any financial liabilities held at fair value through profit or loss.

b) Amortised cost

Other financial liabilities include the following items:

-

Bank and other borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such
interest bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense
over the period to repayment is at a constant rate on the balance of the liability carried in the consolidated statement of financial position. Interest expense
in this context includes initial transaction costs and premium payable on redemption, as well as any interest or coupon payable while the liability is
outstanding.

-

Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and are subsequently carried at amortised cost using
the effective interest method.

-

Loans from Group companies are initially recognised at fair value and are subsequently carried at amortised cost using the effective interest method.

-

Lease liabilities are recognised and measured according to note 2 Leases.

Inventories

Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined on a weighted average basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

Taxation

The tax liability for the financial period comprises current and deferred tax and is recognised in the Consolidated Statement of Comprehensive Income. Current tax is the expected corporation tax payable (or recoverable) for the current financial period using the tax rate enacted or substantively enacted at the reporting date.

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

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against the deductible temporary differences and tax losses can be utilised.

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

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

Leases

The Group applies IFRS 16 Leases in accounting for lease arrangements.

The Group assesses whether a contract is or contains a lease, at inception of a contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.

The incremental borrowing rate represents the rate of interest that the Group would have to pay to borrow, over a similar term and with similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.

The rates applied during the period were determined by reference to the prevailing Bank of England base rate plus an appropriate margin, or, where more representative, the rate of borrowing otherwise available to the Group from its lenders for comparable funding arrangements.

Lease payments included in the measurement of the lease liability comprise:

-

fixed lease payments (including in-substance fixed payments), less any lease incentives;

The lease liability is presented as a separate line in the Consolidated Statement of Financial Position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are included in the 'Property, Plant and Equipment' in the Consolidated Statement of Financial Position.

The Group applies IAS 36 Impairment of Assets to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 2.

As a practical expedient, IFRS 16 permits a lessee not to separate non lease components, and instead account for any lease and associated non lease components as a single arrangement. The Group has used this practical expedient.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows where the effect of the time value of money is material.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

3.

REVENUE

.

Revenue is attributable to the sole principal activity of the Group, that is, sale of packaged holidays.

An analysis of revenue by geographical market, based on the country of the customer, is provided below:

2025

$

United Kingdom

22,207,905

USA and Canada

18,847,449

Europe

20,775,275

Rest of the world

7,615,609

69,446,238

Revenue is recognised over the period of the holiday. Future revenue from performance obligations not yet delivered as at 31 October 2025 are shown as deferred income within current liabilities to be recognised as revenue over the period of the holiday in future periods.

.

4.	OTHER OPERATING INCOME

2025

$

Profit on disposal of property, plant and equipment

705

5.	EMPLOYEES AND DIRECTORS

Group

2025

$

Wages and salaries

3,796,755

National insurance

518,890

Defined contribution pension cost

406,043

Total employee benefit expenses

4,721,688

Included in:

Cost of Sales

1,102,840

Administrative expenses

3,618,848

Total

4,721,688

Included in the wages and salaries are staff welfare expenses amounting to $145,509.

The Group operates statutory pension schemes in Kenya and Tanzania through contributions to the National Social Security Fund (NSSF). Contributions to the NSSF include both pension and social security elements. As the amounts cannot be separately identified, the full contributions are disclosed as social security payments.

The average monthly number of persons, including the Directors, employed by the Group during the period was as follows:

2025

No.

Sales

33

Operations

402

Senior Management

76

511

2025

$

Directors' salaries

760,811

Directors' fee

25,083

Group contributions to pension schemes

85,097

870,991

Key management personnel comprise the members of the Board of Directors.

During the period, retirement benefits were accruing to the following number of directors in respect of qualifying services:

2025

Money purchase schemes

3

The highest paid director's emoluments were as follows:

2025

$

Total emoluments and amounts receivable under long-term incentive schemes (excluding shares)

412,030

Group contributions to pension schemes

49,261

461,291

6.	ACQUISITION-RELATED COSTS

Group

2025

$

Acquisition costs arising on business combination (see note 34)

4,182,391

7.	NET FINANCE COSTS

Recognised in profit or loss

2025

$

Finance income

Interest on:

- Bank deposits

229,983

- Loans and receivables

54,227

Total interest income arising from financial assets measured at amortised cost or FVOCI

284,210

Other interest receivable

3,711

Total finance income

287,921

Finance expense

Bank borrowings

1,996,045

Borrowings from group entities

679,452

Interest on lease liabilities (see note 23)

10,840

Total finance expense

2,686,337

Net finance expense recognised in profit or loss

(2,398,416

)

8.	PROFIT BEFORE INCOME TAX

2025

$

Profit before income tax is stated after charging/(crediting):

Depreciation - owned assets

763,963

Depreciation - leased assets

41,187

Amortisation of intangible assets

152,720

Foreign exchange gains

(513,434

)

9.	AUDITORS' REMUNERATION

During the period, the Group obtained the following services from the Company's auditors and their ,associates:

2025

$

Fees payable to the Company's auditors and their associates for the audit of the

consolidated and parent Company's financial statements

127,867

Fees payable to the Company's auditors and their associates in respect of:

Audit-related assurance services

5,858

Taxation compliance services

21,644

Other taxation advisory services

25,612

All non-audit services not included above

70,770

10.	INCOME TAX

Group

Income tax recognised in profit or loss

2025

$

Current tax

Current tax on profits for the period

2,875,629

Deferred tax expense

Origination and reversal of timing differences

476,055

3,351,684

The reasons for the difference between the actual tax charge for the period and the standard rate of corporation tax in the United Kingdom applied to profits for the period are as follows:

