Company registration number 10109855 (England and Wales)
Travcorp Holdings Limited
Group annual report and consolidated financial statements
For the year ended 31 December 2025
TRAVCORP HOLDINGS LIMITED
Travcorp Holdings Limited
COMPANY INFORMATION
Directors
Mr M D Lawton
Mr M D Appleby
Mr A I Botterill
Mr T G Carty
Mr J W Edwards
Mr A J Shapin
Mr S J Woods
Mr A D Freeth
(Appointed 20 January 2025)
Secretary
Mr M D Lawton
Company number
10109855
Registered office
Unit 14 Telford Court
Chester Gates Business Park
Dunkirk
Chester
England
CH1 6LT
Auditor
DJH Audit Limited
The Exchange
5 Bank Street
Bury
Lancashire
BL9 0DN
TRAVCORP HOLDINGS LIMITED
Travcorp Holdings Limited
CONTENTS
Page
Strategic report
1 - 5
Directors' report
6 - 7
Directors' responsibilities statement
8
Independent auditor's report
9 - 11
Group statement of comprehensive income
12
Group statement of financial position
13 - 14
Company statement of financial position
15
Group statement of changes in equity
16
Company statement of changes in equity
17
Group statement of cash flows
18
Notes to the financial statements
19 - 38
Travcorp Holdings Limited
Strategic report
For the year ended 31 December 2025
- 1 -

The directors present their strategic report for Travcorp Holdings Limited and its subsidiaries (the “Group”) for the year ended 31 December 2025.

Principal Activity and Business Overview

Travcorp Holdings Limited is a UK based travel group operating as a tour operator and online travel agent, headquartered in Chester with additional outsourced operations in South Africa and India.

During the year, the Group underwent a material strategic expansion, completing the acquisition on 16 July 2025 of:

- Specialist Holidays (Travel) Limited

- Travelmood Limited

- Specialist Holiday Group Ireland Limited

These acquisitions introduced three well established premium brands: Citalia, Sovereign Luxury Travel and American Holidays, significantly broadening the Group’s product offering into:

- Luxury and premium travel

- Italian specialist holidays

- Tailor-made, multi-centre itineraries

- Long-haul and experiential travel

- Additional consumer and new B2B markets in the UK and Ireland

This complements the Group’s existing brands:

- Destination2 (affordable long-haul premium holidays)

- Destination2 Cruise (cruise focused offering)

As a result, the Group has evolved into a multi-brand specialist travel operator offering a wide range of differentiated holiday products across both short-haul and long-haul markets.

Strategic Development and Acquisition Impact

The FY25 financial year represents a step change period for the Group, with the completion of strategic acquisitions significantly reshaping the scale and positioning of the business. The Group:

- Expanded into specialist and premium holiday segments

- Increased revenue scale and total transaction value

- Diversified geographic reach and customer mix

- Introduced higher margin, tailor-made and experiential products

- Enabled cross-brand purchasing, marketing and operational synergies

The acquisitions reflect the strategic value of well-established brands, customer relationships and anticipated synergies across the enlarged Group.

These developments position the Group as a more diversified travel operator, with an enhanced product offering and improved long-term growth potential.

Travcorp Holdings Limited
Strategic report (continued)
For the year ended 31 December 2025
- 2 -

Change in Accounting Policy - Turnover Recognition

During FY25, the Group implemented a change in revenue recognition policy, aligning all businesses to a departure-based recognition model.

This approach more accurately reflects the delivery of travel services to customers and improves consistency across the Group’s financial reporting.

The financial impact of this change is:

- £3.489m reduction in opening retained earnings

- £634k reduction in FY25 profit

This change enhances comparability across the enlarged Group and aligns reporting more closely with industry practice following acquisitions completed in the year.

Financial Performance

The Directors have considered the presentation of the Group’s financial performance following the acquisition activity completed during the year.

The Group generated EBITDA of £3.455m before adjustments required under statutory reporting. These adjustments primarily relate to:

- Revenue recognition timing differences associated with ATOL-protected bookings, recognised on a departure basis under statutory reporting;

- Exceptional costs incurred during the year, including acquisition and integration-related items; and

- Investment income recognised within the statutory results.

After reflecting these items, the Group reported an adjusted profit before tax of £1.4m.

The Directors believe this presentation provides a clear view of the Group’s performance for the year.

