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Company Registration Number: 11380723 OVATION TRAVEL GROUP UK LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS 31 DECEMBER 2025
OVATION TRAVEL GROUP UK LIMITED COMPANY INFORMATION
Directors | Matthew David Charles Kelsall
| Tina Rose
| Sheena Varma
Registered number | 11380723
Registered office | 33 Charterhouse Street
| Farringdon
| London
| EC1M 6HA
Independent auditors | Armstrong Watson Audit Limited
| Chartered Accountants & Statututory Auditors
| 89 Seaward Street
| Glasgow
| G41 1HJ
OVATION TRAVEL GROUP UK LIMITED CONTENTS
| Page
Directors' Report | 1 - 2
Independent Auditors' Report | 3 - 6
Statement of Income and Retained Earnings | 7
Balance Sheet | 8
Notes to the Financial Statements | 9 - 13
OVATION TRAVEL GROUP UK LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
The principal activity for the company in the period under review was that of a holding company.
Directors
The directors who served during the year were:
Matthew David Charles Kelsall
Tina Rose
Sheena Varma
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Auditors
Under section 487(2) of the Companies Act 2006, Armstrong Watson Audit Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. Page 1
OVATION TRAVEL GROUP UK LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Small companies note
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Matthew David Charles Kelsall Director
Date: 14 July 2026
Page 2
OVATION TRAVEL GROUP UK LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OVATION TRAVEL GROUP UK LIMITED
Opinion
We have audited the financial statements of Ovation Travel Group UK Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Income and Retained Earnings, the Balance Sheet and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of matter
We draw attention to note 2.4 in the financial statements, which explains that the Company is expected to be dissolved following a group restructuring which is expected to be completed within the 12 months of the issue of these financial statements or shortly thereafter. As stated in note 2.4, these events indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Therefore, the Directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 2.4. Our opinion is not modified in respect of this matter. Page 3
OVATION TRAVEL GROUP UK LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OVATION TRAVEL GROUP UK LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Directors' Report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit; or ∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 4
OVATION TRAVEL GROUP UK LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OVATION TRAVEL GROUP UK LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: • the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and knowledge of the Company to identify or recognise non-compliance with applicable laws and regulations. • we identified the laws and regulations applicable to the company through discussions with directors and other management and review of appropriate industry knowledge. Key laws and regulations we identified during the audit were the UK Companies Act 2006 and tax legislation and UK employment legislation; • we assessed the extent of compliance with the laws and regulations identified above by making enquiries of management and • identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: • making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and • considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: • performed analytical procedures as a risk assessment tool to identify any unusual or unexpected relationships; • tested journal entries recorded on the Company’s finance system to identify unusual transactions that may indicate override of controls; • reviewed key judgements and estimates for any evidence of management bias. • reviewed the application of accounting policies with focus on those with heightened estimation uncertainty. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: • agreeing financial statement disclosures to underlying supporting documentation and • enquiring of management to identify actual and potential litigation and claims. Page 5
OVATION TRAVEL GROUP UK LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OVATION TRAVEL GROUP UK LIMITED (CONTINUED) Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remains a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations. 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. Martin Johnston CA (Senior Statutory Auditor) for and on behalf of Armstrong Watson Audit Limited Chartered Accountants & Statututory Auditors 89 Seaward Street Glasgow G41 1HJ 14 July 2026 Page 6
OVATION TRAVEL GROUP UK LIMITED STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Administrative expenses |  | (4,491) | (23,703)
Operating loss |  | (4,491) | (23,703)
Interest payable and similar expenses |  | (30,646) | -
Loss before tax |  | (35,137) | (23,703)
Loss after tax |  | (35,137) | (23,703)
Retained earnings at the beginning of the year |  | (406,551) | (382,848)
|  | (406,551) | (382,848)
Loss for the year |  | (35,137) | (23,703)
Retained earnings at the end of the year |  | (441,688) | (406,551)
The notes on pages 9 to 13 form part of these financial statements.