2025

$

Profit for the period

2,005,943

Income tax expense

3,351,684

Profit before income taxes

5,357,627

Tax using the Company's domestic tax rate of 25%

1,339,407

Differences in overseas taxation rates

224,353

Non-deductible acquisition and transaction costs

1,045,598

Non-qualifying depreciation/amortisation

104,497

Expenses/(income) not deductible for tax purposes

86,509

Depreciation in excess of capital allowances

7,584

Deferred tax movement on fair value adjustments

543,736

Total tax expense

3,351,684

Changes in tax rates and factors affecting the future tax charges

Corporation tax arising on acquisition of Ranger Safaris Limited is subject to agreement by the Tanzanian tax authorities. The final tax liability may differ from the amount currently recognised in the financial statements, and any adjustments resulting from the authorities' determination will be recognised in the period in which the assessment is finalised.

Current tax assets and liabilities

2025

$

Current tax assets

Corporation tax repayable

120,014

Current tax liabilities

Corporation tax payable

936,719

11.	LOSS OF PARENT COMPANY

As permitted by Section 408 of the Companies Act 2006, the statement of comprehensive income of the parent company is not presented as part of these financial statements. The parent company's loss for the financial period was $34,029.

12.

GOODWILL

Group

$

Cost

Acquired through business combinations

71,541,670

At 31 October 2025

71,541,670

Net book value

At 31 October 2025

71,541,670

Goodwill impairment

In accordance with IAS 36 Impairment of Assets, goodwill is tested for impairment at each reporting date and whenever indicators of impairment exist. Goodwill arising on acquisition is allocated to cash-generating units ("CGUs") that are expected to benefit from the synergies of the business combination.

The recoverable amounts of the Group's CGUs have been determined from value in use calculations. The key assumptions applied in the value in use calculations and the basis on which they were determined are as follows :

-

Cash flow forecasts were derived from management's formally approved budgets and financial projections to July 2027, which reflect current operating

performance, expected future trading conditions and management's best estimate of future economic conditions;

-

A long term growth rates at 4%, which reflect management's expectations of the long term growth in the group's market, taking into account historical

performance, expected market expansion, and economic forecasts applicable to East African holiday markets; and

-

A weighted average pre-tax cost of capital of 10%, as derived by reference to the Group's acquisition financing structure, including the interest rates on

bank borrowings used to fund the acquisition, and represents management's assessment of a market based rate reflecting the time value of money and the

risks specific to the CGUs.

Sensitivity analysis

Given that goodwill was recognised within five months of the reporting date, the recoverable amounts of both CGUs incorporate limited post acquisition trading history and are therefore sensitive to changes in key assumptions.

The recoverable amounts have been determined using value in use ("VIU") calculations based on:

-

cash flow projections derived from approved FY26 budgets;

-

a five-year explicit forecast period; and

-

a terminal value using a perpetual growth model.

Key assumptions applied:

-

Pre tax discount rate: 10%

-

Long term growth rate: 4%

-

Inflation: 3%

-

Revenue growth: driven by c.4% pricing and c.4% volume growth

ARP Africa Travel Limited / Ranger Safaris Limited CGU

The VIU exceeds the carrying value by $156.7m, and management considers that no reasonably possible change in key assumptions would result in the carrying amount exceeding the recoverable amount.

Pollman's Tours and Safaris Limited CGU

The VIU exceeds the carrying value by $75.7m. Goodwill allocated to this CGU amounts to $28.6m.

Management considers that the recoverable amount of this CGU is sensitive to changes in key assumptions. Sensitivity analysis indicates that a reduction in the long term growth rate from 4% to approximately 1%-2% would remove the available headroom and result in the recoverable amount approximating the carrying value.

The Group continues to monitor the performance of this CGU closely, particularly given its limited post acquisition track record and exposure to trading performance assumptions.

Accordingly, no impairment has been recognised at the reporting date.

The assessment concluded that no impairment was required.

The carrying amount of goodwill is allocated to the CGUs as follows:

2025

$

ARP Africa Travel Limited

42,921

Pollman's Tours and Safaris Limited

28,621

71,542

This allocation remains subject to adjustments following determination of tax positions of the subsidiaries as explained in Contingent Liability note.

Based on the annual impairment test, no impairment of any intangible assets has arisen, including on goodwill, and there is adequate headroom between the CGUs' recoverable amount and the carrying values.

Company

The Company does not have any goodwill asset.

13.	INTANGIBLE ASSETS

Group

Computer

Branding

software

Total

$

Cost

Acquired through business combinations

7,196,000

18,458

7,214,458

At 31 October 2025

7,196,000

18,458

7,214,458

$

Accumulated amortisation and impairment

Charge for the period

149,917

2,803

152,720

At 31 October 2025

149,917

2,803

152,720

Net book value

At 31 October 2025

7,046,083

15,655

7,061,738

A description of the intangible assets held by the Group is as follows:

Computer software

Computer software comprises acquired applications used to support the Group's core operational, reservation management, finance and administrative functions. These assets are recognised when control of the software is obtained and it is probable that the software will generate future economic benefits for the Group.

Computer software is initially recognised at cost, being the purchase price together with any directly attributable costs necessary to bring the asset into its intended use. Following initial recognition, software is carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is charged to the consolidated statement of comprehensive income on a straight-line basis over the estimated useful lives of the software, which reflect the period over which the assets are expected to contribute to the Group's operations.