The Group delivered significant revenue growth in FY25, largely driven by acquisitions and continued trading momentum:

- The Group’s revenue increased to £144.9m (FY24: £109.6m)

- Adjusted profit before taxation (before exceptional items) was £1.4m

Statutory profit before taxation was £0.5m (FY24 restated: £1.7m), reflecting:

- Exceptional acquisition related costs of £861k

- Increased amortisation of acquisition related intangible assets

- The impact of the change in revenue recognition policy

Excluding exceptional items, the adjusted profit before taxation demonstrates the continued strength of the Group’s underlying trading performance following the acquisitions.

Financial Position

At 31 December 2025, the Group’s financial position reflects the impact of acquisitions completed during the year together with the seasonal working capital profile typical of the travel sector.

Net assets increased to £4.4m (FY24: £4.1m), with a significant increase in intangible assets following recognition of goodwill on acquisition. Cash balances remained strong at £25.8m.

Travcorp Holdings Limited
Strategic report (continued)
For the year ended 31 December 2025
- 3 -
Operational Performance and Key Performance Indicators

Key operational indicators demonstrate continued growth in customer demand and the scale of the Group’s operations.

The following KPIs are presented on a departure basis. Growth in the year reflects both the contribution from newly acquired businesses and continued underlying demand across the Group.

KPI | 2025 | 2024 (restated) | % change
Total Transaction Value (£’000) | 168,795 | 134,987 | +25%
Bookings | 48,273 | 46,696 | +3%
Passengers | 132,688 | 127,433 | +3%

The increase in Total Transaction Value reflects the substantial expansion of the Group following the acquisitions, together with continued growth in core trading activity.

Bookings and passenger volumes increased modestly year-on-year, reflecting stable underlying demand across both legacy and acquired brands.

The enlarged Group benefits from a broader product offering, supporting improved customer engagement and long-term value through increased opportunities for repeat bookings.

Market Conditions and Challenges

The Group operated within a challenging external environment during the year.

Key market factors included:

- Ongoing aviation capacity constraints

- Elevated pricing across airlines and accommodation

- Macroeconomic pressures on UK consumers

- Continued geopolitical uncertainty

- Increased competition and distribution costs

These conditions affected booking conversion and margin across the sector. However, underlying demand for overseas travel remained resilient throughout the financial year.

Travcorp Holdings Limited
Strategic report (continued)
For the year ended 31 December 2025
- 4 -
Strategic Priorities and Future Developments

Having successfully achieved its key strategic objectives during the year, including the completion of transformational acquisitions, the Group's focus now shifts to optimising and integrating its proprietary technology platforms, delivering operational efficiencies and driving sustainable growth.

Key strategic priorities include:

1. Integration and Synergies

- Alignment of systems, operations and purchasing

- Delivery of operational efficiencies and cost synergies

- Leveraging shared infrastructure and supplier relationships

2. Product Expansion

- Growth in tailor-made and multi-centre holidays

- Expansion of premium and experiential product ranges

- Continued development of long-haul and cruise offerings

- Launch of new destinations

3. Customer and Revenue Growth

- Increased focus on direct channels and retention

- Expansion of CRM and marketing capabilities

- Cross-selling opportunities across brands

4. Further Strategic Acquisitions

- Ongoing evaluation of complementary travel businesses

- Focus on specialist and higher-margin segments

5. Responsible and Sustainable Growth

- Maintaining high standards of customer safety and wellbeing

- Monitoring environmental and regulatory developments impacting travel

- Ensuring robust governance and regulatory compliance across the enlarged Group

- Continued focus on customer service and reviews

- Progressing its ESG strategy

These initiatives support the Group’s ambition to enhance profitability and strengthen its competitive position.

Principal Risks and Uncertainties

The principal risks facing the Group remain broadly consistent with the prior year and include:

- Geopolitical instability affecting destinations

- Currency fluctuations impacting cost base

- Competitive pressures and rising acquisition costs

- Regulatory requirements including ATOL and IATA compliance

- Cyber security and technology resilience

- Variability in customer demand

The Group continues to monitor these risks and maintains appropriate mitigation strategies and governance processes.

Travcorp Holdings Limited
Strategic report (continued)
For the year ended 31 December 2025
- 5 -

Summary

FY25 represents a significant step-change in the scale and strategic positioning of Travcorp Holdings Limited.

