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Registered number: 14168670










FUJI TOPCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
FUJI TOPCO LIMITED
 
 
COMPANY INFORMATION


Directors
S King 
A J Donnelly 
I D Simkins 
A S G Turner 
T R Weston 




Registered number
14168670



Registered office
Electricity House
Quay Street

Bristol

England

BS1 4TD




Independent auditors
Xeinadin Audit Limited
Chartered Accountants & Statutory Auditors

Level 5a

Maple House

149 Tottenham Court Road

London

W1T 7NF





 
FUJI TOPCO LIMITED
 

CONTENTS



Page
Strategic Report
1 - 4
Directors' Report
5 - 8
Independent Auditors' Report
9 - 12
Statement of Comprehensive Income
13
Statement of Financial Position
14
Statement of Changes in Equity
15
Notes to the Financial Statements
16 - 19


 
FUJI TOPCO LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The directors present their Strategic Report for the period ended 31 December 2025.

Principal activity and strategic review
 
The principal activity of the Company is that of a holding company of the Inside Travel Group group of companies.

The Group arranges expertly designed, seamlessly delivered Cultural Adventure trips for clients who value a caring, personalised service at every interaction. The Group has two brands: InsideJapan Tours and InsideAsia Tours.

2025 saw the Group look after 15,883 travelling passengers, an increase of 21% year-on-year, whilst maintaining high standards of customer care and satisfaction reflected in an NPS score of 89.33 and 97.8% excellent and good trip reviews.

Our positive impact work for our destinations focused on promoting tourism as a force for good:

The Group launched its overtourism strategy externally, including an initiative to promote under-visited destinations to spread demand and reduce pressure on high-visitation destinations.
Customer itineraries increasingly incorporated these destinations, with bookings including an under-visited destination increasing from 6% to 11%.
The Group continued to develop community and environmental initiatives linked to its product and operations, including expansion of customer-led donation mechanisms and nature-based projects.

The Group worked closely with other B Corp travel companies to share best practices in these areas and hosted the Travel by B Corp Spring meeting.

Focusing on the ITG Formula of Customer Obsession, Specialism and Business for Good continues to serve the Group and its stakeholders well with a growing EBITDA alongside significant donations to charitable causes.

During the year, the Company received a capital contribution of £5,054,718 from its immediate parent undertaking. This strengthened the Company's balance sheet and eliminated the accumulated deficit arising from acquisition-related restructuring undertaken in the prior year.

Financial position review 

At 31 December 2025, Inside Travel Group Limited maintained a strong financial position, with net assets of £10,568,397 (2024: £4,586,828) and a cash balance of £ £15,102,100 (2024: £9,541,618), providing a solid platform to support ongoing operations and future growth.

Key performance indicators
 
The directors consider the performance of the Group and the net asset position of the Company to be key performance indicators.
 
Metrics
2025
2024
Subsidiary Turnover (ITG)
£81,659,308
£65,018,784
Subsidiary Gross Profit (ITG)
£28,128,990
£22,584,977
Subsidiary Operating Profit (ITG)
£7,927,017
£11,639,638
Subsidiary EBITDA (ITG)
£9,048,342
£6,762,807
Customer NPS
89.33
87.55
Employee NPS
6
18
Company Net Assets/(Liabilities)
£64
(£5,054,654)
Page 1

 
FUJI TOPCO LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


Turnover increased by 25.6% reflecting strong demand across all markets. Gross profit increased in line with revenue. Operating profit in 2024 included an exceptional credit of £5,208,539, if this is excluded from the 2024 results operating profit would be £6,431,099 meaning that operating profit margin in both years is just below 10%. 

Financial performance and Customer NPS are in line with the directors’ expectations and demonstrate strong demand in each of our markets and continued customer service delivery. Employee NPS fell in the year but remains positive, and investment in the team and employee engagement continues into the new financial year. 



Post reporting period and outlook for the current financial year
 
The Group had a strong start to the new financial year. The crisis in the Middle East has impacted new bookings from March 2026. It is expected that the impact will be short-term and that underlying demand for long-haul experiential travel will remain strong. The logistical challenges presented showed the Group demonstrating its commitment to customer care. The impact of this is not deemed by the Directors to be a disclosable material event. 

Section 172(1) Statement

The directors recognise their duty under section 172(1) of the Companies Act 2006 to act in a way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole. In doing so, the directors have regard to:

1) the likely long term consequences of decisions;
2) the interests of employees;
3) relationships with suppliers and customers;
4) the impact of operations on the community and the environment;
5) the desirability of maintaining a reputation for high standards of business conduct; and
6) the need to act fairly between members of the company

During the year, the Board considered these factors as part of its regular review of strategy, performance and risk, supported by information provided by management and through engagement with key stakeholder groups.