Brand

The brand represents the value attributable to the recognition, reputation, and market position of the Group's trademarks and trade names. The brand was acquired as part of the business combination completed during the period and was recognised as an identifiable intangible asset at fair value at the acquisition date.

The fair value of the brand was determined by a third-party valuer using an income-based valuation methodology, applying the relief-from-royalty method.

The brand is assessed as having a finite useful economic life of 20 years and is amortised on a straight line basis over this period.

The fair value measurement of the acquired brand intangible asset is categorised as a Level 3 fair value measurement within the IFRS 13 fair value hierarchy, as it is based on unobservable inputs.

Company

The Company does not have any intangible assets.

14.	PROPERTY, PLANT AND EQUIPMENT

Group

Leasehold

properties

Motor vehicles

Fixtures and

fittings

Computer

equipment

Total

$

Cost or valuation

Additions

30,000

2,039

15,398

47,573

95,010

Acquired through business

combinations

7,385,530

7,107,253

150,188

41,569

14,684,540

Disposals

-

(10,836

)

-

(5,171

)

(16,007

)

Foreign exchange movements

25,200

65,859

(3,220

)

(1,116

)

86,723

At 31 October 2025

7,440,730

7,164,315

162,366

82,855

14,850,266

Leasehold

properties

Motor vehicles

Fixtures and

fittings

Computer

equipment

Total

$

Accumulated depreciation and

impairment

Charge for the period

32,592

753,329

18,628

601

805,150

Disposals

-

(5,171

)

(5,171

)

Exchange adjustments

2,108

4,067

(7,148

)

6,938

5,965

At 31 October 2025

34,700

757,396

11,480

2,368

805,944

Net book value

At 31 October 2025

7,406,030

6,406,919

150,886

80,487

14,044,322

Property, plant and equipment acquired as part of the business combination during the period are initially recognised at fair value at the acquisition date, in accordance with IFRS 3 Business Combinations.

Leasehold properties acquired in Tanzania and Kenya were measured at fair value at the acquisition date by external professional valuers. Fair value was determined by reference to market-based evidence for similar properties, and after consideration of location, condition and remaining lease terms.

Motor vehicles acquired as part of the business combination were measured at fair value at the acquisition date based on observable second-hand market prices for comparable vehicles, adjusted where necessary for age, condition and specification.

Following initial recognition, items of property, plant and equipment are subsequently measured at cost less accumulated depreciation and impairment losses.

Fair value measurement

The fair value measurements applied to leasehold properties and motor vehicles acquired through the business combination are categorised as Level 2 fair value measurements within the IFRS 13 fair value hierarchy, as they are based on observable market data with limited adjustments.

Right of use assets

Included in leasehold property and motor vehicles are right-of-use assets recognised in accordance with IFRS 16 Leases. Refer to note 23 for further details.

Company

The Company does not have any tangible assets.

15.	INVESTMENTS

Company

Investments in

subsidiary

companies

$

Cost or valuation

Additions

36,473,042

At 31 October 2025

36,473,042

Impairment

At 31 October 2025

-

Net book value

At 31 October 2025

36,473,042

Subsidiaries

Details of the Group's material subsidiaries at the end of the reporting period are as follows:

Name of subsidiary

Principal activity

Class of

shares

Proportion of

ownership interest

and voting power

held by the Group

(%)

2025

1) Africa Adventures Bidco Limited

Investment holding company

Ordinary

100

2) Africa Travel Investments Limited*

Investment holding company

Ordinary

100

3) ARP Africa Travel Limited*

Tour operations

Ordinary

100

4) Travel Union Inc*

Investment holding company

Ordinary

100

5) Ranger Safaris Limited**

Tour operations

Ordinary

100

6) Pollmans's Tours and Safaris Limited**

Tour operations

Ordinary

100

*indirectly held

**75% indirectly held via Travel Union Inc.

The registered offices (including their countries of incorporation) of the above subsidiaries are:

-

Africa Adventures Bidco Limited, Africa Travel Investments Limited and ARP Africa Travel Limited: 98 Bessborough Road, Harrow, Middlesex, HA1

3DH, United Kingdom.

-

Travel Union Inc: C/o IQ EQ Corporate Services (Mauritius) Ltd, 33, Edith Cavell Street, Port Louis, 11324, Mauritius.

-

Ranger Safaris Limited: P.O Box 9, Arusha, Tanzania.

-

Pollman's Tours and Safaris Limited: 1st Floor, Pereira Building, Plot No. MSA/Block/XIX/75, Pramukh Swami Maharaj Road, P.O. Box 84198 80100,

Mombasa, Kenya.

16.	INVENTORIES

Group

2025

$

Finished goods and goods for resale

484,676

The amount of inventories purchased during the period was $1,666,961.

Company

The Company does not have any closing stocks.

17.	TRADE AND OTHER RECEIVABLES

Group

The Group has no non-current trade and other receivables.

2025

$

Current

Trade receivables

9,304,555

Less: provisions for impairment of trade receivables

(205,286

)

Trade receivables - net

9,099,269

Amounts owed by group undertakings

21,723

Accrued income

247,280

9,368,272

Prepayments

1,203,765

Other receivables

1,974,348

Total current trade and other receivables

12,546,385

The Group applies the IFRS 9 simplified approach to measuring expected credit losses, under which lifetime expected credit loss (ECLs) is recognised for all trade receivables.

The carrying value of trade and other receivables measured at amortised cost approximates their fair value due to their short-term nature.