Through targeted acquisitions and continued investment, the Group has:

- Materially broadened its product offering

- Entered higher-value specialist travel segments

- Increased its overall revenue base

- Strengthened its long-term growth platform

Whilst short-term profitability has been impacted by integration costs and accounting changes, the underlying trading performance remains strong.

The Directors believe the Group is well positioned to deliver sustained growth, improved profitability and enhanced shareholder value in future years.

On behalf of the board

Mr A I Botterill
Director
19 June 2026
TRAVCORP HOLDINGS LIMITED
Travcorp Holdings Limited
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -

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

Principal activities

The principal activity of the company in the year under review was that of a holding company.

The principal activity of the group in the year under review was that of an online travel agency.

Results and dividends

The results for the year are set out on page 12.

Ordinary dividends were paid amounting to £202,560. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr M D Lawton
Mr M D Appleby
Mr A I Botterill
Mr T G Carty
Mr J W Edwards
Mr A J Shapin
Mr S J Woods
Mr A D Freeth
(Appointed 20 January 2025)
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Auditor

The auditor, DJH Audit Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Strategic report

The true group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

TRAVCORP HOLDINGS LIMITED
Travcorp Holdings Limited
DIRECTORS' REPORT (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mr A I Botterill
Director
19 June 2026
Travcorp Holdings Limited
Directors' responsibilities statement
For the year ended 31 December 2025
- 8 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable U nited K ingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Travcorp Holdings Limited
Independent auditor's report
To the members of Travcorp Holdings Limited
- 9 -
Opinion

We have audited the financial statements of Travcorp Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 group's and the parent company's affairs as at 31 December 2025 and of the group's profit 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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's and 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Travcorp Holdings Limited
Independent auditor's report (continued)
To the members of Travcorp Holdings Limited
- 10 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- T he information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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' r esponsibilities s tatement, 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor's 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.

Travcorp Holdings Limited
Independent auditor's report (continued)
To the members of Travcorp Holdings Limited
- 11 -

As part of our planning process:

- We enquired of management the systems and controls the group has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud.

- We obtained an understanding of the legal and regulatory frameworks applicable to the group. We determined that the following were most relevant: FRS 102, Companies Act 2006, Health & Safety at Work 1974, Employment Act 2008, Employment Act 2008, International Air Transport Association framework (IATA) and The Civil Aviation (Air Travel Organisers' Licensing) Regulations 2012, and General Data Protection Regulations (GDPR).

- We considered the incentives and opportunities that exist in the group, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

- Using our knowledge of the group, together with the discussions held with the group at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

- Identifying and testing journal entries, in particular those that were significant or unusual.

- Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

- Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to estimating the useful life and residual values of assets, provisions for bad debts, categorisation of leases and the impairment of investment balances.

- Assessing the extent of compliance, or lack of, with the relevant laws and regulations.

- Testing key turnover lines, in particular cut-off, for evidence of management bias.

- Obtaining third-party confirmation of material bank balances.

- Documenting and verifying all significant related party balances and transactions.