Employees

The Group considers employees to be central to its continued success. During the year, the Group maintained a strong focus on employee engagement, development and retention, supported by regular communication, performance updates, and structured feedback mechanisms.

Customers

The Group’s strategy is focused on delivering high-quality, personalised travel experiences. The Board regularly reviews customer satisfaction measures, including Net Promoter Score and customer feedback, and considers these in the development of the Group’s product offering and service delivery.

In 2025, the Group continued to provide opportunities for customers to contribute to positive social outcomes through initiatives such as the IC card donation scheme, through which 5,280 used transport cards were donated, equating to £28,814 and supporting over 73,000 meals via partner charities.

Suppliers and business partners

The Group maintains long-term relationships with local suppliers and partners in its destinations. Product development initiatives, including the expansion of under-visited destination locations, are designed to create
Page 2

 
FUJI TOPCO LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

wider economic benefits from tourism and reduce concentration in heavily visited destinations.
 
Communities

The Board recognises the role the Group can play in supporting communities in its destinations. During the year, the Board considered initiatives designed to increase the positive economic impact of tourism, including the expansion of undertourism destinations and the continued operation of the Group’s Giving Back Fund.

Environment

The Board recognises that the Group’s activities have environmental impacts, particularly through customer travel. During the year, the Board considered information on the Group’s greenhouse gas emissions and reviewed progress against environmental objectives, including the development of a long-term Climate Action Plan and associated targets. This information informs ongoing decision-making on product design, supplier engagement, and operational practices.

Decision-making

The Board integrates consideration of stakeholder impacts into its decision-making processes, including through regular review of strategy, risks and performance. Decisions taken during the year reflect a balance between short-term performance and the long-term sustainability of the business and its relationships with stakeholders.

Principal risks and uncertainties

The management of the business and execution of the Group's strategies are subject to several risks. The key business risks and uncertainties of the Group are considered below:

Geo-political events and natural disasters - our customers travel to politically stable countries in Japan and South-East Asia. The Group has a management infrastructure to review potential natural disasters, crisis management plans in place, and a team experienced in dealing with natural disasters.
Financial risk – the Group operates in a sector that is exposed to financial risk caused by the volatility of foreign currency exchange rates. The Group is directly exposed to movements in exchange rates as a large proportion of the travel components it sells are denominated in foreign currency. This risk is mitigated by hedging.
Commercial relationships – the Group has well established and close relationships with suppliers and risk is spread by not placing an over-reliance on any one supplier in any one area. The management team meets regularly with suppliers to maintain good working relationships and to understand the suppliers’ financial position.
Information technology – the Group is heavily reliant upon information technology. Investment is continually being made to ensure the Group has advanced and efficient systems in place to speed up processing, reduce costs, and enhance reporting. However, there is a risk if a major failure were to affect selling systems. Procedures are therefore in place to minimise the time the selling system is unavailable in the event of such a failure.
Consumer confidence – the demand for tailormade and small group tour travel is affected by local and global economic conditions. The directors believe the Group can adapt quickly to changes in outbound demand and local market conditions as it continues to be flexible in its customer proposition to suit the economic climate. Notwithstanding, a prolonged period of booking slowdown, such as evidenced by the COVID-19 outbreak, would adversely affect financial results.

The directors also monitor risks relating to the value of the Company's investment in its subsidiary undertaking and the ongoing performance and cash generation of the Group.

Page 3

 
FUJI TOPCO LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


This report was approved by the board and signed on its behalf.





S King
Director

Date: 29 July 2026

Page 4

 
FUJI TOPCO 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 Strategic Report, 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;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 2006They 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 of the Group was that of marketing and arranging accommodation and itineraries for tourist visits to Asia, operating from its UK head office and branches in Japan, USA and Australia.

Branches outside the United Kingdom

The Group operates branches located in the USA, Australia and Japan.

Results and dividends

The profit for the year, after taxation, amounted to £NIL (2024 - loss £5,054,718).

No dividends were distributed (2024: £nil).

Directors

The directors who served during the year were:

S King 
A J Donnelly 
I D Simkins 
A S G Turner 
T R Weston 
Page 5

 
FUJI TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


Business review

Further information on the business review for the Group can be found in the Strategic Report.

Charitable donations

During the year ended 31 December 2025, the Group made charitable donations of £99,858 to registered charities, and £4,180 to other eligible organisations, including social enterprises/community interest companies (CICs), religious organisations, a prefectural government disaster recovery fund, and a grassroots community sponsorship.