Management has assessed expected credit losses based on historical experience, adjusted for forward looking information. The loss provision relates to specific customer balances assessed as higher risk. Trade receivables that are current or only moderately overdue are considered recoverable based on historical collection experience and ongoing credit monitoring.

Company

2025

$

Current

Amounts owed by group undertakings

3,436

Total current trade and other receivables

3,436

The Company does not have any non-current trade and other receivables.

18.	CASH AND CASH EQUIVALENTS

Group

Company

$

Bank accounts

25,495,892

61

19.	CALLED UP SHARE CAPITAL

Issued and fully paid up

2025

Number

$

Ordinary shares of £1.000 /$1.337 each

Shares issued of £1.000

1,000

1,337

1,000

1,337

During the period, the Company issued 1,000 ordinary shares of £1.000 each, which were fully paid as at 31 October 2025.

20.

RESERVES

Share premium

The share premium account represents the excess of proceeds received over the nominal value of equity shares issued, net of any directly attributable issue costs.

Foreign exchange reserve

The foreign exchange reserve comprises exchange differences arising from the translation of the results and net assets of foreign operations into the Group's presentation currency on consolidation. They are reclassified to profit or loss upon disposal of the foreign operation.

Retained earnings

Retained earnings represent the cumulative profits and losses of the Group since incorporation, net of dividends paid and other equity movements.

21.	TRADE AND OTHER PAYABLES

Group

The Group has no non-current trade and other payables.

2025

$

Current

Trade payables

5,233,086

Amounts owed to group undertakings

4,877

Deferred consideration

14,755,755

Other payables

389,998

Accruals

5,602,780

25,986,496

Other payables - tax and social security payments

694,129

Deferred income

3,881,032

Total current trade and other payables

30,561,657

The carrying value of trade and other payables classified as financial liabilities measured at amortised cost approximates fair value due to their short term nature.

Deferred income relates to cash received in advance of performance and not recognised as revenue during the period. These balances are expected to be recognised as revenue in future periods as the related performance obligations are satisfied.

Deferred consideration

Acquisition-related deferred contingent consideration, included in Other Payables, represents consideration arising on the acquisition of subsidiary undertakings. The amount payable is determined in accordance with the terms of the share purchase agreements and is primarily based on EBITDA (which is defined as earnings before interest, taxation, depreciation and amortisation) achieved by three trading entities (ARP Africa Travel Limited, Ranger Safaris Limited and Pollman's Tours and Safaris Limited) in the Group for the full year ended 31 October 2025. The contingent consideration has been calculated in accordance with the contractual terms of the agreements and remains subject to final agreement between the relevant parties, including determination of applicable EBITDA adjustments and addbacks. As the calculation is subject to ongoing negotiation, it is not practicable to estimate a reliable range of undiscounted possible outcomes.

As at 31 October 2025, an amount of $14,755,755 is recognised in respect of such earnout consideration and this is expected to be settled.

Deferred Income

Deferred income (contract liabilities) at the reporting date amounted to $3,881,032. This balance primarily relates to advance consideration received for tourism services to be provided in future periods.

IFRS 15 requires disclosure of the amount of revenue recognised in the current period that was included in contract liabilities acquired in a business combination. However, it is not practicable to separately identify the portion of revenue recognised during the period that relates to contract liabilities acquired as part of the business combination, as these balances were not tracked on a contract-by-contract basis at the time of acquisition.

The Group applies the practical expedient under IFRS 15 and does not disclose information about remaining performance obligations for contracts with an original expected duration of one year or less, as such contracts constitute the majority of the Group's revenue arrangements.

Company

The Company has no non-current trade and other payables.

2025

$

Current

Amounts owed to group undertakings

4,877

Accruals

32,648

Total current trade and other payables

37,525

22.

FINANCIAL LIABILITIES - BORROWINGS

Group

2025

$

Non-current

Bank loans

40,482,602

Unsecured loan notes

16,679,452

Total non-current

57,162,054

Bank loans

1,106,343

Total loans and borrowings

58,268,397

Unsecured loan notes

On 30 May 2025, Africa Adventures Bidco Limited ("Bidco"), a wholly owned subsidiary of the Company, issued unsecured fixed rate Series A loan notes amounting to $16.0m to the Company's immediate parent company, Africa Adventures Holdco Limited. Interest accrues at a fixed rate of 10% per annum.

Bidco may, at its election and subject to the intercreditor arrangements, settle the interest liability in cash or defer payment, in which case the interest continues to accrue on a compounding basis or may be capitalised through the issue of additional loan notes. Bidco has elected to defer the interest payable of $679,452 on the loan notes which is included in the above figure.

The loan notes are repayable on the earlier of an exit event or 30 May 2030 and are therefore classified as non-current liabilities, as the Group does not have an unconditional obligation to settle the loan notes within twelve months of the reporting date.

The unsecured loan notes are measured at amortised cost under IFRS 9, with interest expense recognised using the effective interest method.

Bank loans

On 16 May 2025, Africa Travel Investments Limited, an indirectly wholly owned subsidiary of the Company, entered into a senior facilities agreement with a lender providing two term loan facilities (Facility A and Facility B) and an Accordion Facility.

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

Facility B is a term loan facility of $30.0 million, which was also fully drawn during the period. The facility is repayable in full on its contractual maturity date of 30 May 2029, with an option to request the lenders to extend the facility for a further year, such request to be made no later than 29 days before the maturity date.

The Accordion Facility permits the Group to request additional funding of $7.5m, subject to the lenders' approval and compliance with leverage and other conditions. No amounts were drawn under the Accordion Facility during the reporting period.