- Testing all material consolidation adjustments.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Kate Hughes (Senior Statutory Auditor)
For and on behalf of DJH Audit Limited, Statutory Auditor
Accountants
The Exchange
5 Bank Street
Bury
Lancashire
BL9 0DN
19 June 2026
TRAVCORP HOLDINGS LIMITED
Travcorp Holdings Limited
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
as restated
Notes
£
£
Turnover
6
144,891,922
109,597,197
Cost of sales
(118,994,225)
(92,078,145)
Gross profit
25,897,697
17,519,052
Administrative expenses
(25,652,214)
(16,883,138)
Exceptional item
7
(861,304)
-
0
Operating (loss)/profit
8
(615,821)
635,914
Interest receivable and similar income
1,024,099
1,115,099
Interest payable and similar expenses
10
87,809
(12,829)
Profit before taxation
496,087
1,738,184
Tax on profit
11
(52,458)
(202,067)
Profit for the financial year
24
443,629
1,536,117
Other comprehensive income
Currency translation gain taken to retained earnings
13,556
-
0
Total comprehensive income for the year
457,185
1,536,117
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
TRAVCORP HOLDINGS LIMITED
Travcorp Holdings Limited
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 13 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
13
9,996,771
152,321
Other intangible assets
13
3,321,640
1,333,522
Total intangible assets
13,318,411
1,485,843
Tangible assets
14
1,063,588
885,394
14,381,999
2,371,237
Current assets
Debtors
17
19,422,823
14,716,869
Cash at bank and in hand
25,848,581
23,941,324
45,271,404
38,658,193
Creditors: amounts falling due within one year
18
(53,221,091)
(36,493,121)
Net current (liabilities)/assets
(7,949,687)
2,165,072
Total assets less current liabilities
6,432,312
4,536,309
Creditors: amounts falling due after more than one year
19
(1,537,207)
-
0
Provisions for liabilities
Provisions
20
87,056
-
0
Deferred tax liability
21
419,566
402,451
(506,622)
(402,451)
Net assets
4,388,483
4,133,858
Capital and reserves
Called up share capital
23
495
495
Share premium account
24
3,433,442
3,433,442
Other reserves
24
777,990
777,990
Profit and loss reserves
24
176,556
(78,069)
Total equity
4,388,483
4,133,858
TRAVCORP HOLDINGS LIMITED
Travcorp Holdings Limited
GROUP STATEMENT OF FINANCIAL POSITION (continued)
AS AT
31 DECEMBER 2025
31 December 2025
- 14 -
The financial statements were approved by the board of directors and authorised for issue on 18 June 2026 and are signed on its behalf by:
18 June 2026
Mr M D Lawton
Director
Company registration number 10109855 (England and Wales)
TRAVCORP HOLDINGS LIMITED
Travcorp Holdings Limited
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December 2025
- 15 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
15
11,156,483
1,168,588
Current assets
Debtors
17
13,700
4,801,819
Cash at bank and in hand
2,079
3,366
15,779
4,805,185
Creditors: amounts falling due within one year
18
(5,414,117)
(1,665,197)
Net current (liabilities)/assets
(5,398,338)
3,139,988
Total assets less current liabilities
5,758,145
4,308,576
Creditors: amounts falling due after more than one year
19
(1,500,000)
-
0
Net assets
4,258,145
4,308,576
Capital and reserves
Called up share capital
23
495
495
Share premium account
24
3,433,442
3,433,442
Other reserves
24
777,990
777,990
Profit and loss reserves
24
46,218
96,649
Total equity
4,258,145
4,308,576

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £152,130 (2024 - £202,095 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 18 June 2026 and are signed on its behalf by:
18 June 2026
Mr M D Lawton
Director
Company registration number 10109855 (England and Wales)
TRAVCORP HOLDINGS LIMITED
Travcorp Holdings Limited
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 31 December 2024:
Balance at 1 January 2024
495
3,433,442
777,990
1,809,073
6,021,000
Effect of change in accounting policy
-
-
-
(3,220,699)
(3,220,699)
As restated
495
3,433,442
777,990
(1,411,626)
2,800,301
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
1,536,117
1,536,117
Dividends
12
-
-
-
(202,560)
(202,560)
Balance at 31 December 2024
495
3,433,442
777,990
(78,069)
4,133,858
Year ended 31 December 2025:
Profit for the year
-
-
-
443,629
443,629
Other comprehensive income:
Currency translation differences
-
-
-
13,556
13,556
Total comprehensive income
-
-
-
457,185
457,185
Dividends
12
-
-
-
(202,560)
(202,560)
Balance at 31 December 2025
495
3,433,442
777,990
176,556
4,388,483
TRAVCORP HOLDINGS LIMITED
Travcorp Holdings Limited
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 31 December 2024:
Balance at 1 January 2024
495
3,433,442
777,990
97,113
4,309,040
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
-
202,096
202,096
Dividends
12
-
-
-
(202,560)
(202,560)
Balance at 31 December 2024
495
3,433,442
777,990
96,649
4,308,576
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
-
152,129
152,129
Dividends
12
-
-
-
(202,560)
(202,560)
Balance at 31 December 2025
495
3,433,442
777,990
46,218
4,258,145
TRAVCORP HOLDINGS LIMITED
Travcorp Holdings Limited
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
2025
2024
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
1
16,380,862
2,988,967
Interest paid
(8,545)
(12,829)
Income taxes paid
(1,843,336)
-
0
Net cash inflow from operating activities
14,528,981
2,976,138
Investing activities
Purchase of intangible assets
(3,324,019)
(1,137,263)
Purchase of tangible fixed assets
(297,041)
(140,647)
Purchase of subsidiaries
(10,340,978)
-
Repayment of loans
202,560
(75)
Interest received
1,024,099
1,115,099
Net cash used in investing activities
(12,735,379)
(162,886)
Financing activities
Repayment of bank loans
-
(208,338)
Purchase of derivatives
302,659
-
Dividends paid to equity shareholders
(202,560)
(202,560)
Net cash generated from/(used in) financing activities
100,099
(410,898)
Net increase in cash and cash equivalents
1,893,701
2,402,354
Cash and cash equivalents at beginning of year
23,941,324
21,538,970
Effect of foreign exchange rates
13,556
-
0
Cash and cash equivalents at end of year
25,848,581
23,941,324
TRAVCORP HOLDINGS LIMITED
Travcorp Holdings Limited
GROUP STATEMENT OF CASH FLOWS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
1
Cash generated from group operations
2025
2024
£
£
Profit after taxation
443,629
1,536,117
Adjustments for:
Taxation charged
52,458
202,067
Finance costs
(87,809)
12,829
Investment income
(1,024,099)
(1,115,099)
Amortisation and impairment of intangible assets
1,832,429
536,172
Depreciation and impairment of tangible fixed assets
118,847
91,442
Increase in provisions
87,056
-
Movements in working capital:
(Increase)/decrease in debtors
(3,024,862)
5,721,663
Increase/(decrease) in creditors
17,983,213
(3,996,224)
Cash generated from operations
16,380,862
2,988,967
2
Analysis of changes in net funds - group
1 January 2025
Cash flows
Exchange rate movements
31 December 2025
£
£
£
£
Cash at bank and in hand
23,941,324
1,893,701
13,556
25,848,581
3
Accounting policies
Company information