Political donations

The Group made no political donations and incurred no political expenditure during the year (2024: £nil).

Disabled employees

The Directors are committed to ensuring that the Group provides an inclusive working environment in which disabled persons are treated fairly and with respect and are supported to achieve their full potential. The Group’s policies and practices are designed to ensure that recruitment, training, career development and promotion are based on aptitude and ability, with reasonable adjustments made where required to accommodate individual needs.

Engagement with suppliers, customers and others

Our engagement with suppliers, customers, and others is detailed within the strategic report.

Engagement with employees

The Directors recognise that employee engagement is fundamental to the Group’s long-term success and continue to foster an open, collaborative and inclusive culture across the Group. During the year, the Group maintained regular two-way communication channels with employees, including all-company updates, team briefings, surveys, and feedback forums, enabling colleagues across our international locations to contribute ideas and raise matters of interest or concern. The Group continued to invest in initiatives to support wellbeing, diversity and inclusion. Employee feedback is actively sought and considered in decision-making, particularly in relation to operational improvements and the ongoing enhancement of systems and processes. The Directors are encouraged by the high levels of engagement observed during the year and remain committed to ensuring that the Group is a supportive environment where employees feel valued, informed and empowered to contribute to its objectives.

Streamlined Energy and Carbon Reporting (SECR)

The Group reports its energy usage and carbon emissions in accordance with the Streamlined Energy and Carbon Reporting (SECR) regulations.

This is the first year in which the Group has been required to comply with the Streamlined Energy and Carbon Reporting (SECR) regulations. Accordingly, comparative information for the prior year has not been disclosed.

Energy consumption

Total UK electricity consumption for the year ended 31 December 2025 was:

Electricity and other energy use: 113,685 kWh

Page 6

 
FUJI TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

The Group’s UK office electricity is supplied on a 100% renewable tariff. As a result, market-based Scope 2 emissions are significantly lower; however, SECR disclosures are presented on a location-based basis for consistency and comparability.

Greenhouse gas emissions

Scope 1 and Scope 2 greenhouse gas emissions associated with the Group’s UK energy use were:

23.6 tCO2e (location-based)

These emissions arise from energy consumption within the Group’s UK operational boundary.

Intensity ratio

The Group’s chosen intensity metric is tonnes of CO2e per £ million of revenue.

Based on Scope 1 and Scope 2 emissions of 23.6 tCO2e and revenue of £81.7m, the intensity ratio for 2025 is 0.289 tCO2e per £m.

Methodology

Energy consumption and greenhouse gas emissions have been calculated using the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard and UK Government conversion factors. Emissions are reported on a location-based basis.

Voluntary reporting

The Group also measures its wider emissions footprint, including Scope 3 emissions associated with customer travel and supply chains. These are not included within the SECR boundary, which is limited to UK energy use, but are used internally to inform strategy and are reported through separate voluntary disclosures.

Future developments

The group will continue to invest in the development and launch of new destinations in Asia, product development in the luxury and family markets, the roll out of its under-visited destinations strategy, and in the development of its systems.

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.

Post balance sheet events

The directors have concluded that no other material events have occurred since the date of approval of these financials statements that would affect the financial statements of the Group.

Page 7

 
FUJI TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Auditors

The auditorsXeinadin Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





S King
Director

Date: 29 July 2026

Page 8

 
FUJI TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FUJI TOPCO LIMITED
 

Opinion


We have audited the financial statements of Fuji Topco Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 result 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.


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 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.


Page 9

 
FUJI TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FUJI TOPCO 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 ReportOur 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 10

 
FUJI TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FUJI TOPCO 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:

Enquiry of management and those charged with governance around actual and potential litigation and claims to identify any instances of non-compliance with laws and regulations;
Reviewing financial statements disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the company is subject to many other laws and regulations where the consequence of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance the imposition of fines or litigation. Auditing standards limit the required audit procedures to identify non compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


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


Page 11

 
FUJI TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FUJI TOPCO LIMITED (CONTINUED)


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 2006Our 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.





Alexander Wall BA ACA (Senior Statutory Auditor)
  
for and on behalf of
Xeinadin Audit Limited
 
Chartered Accountants
Statutory Auditors
  
Level 5a
Maple House
149 Tottenham Court Road
London
W1T 7NF

 
Date: 
29 July 2026
Page 12

 
FUJI TOPCO LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Exceptional administrative expenses
 5 
-
(5,054,718)

Operating profit/(loss)
  
-
(5,054,718)

Profit/(loss) for the financial year
  
-
(5,054,718)

  

Total comprehensive income for the year
  
-
(5,054,718)

The notes on pages 16 to 19 form part of these financial statements.