Terms and amortised debt repayment schedule

1 year or less

1-2 years

2-5 years

Total

$

Bank loans

1,106,343

4,265,020

36,217,582

41,588,945

Interest

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

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

Measurement

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

Security

The facilities are secured by fixed and floating charges over the assets of the Company and certain other group undertakings pursuant to the transaction security documents. In respect of certain group undertakings, the related security documentation was formalised subsequent to the reporting date for certain group undertakings.

As at 31 October 2025, the Group was in compliance with all financial covenants applicable at that date. Under the terms of the bank loan agreement, Bidco was required to deliver its consolidated financial statements to the lending banks by 30 April 2026. This deadline was missed; however, subsequent to this deadline, the Directors received formal confirmation from the lenders that they have condoned the delayed delivery of the consolidated financial statements, with submission anticipated to be no later than 15 June 2026 - this deadline was met. The directors are in ongoing dialogue with the lending banks and, in light of this confirmation and subsequent submission, do not anticipate that the delayed submission will result in any enforcement action or have a material adverse impact on the Group's financial position.

Classification

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

Company

The Company does not have any borrowings.

23.

LEASING

Group

At 31 October 2025, the Group had lease contracts primarily in respect of land and buildings and motor vehicles.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases with lease payments recognised as an expense on a straight-line basis over the lease term.

Right-of-use assets and lease liabilities are presented in the Consolidated Statement of Financial Position as follows:

Lease liabilities:

2025

$

Arising on business combination

263,615

Interest expense

10,840

Lease payments - including prepaid rent costs offset against lease liability

(33,231

)

Foreign exchange

(6,970

)

At 31 October 2025

234,434

Lease liability

Lease liabilities are presented in the Statement of Financial Position as follows:

2025

$

Current lease liability

33,767

Non-current lease liability

200,667

Total lease liability (net of prepaid rent)

234,434

Discount rate

Lease liabilities are measured at the present value of lease payments.

For motor vehicles and all other leases, lease payments have been discounted using the Group's incremental borrowing rate, which ranged up to 10% during the period at the inception of the lease arrangements. The incremental borrowing rate was determined by reference to the Group's external financing arrangements, adjusted to reflect the term, currency and nature of the underlying leased assets.

The lease liabilities are typically secured by the related underlying right-of-use assets.

Lease arrangements in Ranger Safaris Limited and Pollman's Tours and Safaris Limited, involve an upfront premium paid at inception, resulting in no ongoing lease payments. Accordingly, whilst the Group has recognised right-of-use assets in respect of these properties, there are no associated lease liabilities, as the obligation to make future lease payments had been settled in full at inception.

The undiscounted maturity analysis of long and short lease liabilities at 31 October 2025 is as follows:

Within 1 year

2-5 years

More than 5 years

Total

$

31 October 2025

Lease payments

33,767

98,941

101,726

234,434

Net present values (net of prepaid rent)

33,767

98,941

101,726

234,434

Right of use assets:

Land and

buildings

Motor vehicles

Total

$

Cost or valuation

Arising on business combination

7,350,074

38,322

7,388,396

Additions

30,000

-

30,000

Disposals

-

(10,836

)

(10,836

)

Excahnge differences

27,869

(3,209

)

24,660

At 31 October 2025

7,407,943

24,277

7,432,220

Land and

buildings

Motor vehicles

Total

$

Accumulated depreciation and impairment

Depreciation

31,613

9,574

41,187

Exchange adjustments

1,005

1,050

2,055

At 31 October 2025

32,618

10,624

43,242

Net book value

At 31 October 2025

7,375,325

13,653

7,388,978

Company

The Company has no leasing contracts as at the reporting date.

24.	FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT

Group

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

-

Credit risk

-

Interest rate risk

-

Liquidity risk

-

Market risk

-

Foreign exchange risk

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

In addition to the Group disclosures, the parent company is exposed to the same categories of financial risk, although its exposure is more limited due to the nature and scale of its activities. The parent company's financial instruments primarily comprise intercompany receivables and payables arising in the normal course of business, together with accruals. These balances are not significant in the context of the Group and do not materially alter the overall risk profile.

The principal financial instruments used by the Group, from which financial instrument risk arises, are as

follows:

Financial assets:

-

Cash and cash equivalents

-

Trade and other receivables

Financial liabilities:

-

Trade and other payables

-

Other interest bearing loans and borrowings

-

Lease liabilities

-

Deferred consideration

Accounting classifications and fair values

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

31-Oct-25

Group

Company

Note

Total

$

Financial assets measured at amortised cost

Trade and other receivables

17

11,342,620

3,436

Cash and cash equivalents

18

25,495,892

61

36,838,512

3,497

Financial liabilities measured at fair value

Deferred consideration

21

14,755,755

-

Financial liabilities measured at amortised cost

Secured bank loans

22

41,588,945

-

Unsecured loan notes

22

16,679,452

-

Financial lease liabilities

23

234,434

-

Trade and other payables

21

11,196,653

37,525

At 31 October 2025

69,699,484

37,525

Financial instruments measured at fair value

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

Financial instruments not measured at fair value

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

Financial risk management objectives

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

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

1. Market risk

The Group is reliant on the demand of for tailor-made safaris. The Group has seen strong demand for travel in all markets post pandemic. This is expected to continue in the short term despite ongoing inflationary and costs of living pressures on the general economy and the Middle Eastern conflict.