Travcorp Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 14 Telford Court Chester Gates Business Park, Dunkirk, Chester, England, CH1 6LT.

The group consists of Travcorp Holdings Limited and all of its subsidiaries.

3.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Travcorp Holdings Limited
Notes to the group financial statements
For the year ended 31 December 2025
3
Accounting policies
(Continued)
- 20 -
3.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

3.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Travcorp Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

3.4
Going concern

A t the time of approving the financial statements, t he directors have a reasonable expectation that the group and parent company ha ve adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

3.5
Turnover

Turnover comprises of amounts due from customers in respect of package holidays and other services supplied in the ordinary course of business, net of value added tax, rebates and discounts. Turnover from package holidays is recognised in the income statement on the departure date and turnover from other services is recognised in the income statement on the booking date.

In the comparative period, some subsidiaries recognised turnover from package holidays in the income statement on the booking date. This has been restated, the impact of which can be found in note 27.

3.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Travcorp Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
3
Accounting policies
(Continued)
- 21 -
3.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is ten years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, 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 pro-rata on the basis of the carrying amount of each asset in the unit.

3.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
Straight line over 5 years
Development costs
Straight line over 3 years
3.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
50 years straight line
Leasehold improvements
Over the period of the lease
Plant and equipment
25% on reducing balance
Fixtures and fittings
20% on reducing balance
Computers
33% on reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

Travcorp Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
3
Accounting policies
(Continued)
- 22 -
3.10
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the g roup’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent c ompany financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

3.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Travcorp Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
3
Accounting policies
(Continued)
- 23 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

3.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

3.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Travcorp Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
3
Accounting policies
(Continued)
- 24 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

3.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

3.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Travcorp Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
3
Accounting policies
(Continued)
- 25 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

3.16
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that 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 reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

3.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

3.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

3.19
Leases
As lessor

Rentals paid under operating leases are charged to the income statement on a straight line basis over the period of the lease.

Travcorp Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
3
Accounting policies
(Continued)
- 26 -
3.20
Foreign exchange

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

4
Change in accounting policy

In the current year, a change in accounting policy was adopted by the company with regard to turnover recognition.

The company has changed its turnover recognition policy from date of booking to date of departure as this more accurately reflects the risk profile of the company's trading environment and is in line with fellow group undertakings.

The company’s revised accounting policies are set out in note 3.5 and the adjustment for each financial statement line item affected by the new accounting policy is set out below.