Page 7
OVATION TRAVEL GROUP UK LIMITED REGISTERED NUMBER: 11380723 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 4 |  | 2,632,677 |  | 2,632,677
|  |  | 2,632,677 |  | 2,632,677
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 5 | 11,110 |  | 11,110 |
Cash at bank and in hand | 6 | 121 |  | 52 |
|  | 11,231 |  | 11,162 |
Creditors: amounts falling due within one year | 7 | (2,974,485) |  | (2,939,279) |
Net current liabilities |  |  | (2,963,254) |  | (2,928,117)
Total assets less current liabilities |  |  | (330,577) |  | (295,440)
Net liabilities |  |  | (330,577) |  | (295,440)
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 111,111 |  | 111,111
Profit and loss account | 8 |  | (441,688) |  | (406,551)
|  |  | (330,577) |  | (295,440)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Matthew David Charles Kelsall
Director
Date: 14 July 2026
The notes on pages 9 to 13 form part of these financial statements. Page 8
OVATION TRAVEL GROUP UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Ovation Travel Group UK Limited is a private company limited by shares, incorporated in England. The company's principal place of business is 33 Charterhouse Street, Farringdon, London, EC1M 6HA. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Global Business Travel Group, Inc. as at 31 December 2025 and these financial statements may be obtained from 666 Third Avenue, 4th Floor, New York NY 10017, United States.
| 2.3 | Exemption from preparing consolidated financial statements
The Company is a wholly owned subsidiary of GBT Travel Services UK Limited and of its ultimate parent company, Global Business Travel Group Inc. (GBTG), a company incorporated in Delaware, New York, USA. The Company is included in the consolidated financial statements of GBTG which are publicly available. The Company is exempt by virtue of s401 of the United Kingdom Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information about the Company as an individual undertaking and not about its group.
| 2.4 | Going concern
In preparing these financial statements, the Directors of the company have given careful consideration to current and anticipated future solvency requirements of the company and the appropriateness of preparing the financial statements on a going concern basis. As a result of a group-wide restructuring, the Directors expect that within the 12 months from the issue of these financial statements that Ovation Travel Group UK Limited will be voluntarily struck off. The dissolution is directed towards providing a consolidated group structure of the Global Business Travel Group. As a result of this expected restructuring the Directors have prepared these financial statements on a non-going concern basis under the expectation that the company Ovation Travel Group UK Limited will be dissolved either within 12 months of the date of issue of these financial statements or shortly thereafter. The anticipated costs of dissolution have been considered nominal at this stage and therefore, no such provisions have been accrued into these financial statements. Page 9
OVATION TRAVEL GROUP UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.6 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.7 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 10
OVATION TRAVEL GROUP UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.9 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.10 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.11 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
3. | Employees
| The average monthly number of employees, including directors, during the year was 3 (2024 - 3).
4. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2025 | 2,632,677
| At 31 December 2025 | 2,632,677
5. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other debtors | 11,110 | 11,110
|  | 11,110 | 11,110
Page 11
OVATION TRAVEL GROUP UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 121 | 52
|  | 121 | 52
7. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 2,974,485 | 2,939,279
|  | 2,974,485 | 2,939,279
8. | Reserves
Profit and loss account The profit and loss account reserve records retained earnings and accumulated losses.
9. | Related party transactions
| The company has taken advantage of the exemption, under the terms of Financial Reporting 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
10. | Post balance sheet events
On 2 May 2026, Global Business Travel Group, Inc. (“GBTG”), the ultimate parent of Ovation Travel Group UK Limited, entered into an Agreement and Plan of Merger whereby GBTG is to be acquired by Long Lake Management. The completion of the merger is subject to customary closing conditions, including shareholder approval and required regulatory clearances. The transaction is expected to complete in the second half of 2026. After completion GBTG will no longer be a publicly listed company. This transaction represents a non-adjusting post-balance sheet event for the Company. It is not practical to estimate the financial effect of the merger on the Company at this stage, and the merger is not expected to impact the Company's ability to continue as a going concern. Page 12
OVATION TRAVEL GROUP UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Controlling party
The immediate parent of the Company is GBT Travel Services UK Limited, a company incorporated in England and Wales and the registered office is 33 Charterhouse Street, Farringdon, London, EC1M 6HA. The ultimate parent company and controlling party is Global Business Travel Group, Inc. (GBTG), a Delaware corporation, which is publicly-traded on the NYSE under the stock symbol GBTG. Additional information about Global Business Travel Group, Inc. can be found on our investor relations page at (https://investors.amexglobalbusinesstravel .com/overview/default .aspx) and in SEC filings. For the year to 31 December 2025 the smallest and largest group to consolidate these financial statements is Global Business Travel Group, Inc., a Delaware corporation. Copies of the Global Business Travel Group, Inc. consolidated financial statements can be obtained from 666 Third Avenue, 4th Floor, New York NY 10017, United States.
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