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Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2025
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PROJECT DANIEL TOPCO LIMITED
COMPANY INFORMATION
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PROJECT DANIEL TOPCO LIMITED
CONTENTS
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PROJECT DANIEL TOPCO LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their Strategic Report for the period from incorporation on 30 September 2024 to 31 December 2025.
The Company was incorporated on 30 September 2024. The financial statements have been prepared for the period from incorporation to 31 December 2025, being a period of 15 months. Group trading activity commenced following the acquisition of Fuji Topco Limited and Inside Travel Group Limited on 29 October 2024. As this is the first period of account, no comparative information is presented.
The principal activity of the Group is marketing and arranging accommodation and itineraries for tourist visits to Asia. The principal activity of the Company is that of a holding company.
The Group arranges expertly designed, seamlessly delivered Cultural Adventure trips for clients who value a caring, personalised service at every interaction. The Group operates through two brands: InsideJapan Tours and InsideAsia Tours. During the period, the Group looked after 17,946 travelling passengers whilst maintaining high standards of customer care and satisfaction reflected in a Net Promoter Score (NPS) of 89.33 and 97.8% excellent and good trip reviews. Our positive impact work for our destinations focused on promoting tourism as a force for good:
∙The Group launched its overtourism strategy externally, including an initiative to promote under-visited destinations to spread demand and reduce pressure on high-visitation destinations.
∙Customer itineraries increasingly incorporated these destinations, supporting the Group’s objective of distributing tourism benefits more widely across destination communities.
∙The Group continued to develop community and environmental initiatives linked to its product and operations, including expansion of customer-led donation mechanisms and nature-based projects.
The Group worked closely with other B Corp travel companies to share best practice in these areas and hosted the Travel by B Corp Spring meeting.
Focusing on the ITG Formula of Customer Obsession, Specialism and Business for Good continues to serve the Group and its stakeholders well, with strong EBITDA generation alongside significant donations to charitable causes. Financial position review At 31 December 2025, the Group held a net liability position of £3,949,487 and a cash balance of £15,102,696, providing a solid platform to support ongoing operations and future growth. The net liability position primarily reflects bank borrowings & loan notes used to finance acquisitions within the Group.
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PROJECT DANIEL TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Group had a strong start to the new financial year. The crisis in the Middle East has impacted new bookings from March 2026. It is expected that the impact will be short-term and that underlying demand for long-haul experiential travel will remain strong. The logistical challenges presented showed the Group demonstrating its commitment to customer care. The impact of this is not deemed by the Directors to be a disclosable material event.
The directors recognise their duty under section 172(1) of the Companies Act 2006 to act in a way they consider,
in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, the directors have regard to: 1) the likely long term consequences of decisions; 2) the interests of employees; 3) relationships with suppliers and customers; 4) the impact of operations on the community and the environment; 5) the desirability of maintaining a reputation for high standards of business conduct; and 6) the need to act fairly between members of the company During the period, the Board considered these factors as part of its regular review of strategy, performance and risk, supported by information provided by management and through engagement with key stakeholder groups. Employees The Group considers employees to be central to its continued success. Throughout the period, the Group maintained a strong focus on employee engagement, development and retention, supported by regular communication, performance updates and structured feedback mechanisms.
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PROJECT DANIEL TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Customers
The Group’s strategy is focused on delivering high-quality, personalised travel experiences. The Board regularly reviews customer satisfaction measures, including Net Promoter Score and customer feedback, and considers these in the development of the Group’s product offering and service delivery. The Group also provides opportunities for customers to contribute to positive social outcomes through initiatives such as the IC card donation scheme and other charitable programmes operating within its destinations. Suppliers and Business Partners The Group maintains long-term relationships with local suppliers and partners in its destinations. Product development initiatives, including the expansion of under-visited destinations, are designed to create wider economic benefits from tourism and reduce concentration in heavily visited locations. Communities The Board recognises the role the Group can play in supporting communities in its destinations. During the period, the Board considered initiatives designed to increase the positive economic impact of tourism and support local communities through the Group’s Giving Back Fund and related programmes. Environment The Board recognises that the Group’s activities have environmental impacts, particularly through customer travel. During the period, the Board reviewed information on greenhouse gas emissions and progress against environmental objectives, including the development of a long-term Climate Action Plan and associated targets. This information informs ongoing decision-making on product design, supplier engagement and operational practices. Decision-making The Board integrates consideration of stakeholder impacts into its decision-making processes through regular reviews of strategy, risk and performance. Decisions taken during the period reflected a balance between short term performance and the long-term sustainability of the business and its relationships with stakeholders.
The management of the business and execution of the Group’s strategy are subject to a number of risks and uncertainties. The principal risks considered by the directors are:
∙Geo-political events and natural disasters - our customers travel to politically stable countries in Japan and South-East Asia. The Group has a management infrastructure to review potential natural disasters, crisis management plans in place, and a team experienced in dealing with natural disasters.
∙Financial risk – the Group operates in a sector that is exposed to financial risk caused by the volatility of foreign currency exchange rates. The Group is directly exposed to movements in exchange rates as a large proportion of the travel components it sells are denominated in foreign currency. This risk is mitigated by hedging.
∙Commercial relationships – the Group has well established and close relationships with suppliers and risk is spread by not placing an over-reliance on any one supplier in any one area. The management team meets regularly with suppliers to maintain good working relationships and to understand the suppliers’ financial position.