Current year adjustments as a result of change in turnover recognition accounting policy
2025
Cumulative effect on the opening balance of retained earnings
£
Increase/(decrease) in retained earnings:
- Effect of change in accounting policy
(3,489,453)
Total adjustment
(3,489,453)
2025
Effect on current year profit or loss
£
Arising from amendments to turnover recognition accounting policy:
- Decrease in turnover
(3,675,100)
- Decrease cost of sales
(3,040,890)
Total effect on current year profit or loss
(634,210)
The corporation tax impact for the change in turnover recognition is a reduction of £158,553.
2025
Effect on current year net assets
£
Arising from amendments to turnover recognition accounting policy:
- Decrease in trade debtors
(17,516,899)
- Decrease in prepayments
(1,473,980)
- Decrease trade creditors
(34,221,112)
- Decrease accruals
(1,445,457)
- Increase in deferred income
20,799,353
- Decrease in retained earnings
(3,489,453)
Travcorp Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
- 27 -
5
Judgements and key sources of estimation uncertainty

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

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

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

- The assessing of investment balances for impairment is considered key to the preparation of the financial statements.

- Making judgement based on historical experience on the level of the provision required for bad debts. Further information received after the statement of financial position date may impact on the level of provision required.

- Determining the useful economic life of an asset and the anticipated residual value are considered key in calculating an appropriate depreciation and amortisation charge.

- In categorising leases as finance or operating leases, the directors make judgements as to whether significant risks and rewards of ownership have transferred to the company as lessee.

6
Turnover and other revenue
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
138,857,666
109,597,197
Republic of Ireland
6,034,256
-
144,891,922
109,597,197
2025
2024
£
£
Other revenue
Interest income
1,024,099
1,115,099

The turnover and profit before taxation are attributable to the one principal activity of the group.

7
Exceptional item
2025
2024
£
£
Expenditure
Restructuring expenses
861,304
-
861,304
-
Travcorp Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
7
Exceptional item
(Continued)
- 28 -

During the year, exceptional costs were incurred relating to to financial advice, staff and system expenses, which arose as a result of the acquisition of subsidiaries.

8
Operating (loss)/profit
2025
2024
£
£
Operating (loss)/profit for the year is stated after charging/(crediting):
Exchange gains
(251,871)
(291,119)
Fees payable to the group's auditor for the audit of the group's financial statements
76,475
17,500
Depreciation of tangible fixed assets
118,847
91,442
Amortisation of intangible assets
1,335,901
513,606
Amortisation of goodwill
496,528
22,566
9
Employees

The average monthly number of persons (including directors) employed by the group during the year was:

Group
2025
2024
Number
Number
Selling and administrative
242
122
Directors
8
7
Total
250
129

Their aggregate remuneration comprised:

Group
2025
2024
£
£
Wages and salaries
8,377,686
4,818,890
Social security costs
1,029,137
511,583
Pension costs
325,189
203,850
9,732,012
5,534,323
Travcorp Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
- 29 -
10
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
2
419
Other interest on financial liabilities
8,543
12,410
8,545
12,829
Other finance costs:
Exchange differences on financing transactions
(96,354)
-
0
Total finance costs
(87,809)
12,829
11
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
39,559
-
0
Adjustments in respect of prior periods
-
0
(499)
Total current tax
39,559
(499)
Deferred tax
Origination and reversal of timing differences
12,899
202,566
Total tax charge
52,458
202,067
Travcorp Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
11
Taxation
(Continued)
- 30 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
496,087
1,738,184
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2024: 25%)
124,022
434,546
Effects of:
Expenses that are not deductible in determining taxable profit
303,323
(302,303)
Income not taxable in determining taxable profit
-
0
(34,124)
Gains not taxable
(59,844)
-
0
Utilisation of tax losses not previously recognised
(119,171)
-
0
Unutilised tax losses carried forward
259,684
-
0
Adjustments in respect of prior years
-
0
(498)
Double tax relief
(5,558)
-
0
Group relief
(83,047)
59,179
Permanent capital allowances in excess of depreciation
(197,327)
(230,129)
Amortisation on assets not qualifying for tax allowances
124,132
5,642
Tax at marginal rate
3,896
-
0
Deferred tax movement
12,898
202,566
Short term timing differences
4,325
-
0
Effect of change in turnover accounting policy
-
0
67,188
Income taxed at higher rate
4,033
-
0
Income tax withheld
1,236
-
Tax on income in subsidiaries pre-acquisition
(320,144)
-
Taxation charge in the financial statements
52,458
202,067
12
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Interim paid
202,560
202,560
Travcorp Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
- 31 -
13
Intangible fixed assets
Group
Goodwill
Software
Development costs
Total
£
£
£
£
Cost
At 1 January 2025
225,661
-
0
2,059,238
2,284,899
Additions
10,340,978
2,439,091
884,928
13,664,997
At 31 December 2025
10,566,639
2,439,091
2,944,166
15,949,896
Amortisation and impairment
At 1 January 2025
73,340
-
0
725,716
799,056
Amortisation charged for the year
496,528
507,497
828,404
1,832,429
At 31 December 2025
569,868
507,497
1,554,120
2,631,485
Carrying amount
At 31 December 2025
9,996,771
1,931,594
1,390,046
13,318,411
At 31 December 2024
152,321
-
0
1,333,522
1,485,843
The company had no intangible fixed assets at 31 December 2025 or 31 December 2024.
14
Tangible fixed assets
Group
Leasehold land and buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
£
Cost
At 1 January 2025
643,561
-
0
6,700
90,691
339,855
1,080,807
Additions
-
0
133,934
-
0
20,874
142,233
297,041
At 31 December 2025
643,561
133,934
6,700
111,565
482,088
1,377,848
Depreciation and impairment
At 1 January 2025
26,078
-
0
3,565
46,343
119,427
195,413
Depreciation charged in the year
13,134
15,175
786
15,929
73,823
118,847
At 31 December 2025
39,212
15,175
4,351
62,272
193,250
314,260
Carrying amount
At 31 December 2025
604,349
118,759
2,349
49,293
288,838
1,063,588
At 31 December 2024
617,483
-
0
3,135
44,348
220,428
885,394
Travcorp Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
14
Tangible fixed assets
(Continued)
- 32 -
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
15
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
11,156,483
1,168,588
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025
1,168,588
Additions
9,987,895
At 31 December 2025
11,156,483
Carrying amount
At 31 December 2025
11,156,483
At 31 December 2024
1,168,588
Travcorp Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
- 33 -
16
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Destination 2 Cruise Limited
Unit 14 Telford Court Chester Gates Business Park, Dunkirk, Chester, England, CH1 6LT
Travel agency
Ordinary
100.00
Destination 2 Limited
Unit 14 Telford Court Chester Gates Business Park, Dunkirk, Chester, England, CH1 6LT
Travel agency
Ordinary
100.00
Travcorp Holdings Transport Ltd
Unit 14 Telford Court Chester Gates Business Park, Dunkirk, Chester, England, CH1 6LT
Dormant
Ordinary
100.00
Destination 2 Crusie Limited
Unit 14 Telford Court Chester Gates Business Park, Dunkirk, Chester, England, CH1 6LT
Dormant
Ordinary
100.00
Cordon Associates Limited
Unit 14 Telford Court Chester Gates Business Park, Dunkirk, Chester, England, CH1 6LT
Letting of investment property
Ordinary
100.00
Specialist Holidays (Travel) Limited
4th Floor, West Point, Springfield Road, Horsham, West Sussex, England, RH12 2PD
Travel agency
Ordinary
100.00
Travelmood Limited
4th Floor, West Point, Springfield Road, Horsham, West Sussex, England, RH12 2PD
Travel agency
Ordinary
100.00
Specialist Holiday Group Ireland Limited
One Spencer Dock, North Wall Quay, Dublin 1, Ireland
Travel agency
Ordinary
100.00
Travcorp Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
- 34 -
17
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
5,910,514
6,673,901
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
13,700
4,799,453
Derivative financial instruments
36,100
-
0
-
0
-
0
Other debtors
360,611
710,927
-
0
2,366
Prepayments and accrued income
11,068,423
7,332,041
-
0
-
0
17,375,648
14,716,869
13,700
4,801,819
Amounts falling due after more than one year:
Other debtors
197,767
-
0
-
0
-
0
Prepayments and accrued income
1,856
-
0
-
0
-
0
199,623
-
-
-
Deferred tax asset (note 21)
1,847,552
-
0
-
0
-
0
2,047,175
-
-
-
Total debtors
19,422,823
14,716,869
13,700
4,801,819
18
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade creditors
16,540,059
16,165,161
41,817
27,655
Amounts owed to group undertakings
-
0
-
0
2,366,737
1,567,614
Corporation tax payable
39,559
-
0
-
0
-
0
Other taxation and social security
299,234
118,335
617
41
Derivative financial instruments
242,405
-
0
-
0
-
0
Other creditors
33,079,661
18,472,990
3,004,946
69,887
Accruals and deferred income
3,020,173
1,736,635
-
0
-
0
53,221,091
36,493,121
5,414,117
1,665,197
Travcorp Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
- 35 -
19
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade creditors
19,000
-
0
-
0
-
0
Other creditors
1,518,207
-
0
1,500,000
-
0
1,537,207
-
1,500,000
-
20
Provisions for liabilities
Group
Company
2025
2024
2025
2024
£
£
£
£
Dilapidations provision
87,056
-
-
-
Movements on provisions:
Dilapidations provision
Group
£
At 1 January 2025
69,794
Additional provisions in the year
17,262
At 31 December 2025
87,056
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company:

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Group
£
£
£
£
Accelerated capital allowances
268,812
269,598
256,604
-
Tax losses
148,896
132,853
1,529,252
-
Revaluations
-
-
61,696
-
Retirement benefit obligations
578
-
-
-
Short term timing differences
1,280
-
-
-
419,566
402,451
1,847,552
-
The company has no deferred tax assets or liabilities.
Travcorp Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
21
Deferred taxation
(Continued)
- 36 -
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 January 2025
402,451
-
Charge to profit or loss
15,835
-
Deferred tax asset acquired on acquisition of subsidiaries
(1,846,272)
-
Asset at 31 December 2025
(1,427,986)
-
22
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
325,189
203,850

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

23
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 1p each
33,094
33,094
331
331
A Ordinary of 1p each
12,195
12,195
122
122
A2 Ordinary of 1p each
203
203
2
2
A3 Ordinary of 1p each
762
762
8
8
B Ordinary of 1p each
2,439
2,439
24
24
B1 Ordinary of 1p each
849
849
8
8
49,542
49,542
495
495
24
Reserves
Other reserves

Other reserves is a non distributable merger reserve representing the difference between the value of shares issued by the parent company in exchange for the value of shares acquired in respect of the acquisition of subsidiaries.

Retained earnings is all other net gains and losses and transactions with owners not recognised elsewhere.

Share premium is the amount subscribed for share capital in excess of nominal value.

Travcorp Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
- 37 -
25
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2025
2024
£
£
Aggregate compensation
-
103,366
26
Business combinations

On 16 July 2025, the group acquired 100% of the issued share capital of Specialist Holidays (Travel) Limited, Travelmood Limited and Specialist Holiday Group Ireland Limited.

The total consideration for the acquisition was £9,987,895, which included £354,450 of legal expenses which have been capitalised.

The fair value of the assets and liabilities of the subsidiaries at the date of acquisition was a net liabilities position of £353,083.

Goodwill of £10,340,978 has been recognised at the acquisition date.

27
Prior period adjustment

A prior year adjustment has been recognised following a change of accounting policy to recognise turnover on departure date basis.

Reconciliation of changes in equity - group
1 January
31 December
2024
2024
£
£
Adjustments to prior year
Trade debtor adjustment
-
(16,212,671)
Trade creditor adjustment
-
24,407,735
Deferred income adjustment
-
(18,437,094)
Prepayment adjustment
-
6,752,577
Total adjustments
-
(3,489,453)
Equity as previously reported
6,021,000
7,623,311
Equity as adjusted
6,021,000
4,133,858
Analysis of the effect upon equity
Profit and loss reserves
-
(3,489,453)
Travcorp Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
27
Prior period adjustment
(Continued)
- 38 -
Reconciliation of changes in profit for the previous financial period
2024
£
Adjustments to prior year
Turnover adjustment
(2,693,875)
Cost of sales adjustment
2,425,121
Total adjustments
(268,754)
Profit as previously reported
1,804,871
Profit as adjusted
1,536,117
Notes to reconciliation
Corporation tax impact

The corporation tax impact for the change in turnover recognition policy is a reduction of £67,189.

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