Market risk is managed through maintaining an appropriate level of cost flexibility, operating across multiple source markets and destinations, and continuously monitoring booking trends and forward demand to enable timely operational and liquidity responses.

2 .Foreign currency risk management

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

The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:

Liabilities

Assets

2025

$

CHF

(21,102

)

-

EUR (€)

-

361,760

TZS

(1,363,605

)

-

GBP (£)

(145

)

774,371

KES

(48,169

)

-

(1,433,021

)

1,136,131

3. Interest rate risk management

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

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

At 31 October 2025, the Group's exposure to interest rate risk arises primarily from variable rate bank borrowings under Facility A and Facility B. Repayment terms are shown in note 22.

A reasonably possible change of 100 basis points in interest rates at the reporting date, with all other variables held constant, would increase/(decrease) profit before tax by approximately $0.40m, primarily as a result of changes in interest expense on variable rate borrowings.

The Group's unsecured loan note of $16m bears interest at a fixed rate of 10% and is not exposed to interest rate risk.

The sensitivity analysis has been determined based on the variable rate borrowings outstanding at the reporting date and assumes that these balances were outstanding for the full year.

4. Credit risk management

The Group's principal financial assets are cash and trade and other receivables. The Group does not have significant credit risk. All amounts due from customers must be settled prior to departure, minimising exposure to credit risk and all cash is held by banks with high credit ratings assigned by international rating agencies.

5. Liquidity risk management

Liquidity and interest risk tables

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

The following tables detail the Group's contractual maturities for its non-derivative financial liabilities (principal amounts) and have been drawn up based on the undiscounted contractual cash flows of financial liabilities, including unpaid interest at reporting date, where applicable. Future interest payments have not been considered in the tables below. The contractual maturity is based on the earliest date on which the Group may be required to pay.

Carrying amount

Total

Within 1 year

1 year

2-5 years

$

31 October 2025

Secured bank loans

41,588,945

42,000,000

1,750,000

2,500,000

37,750,000

Unsecured bank loans

16,679,452

-

16,679,452

Finance lease liabilities

234,434

235,434

33,767

98,941

101,726

Trade and other payables

11,230,741

-

Deferred consideration

14,755,755

-

84,489,327

84,901,382

27,770,263

2,598,941

54,531,178

Undrawn Accordion borrowing facilities

The Group has access to an accordion facility which permits it to request additional funding, subject to lender approval and satisfaction of specified conditions. As the facility is not committed and funding is subject to lender discretion, it is not included within the Group's committed borrowing facilities or available liquidity resources at 31 October 2025. No amounts were drawn under the facility at the reporting date.

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

Carrying amount

Total

Within 1 year

1 year

2-5 years

$

31 October 2025

Trade and other receivables

11,342,620

-

11,342,620

-

Company

Given the limited nature and scale of the Company's financial instruments, separate quantitative disclosures have not been presented, as the Company's exposure to credit risk, liquidity risk, interest rate risk, market risk and foreign currency risk is not materially different from the Group's overall exposure.

25.	PROVISIONS

Group

Reinstatement

$

Capitalised as part of the right-of-use asset

30,000

At 31 October 2025

30,000

Due after more than one year

30,000

Company

The Company has no provisions as at the reporting date.

26.	DEFERRED TAX

The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated statement of financial position:

Deferred tax balances

The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated statement of financial position:

2025

$

Deferred tax assets

-

Deferred tax liabilities

(3,067,789

)

The movement in deferred tax assets and liabilities (prior to offsetting of balances within the same jurisdiction as permitted by IAS 12) during the year are shown below.

Recognised in

profit or loss

Exchange

differences on

translation

Acquisition

Closing

balance

$

2025

Deferred tax (liabilities)/ assets in relation to:

Property, plant and equipment

(427,352

)

-

(1,063,478

)

(1,490,830

)

Brands recognised on acquisition

39,530

-

(1,897,500

)

(1,857,970

)

Foreign Exchange

-

115,421

-

115,421

Other temporary differences

(88,233

)

-

253,823

165,590

(476,055

)

115,421

(2,707,155

)

(3,067,789

)

Company

The Company had no deferred tax assets or liabilities in the current period.

27.	PENSION COMMITMENTS

The Group operates a defined contributions pension scheme. Certain overseas subsidiaries are required to make contributions to local national pension schemes in accordance with local statutory requirements.

The assets of all pension schemes are held separately from those of the Group in independently administered funds. The Group has no further obligations once contributions have been paid. The pension cost charge represents contributions payable by the Group to the fund and amounted to $406,043.

The Group operates statutory pension schemes in Kenya and Tanzania through contributions to the National Social Security Fund (NSSF). These arrangements are treated as defined contribution plans, as the Group's obligation is limited to the payment of fixed contributions into a publicly administered fund.

Contributions to the NSSF include both pension and social security elements. As the amounts cannot be separately identified, the full contributions are recognised within staff costs (Note 5) and disclosed as social security payments.

The Parent Company has no employees and therefore does not operate a pension scheme.

28.	CONTINGENT LIABILITIES

In April 2025, Ranger Safaris Limited ("Ranger") received transfer pricing corporate income tax assessments, including penalties, from the Tanzania Revenue Authority ("TRA") amounting to $510,000 in respect of the years of income 2022 and 2023. The subsidiary has objected to these assessments and filed an appeal with the TRA Board in November 2025. At the acquisition date, and based on information available at that time, the directors did not identify a present obligation arising from these matters and therefore no liability was recognised as part of the business combination. Based on current information, the directors continue to consider that it is not probable that the assessments will result in a material outflow of resources and therefore no provision has been recognised at the reporting date. The matter remains subject to ongoing appeal and review.