Page 13

 
FUJI TOPCO LIMITED
REGISTERED NUMBER: 14168670

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 6 
64
64

  
64
64

  

Total assets less current liabilities
  
 
64
 
64

Creditors: amounts falling due after more than one year
 7 
-
(5,054,718)

  

Net assets/(liabilities)
  
64
(5,054,654)


Capital and reserves
  

Called up share capital 
 8 
64
64

Capital contribution reserve
 9 
5,054,718
-

Profit and loss account
 9 
(5,054,718)
(5,054,718)

  
64
(5,054,654)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 July 2026.




S King
Director

The notes on pages 16 to 19 form part of these financial statements.

Page 14

 
FUJI TOPCO LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2024
64
-
-
64


Comprehensive income for the year

Loss for the year
-
-
(5,054,718)
(5,054,718)
Total comprehensive income for the year
-
-
(5,054,718)
(5,054,718)



At 1 January 2025
64
-
(5,054,718)
(5,054,654)
Total comprehensive income for the year
-
-
-
-


Contributions by and distributions to owners

Capital contributions
-
5,054,718
-
5,054,718


At 31 December 2025
64
5,054,718
(5,054,718)
64


The notes on pages 16 to 19 form part of these financial statements.

Page 15

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Fuji Topco Limited is a private company limited by shares incorporated in England and Wales, United Kingdom.

The address of the registered company is given on the Company Information page of these financial statements.

The principal activity of the Company, is that of a holding company.

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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

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 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 29 Income tax paragraphs 29.28(b) and 29.29. This is an exemption from certain disclosures in relation to Pillar Two model rules where an entity is, or expects to be, within the scope of the Pillar Two legislation. The exemption is dependent on equivalent disclosures being made in the consolidated financial statements. It is not an exemption from all Pillar Two model rules and disclosures. Qualifying entities are still required to provide disclosures in accordance with paragraph 29.26 (g) and 29.28(a) if Pillar two model rules are applicable;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Project Daniel Buyer Limited  as at 31 December 2025 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

Page 16

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.


3.


Judgements in applying accounting policies 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 recognised 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 Consolidated Statement of Comprehensive Income in the period in which the estimate is revised where the revision affects only that period, or in the period of revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty
The directors are of the view that there are no estimates or assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.


4.


Employees




The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL).


5.


Exceptional items

2025
2024
£
£


Exceptional administrative expenses
-
5,054,718

The exceptional charges relates to the write-off of subsidiary loan receivable as a result of the acquisition of the Group by Daniel Buyer Limited.

Page 17

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

6.


Fixed asset investments


Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Inside Travel Group Limited
Electricity House, Quay Street, Bristol, BS1 4TD
Ordinary
71.4%


7.


Creditors: Amounts falling due after more than one year

2025
2024
£
£

Amounts owed to group undertakings
-
5,054,718

-
5,054,718


HSBC UK Bank plc holds fixed and floating charges over all present and future assets and undertakings of the Company. The charge includes a negative pledge clause.

Piper PE LLP holds fixed and floating charges over all present and future assets and undertakings of the Company. The charge includes a negative pledge clause.


8.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



3,200 (2024 - 3,200) A Ordinary shares of £0.01 each
32
32
3,200 (2024 - 3,200) B Ordinary shares of £0.01 each
32
32

64

64

A Ordinary shares have attached to them full voting, dividend and 50% of capital distribution (including on winding up) rights.

B Ordinary shares are non-voting and do not confer rights of any entitlement to participate in dividend and capital distribution (including on winding up) rights.


Page 18

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

9.


Reserves

Capital contribution reserve

Includes capital contributions received from the Company's parent undertaking and recognised directly in equity.

Profit and loss account

Includes all current and prior period retained profit and losses.



10.


Related party transactions

The company has taken advantage of the FRS 102 exemption not to disclose transactions with wholly owned members of the same group.


11.


Post balance sheet events

The directors have concluded that no material events have occurred since the date of approval of these financials statements that would affect the financial statements of the Group.


12.


Controlling party

The immediate parent entity is Project Daniel Buyer Limited by virtue of its shareholdings in the Company. The registered address of Project Daniel Buyer Limited is Electricity House, Quay Street, Bristol, England, BS1 4TD.

During the prior financial year, Fuji Topco Limited was wholly acquired by Project Daniel Buyer Limited. Project Daniel Buyer Limited is 100% owned by Project Daniel Topco Limited, which is the ultimate controlling party of the company.

 
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