∙Information technology – the Group is heavily reliant upon information technology. Investment is continually being made to ensure the Group has advanced and efficient systems in place to speed up processing, reduce costs, and enhance reporting. However, there is a risk if a major failure were to affect selling
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PROJECT DANIEL TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
systems. Procedures are therefore in place to minimise the time the selling system is unavailable in the event of such a failure.
∙Consumer confidence – the demand for tailormade and small group tour travel is affected by local and global economic conditions. The directors believe the Group can adapt quickly to changes in outbound demand and local market conditions as it continues to be flexible in its customer proposition to suit the economic climate. Notwithstanding, a prolonged period of booking slowdown, such as evidenced by the COVID-19 outbreak, would adversely affect financial results.
This report was approved by the board and signed on its behalf.
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PROJECT DANIEL TOPCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the period ended 31 December 2025.
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Company was incorporated on 30 September 2024 and acquired Fuji Topco Limited and its subsidiary undertakings on 29 October 2024.
The Group operates branches located in the USA, Australia and Japan.
The loss for the period, after taxation, amounted to £3,807,368.
The Group paid dividends of £Nil during the period. No dividends have been declared post period-end.
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PROJECT DANIEL TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors who served during the period were:
Further information on the business review for the Group can be found in the Strategic Report.
Political donations The Group made no political donations and incurred no political expenditure during the year.
Our engagement with suppliers, customers, and others is detailed within the strategic report.
The Directors recognise that employee engagement is fundamental to the Group’s long-term success and continue to foster an open, collaborative and inclusive culture across the Group. During the period, the Group maintained regular two-way communication channels with employees, including all-company updates, team briefings, surveys, and feedback forums, enabling colleagues across our international locations to contribute ideas and raise matters of interest or concern. The Group continued to invest in initiatives to support wellbeing, diversity and inclusion. Employee feedback is actively sought and considered in decision-making, particularly in relation to operational improvements and the ongoing enhancement of systems and processes. The Directors are encouraged by the high levels of engagement observed during the period and remain committed to ensuring that the Group is a supportive environment where employees feel valued, informed and empowered to contribute to its objectives.
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PROJECT DANIEL TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Group reports its energy usage and carbon emissions in accordance with the Streamlined Energy and Carbon Reporting (SECR) regulations. As trading commenced following the acquisitions on 29 October 2024, the energy consumption and emissions data presented below relate to a 14-month period.
Energy consumption Total UK electricity consumption for the period ended 31 December 2025 was:
∙Electricity and other energy use: 130,352 kWh
The Group’s UK office electricity is supplied on a 100% renewable tariff. As a result, market-based Scope 2 emissions are significantly lower; however, SECR disclosures are presented on a location-based basis for consistency and comparability. Greenhouse gas emissions Scope 1 and Scope 2 greenhouse gas emissions associated with the Group’s UK energy use were:
∙27.5 tCO2e (location-based)
These emissions arise from energy consumption within the Group’s UK operational boundary. Intensity ratio The Group’s chosen intensity metric is tonnes of CO2e per £ million of revenue. Based on Scope 1 and Scope 2 emissions of 27.5 tCO2e and revenue of £91.1m, the intensity ratio for the period is 0.302 tCO2e per £m. Methodology Energy consumption and greenhouse gas emissions have been calculated using the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard and UK Government conversion factors. Emissions are reported on a location-based basis. Voluntary reporting The Group also measures its wider emissions footprint, including Scope 3 emissions associated with customer travel and supply chains. These are not included within the SECR boundary, which is limited to UK energy use, but are used internally to inform strategy and are reported through separate voluntary disclosures.
The Group will continue to invest in the development and launch of new destinations in Asia, product development in the luxury and family markets, the roll out of its under-visited destinations strategy, and in the development of its systems.
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PROJECT DANIEL TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors have concluded that no other material events have occurred since the date of approval of these financials statements that would affect the financial statements of the Group.
The auditors, Xeinadin Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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PROJECT DANIEL TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT DANIEL TOPCO LIMITED
We have audited the financial statements of Project Daniel Topco Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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PROJECT DANIEL TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT DANIEL TOPCO LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial 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.
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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PROJECT DANIEL TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT DANIEL TOPCO LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙Enquiry of management and those charged with governance around actual and potential litigation and claims to identify any instances of non-compliance with laws and regulations;
∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statement. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with the applicable laws and regulations.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Group is subject to many other laws and regulations where the consequence of noncompliance could have a material effect on amounts or disclosures in the financial statements, for instance the imposition of fines or litigation or the loss of the Group’s license to operate. We identified the following areas as those most likely to have such an effect: ATOL and ABTOT compliance recognising the nature of the Group’s activities. Auditing standards limit the required audit procedures to identify non compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
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PROJECT DANIEL TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT DANIEL TOPCO LIMITED (CONTINUED)
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
Level 5a
Maple House
149 Tottenham Court Road
W1T 7NF
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PROJECT DANIEL TOPCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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PROJECT DANIEL TOPCO LIMITED
REGISTERED NUMBER: 15985507
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 21 to 47 form part of these financial statements.
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PROJECT DANIEL TOPCO LIMITED
REGISTERED NUMBER: 15985507
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 21 to 47 form part of these financial statements.
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