In May 2026, Ranger received further tax assessments from TRA amounting to approximately $1.6 million in respect of the 2024 year of income. The assessments comprise corporate income tax, value added tax and related payroll tax matters, principally arising from assessments issued on a representative assessee basis whereby profits attributed to ARP Africa Travel Limited and VAT relating to safari services sourced through Ranger in Tanzania were assessed in the hands of Ranger. Ranger has filed objections against these assessments and the matters remain subject to determination through the applicable tax dispute resolution procedures. Based on the current status of the proceedings, the nature of the issues in dispute and the information presently available, the directors do not consider it probable that an outflow of economic benefits will be required and, accordingly, the matters have been disclosed as contingent liabilities.

In May 2026, Pollman's Tours & Safaris Limited ("Pollman's") received a letter of findings from the Kenya Revenue Authority ("KRA") following their review of the transfer pricing transactions between Pollman's and ARP Africa Travel Limited covering the years of income 2018 to 2024. The KRA findings suggest an additional corporate income tax of approximately $2.4m, excluding penalties and interest to be paid by Pollman's, of which approximately $1.6 million relates to periods currently considered to be within the statutory assessment period. A formal response has been submitted by Pollman's disputing the proposed adjustments. As at the reporting date, KRA has not issued formal assessments and the matter still remains subject to review and, if necessary, the statutory objections and appeal procedures being followed under Kenyan tax legislation. Based on the current status and the early stage of the dispute , the directors are unable to reliably assess the likelihood of any ultimate liability arising. Accordingly, no provision has been recognised. The matter has been disclosed as a contingent liability and will continue to be monitored by the Directors.

29.	RELATED PARTY DISCLOSURES

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.

Details of transactions between the Group and other related parties are disclosed below.

Trading transactions with entities with common directors

A director of the Company is also a director and major shareholder of another overseas company. ARP Africa Travel Limited, an indirectly wholly owned subsidiary of the Company undertook the following transactions with this overseas company:

2025

$

Sale of holiday packages and fees receivable

3,171,147

Marketing fees

39,118

Amount due from related party at the reporting date

319,639

Amount due to related party at the reporting date

95,045

A director of Pollman's Tours and Safaris Limited (Pollman's), an indirectly wholly owned subsidiary of the Company, is also a director and/or shareholder of other overseas companies. Pollman's Tours and Safaris Limited undertook the following transactions with these overseas companies:

2025

$

Sale of goods and services

3,322

Purchase of goods and services

2,816,926

Payments on behalf of related company

1,154

Amount due to related parties ar the reporting date

584,191

Transactions with group entities

On 30 May 2025, Africa Adventures Bidco Limited, a wholly owned subsidiary of the Company issued unsecured loan notes of $16.0m to Africa Adventures Holdco Limited, the parent undertaking. Interest on these loan notes accrue at a fixed rate of 10% per annum, which amounted to $679,452 for the period. Further details of the terms and conditions of the loan notes are disclosed in Note 22 - Loans and Borrowings.

The amount outstanding at the reporting date was $16,679,452.

Transactions with a shareholder

On 30 May 2025, a company acquired 20% of the immediate parent company, Africa Adventures Holdco Limited.

As at the reporting date, an amount of $1,522,425 (including interest since the above acquisition date of $54,226) was payable by this related company to an indirectly wholly owned subsidiary of the Group.

30.	EVENTS AFTER THE REPORTING PERIOD

Under the terms of the Group's bank loan agreement, Africa Adventures Bidco Limited ("Bidco") was required to deliver its consolidated financial statements to the lending banks by 30 April 2026. This deadline was missed. Subsequently, the directors received formal confirmation from the lenders that they have condoned the delayed delivery of the Bidco's annual financial statements on the basis of an anticipated submission to be no later than 15 June 2026 - the deadline was met. The directors are in ongoing dialogue with the lending banks and, in light of this confirmation and subsequent submission, do not anticipate that the delayed submission will result in any enforcement action or have a material adverse impact on the Group's financial position. Accordingly, no adjustment has been made to these financial statements.

Subsequent to the reporting date, the Group invested approximately $3.28 million in new vehicles as part of its ongoing fleet replacement programme. The purchases were completed after the reporting date and therefore do not affect the recognition or measurement of assets and liabilities as at 31st October 2025. The expenditure has been funded through the Group's normal operating and financing arrangements and is consistent with the Group's strategic objective of maintaining and renewing its vehicle fleet. At 31 October 2025, the Group had no contractual capital commitments in respect of property, plant and equipment.

Refer to Note 28 Contingent Liabilities for details of further tax assessment / letter of findings issued by the Tanzania Revenue Authority and Kenya Revenue Authority subsequent to the reporting date.

31.	CONTROLLING PARTY

The Company's immediate Parent Company is Africa Adventures Holdco Limited, a company incorporated and registered in Mauritius.

The Company's ultimate Parent Company is Africa Adventures Topco Limited, a company incorporated and registered in Mauritius, and the Company's ultimate controlling party is Alterra Africa Accelerator G.P.

The largest group in which the results of the Company are consolidated is Africa Adventures Holdco Limited, a company incorporated in Mauritius and are not publicly available.

32.	RECONCILIATION OF PROFIT/LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

Group

$

Profit before income tax

5,357,627

Depreciation charges

805,150

Profit on disposal of fixed assets

(705

)

Amortisation charges

152,720

Foreign exchange difference

(978,628

)

Finance costs

2,686,337

Finance income

(287,921

)

7,734,580

Decrease in inventories

57,637

Increase in trade and other receivables

(5,281,681

)

Decrease in trade and other payables

(208,111

)

Cash generated from operations

2,302,425

Company

$

Loss before income tax

(34,029

)

Increase in trade and other receivables

(3,436

)

Increase in trade and other payables

37,525

Cash generated from operations

60

33.	CASH AND CASH EQUIVALENTS

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

Group

Company

Period ended 31st October 2025

31/10/25

21/1/25

31/10/25

21/1/25

$

Cash and cash equivalents

25,495,892

-

61

-

34.	BUSINESS COMBINATIONS

On 30 May 2025, the Company indirectly acquired 100% of the equity of ARP Africa Travel Limited, Ranger Safaris Limited, Pollman's Tours and Safaris Limited and Travel Union Inc, companies incorporated in the United Kingdom, Tanzania, Kenya and Mauritius, respectively. The details of the business combination are as follows:

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value

Fair value

adjustment

Fair value

$

Non-current assets

Property, plant and equipment

3,667,891

3,628,253

7,296,144

Right-of-use assets

1,745,911

5,642,485

7,388,396

Intangibles - computer software

18,458

-

18,458

Intangibles - branding

-

7,196,000

Total non-current assets

5,432,260

16,466,738

21,898,998

Current assets

Inventories

542,313

-

542,313

Corporation tax

957,660

-

957,660

Trade and other receivables

7,376,011

-

7,376,011

Cash and cash-equivalents

21,636,153

-

21,636,153

Total current assets

30,512,137

-

30,512,137

Creditors

Trade and other payables

(16,478,409

)

-

(16,478,409

)

Deferred tax asset/(liabilities)

313,986

(3,021,141

)

(2,707,155

)

Lease liabilities - short term

(25,102

)

-

(25,102

)

Lease liabilities - long term

(238,513

)

-

(238,513

)

Total identifiable net assets

19,516,359

13,445,597

32,961,956

Goodwill (see note 12)

71,541,670

Total purchase consideration

104,503,626

Consideration

$

Cash

89,747,871

Deferred consideration

14,755,755

Total purchase consideration

104,503,626

Cash outflow on acquisition

$

Purchase consideration settled in cash, as above

89,747,871

Less: Cash and cash equivalents acquired

(21,636,153

)

Net cash outflow on acquisition

68,111,718

The results of CGUs acquired since its acquisition are as follows:

Current period since

acquisition

$

Turnover

69,446,238

Result for the year

2,039,970

All revenue and expenses of the Company are attributable to the post-acquisition period. There were no operations or expenses prior to acquisition, and therefore, no meaningful pro-forma information to present.

The Company was incorporated on 21 January 2025 as a newly formed holding company established for the purpose of acquiring the subsidiary undertakings. Management has concluded that it is impracticable to determine reliably the revenue and profit or loss of the combined entity for the period from 21 January 2025 to 29 May 2025 as if the acquisition had occurred on 21 January 2025. This is because the information necessary to prepare such pro-forma financial information is not available without undue cost or effort and cannot be reconstructed with sufficient reliability. Accordingly, the disclosure required by IFRS 3.B64(q)(ii) has not been presented.

The acquisition was settled in cash amounting to $89,747,871.

The purchase agreement included additional earn out consideration of $14,755,755 which is due to be settled within 20 days after the signing of the audit report of Africa Adventures Bidco Limited. Further details are set out in Note 21.

Acquisition related costs amounting to $4,182,391 are not included as part of consideration transferred and have been recognised as an expense in the Consolidated Statement of Comprehensive Income (see note 6).

The purchase price may be subject to adjustments as the fair values of identified liabilities assumed, including tax-related balances, are based on currently available information and management's best estimates.

In particular, certain tax matters relating to the acquired subsidiaries in Tanzania remain subject to ongoing review and finalisation with the relevant tax authorities. Any adjustments arising from the final determination of these matters within the measurement period will be reflected retrospectively as part of the business combination accounting, with corresponding adjustments to goodwill where appropriate.

Goodwill of $71.5m arises on the acquisition and represents the excess of the consideration transferred over the fair value of the identifiable net assets acquired. It reflects expected future economic benefits from assets that are not individually identifiable or separately recognised. These benefits include the value of the assembled workforce, anticipated operational and commercial synergies (including cost efficiencies, cross selling opportunities and increased scale), and the acquired business's established market position. The goodwill balance also captures expected future growth and the benefits of established customer relationships where such relationships do not meet the criteria for separate recognition as intangible assets, primarily due to the absence of contractual or other legally enforceable rights and the difficulty in reliably measuring their fair value on a standalone basis.

35.	CAPITAL MANAGEMENT

The Group's capital management objectives are to safeguard its ability to continue as a going concern, to provide returns to shareholders and benefits to other stakeholders, and to maintain an optimal capital structure in order to reduce the cost of capital while ensuring sufficient financial flexibility to support ongoing operations and future growth.

Capital is managed on the basis of equity attributable to owners of the parent together with net debt, which comprises borrowings under the Group's senior facilities, net of cash and cash equivalents. The Group is subject to financial covenants under its senior debt facilities, including leverage and interest cover ratios, which are measured on a consolidated basis and monitored regularly by management.

As at 31 October 2025, the Group was in compliance with all externally imposed capital requirements and financial covenants applicable at that date. Please also refer to note 30 in regards to "events after the reporting date".