ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 04885202

BLACK TOMATO LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

BLACK TOMATO LIMITED

COMPANY INFORMATION

Directors	J N Merrett
	T W Marchant
	M P Smith


Company secretary	K Hegarty


Registered number	04885202


Registered office	Albert House
	256-260 Old Street
	London
	EC1V 9DD


Independent auditors	White Hart Associates (London) Limited
	Chartered Accountants and Statutory Auditors
	2nd Floor, Nucleus House
	2 Lower Mortlake Road
	Richmond
	TW9 2JA


Bankers	Lloyds Banking Group Plc
	114-116 Colmore Row
	Birmingham
	B3 3BD


	National Westminster Bank Plc
	153 Putney High Street
	London
	SW15 1RX

BLACK TOMATO LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 4
Directors' Report	5 - 6
Independent Auditors' Report	7 - 11
Consolidated Income Statement	12
Consolidated Statement of Comprehensive Income	13
Consolidated Statement of Financial Position	14
Company Statement of Financial Position	15 - 16
Consolidated Statement of Changes in Equity	17
Company Statement of Changes in Equity	18
Consolidated Statement of Cash Flows	19 - 20
Consolidated Analysis of Net Debt	21
Notes to the Financial Statements	22 - 44

BLACK TOMATO LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The directors present their strategic report for the year ended 31 December 2025.

Business review

The Group delivered another year of strong financial and operational performance during 2025, achieving growth in both revenue and profitability while continuing to invest in the long-term capabilities of the business. The performance reflects sustained demand for the Group's differentiated portfolio of inspirational travel experiences, disciplined execution of its strategy and the continued commitment of its employees and strategic partners.

The United States remained the Group's largest market and continued to demonstrate resilient demand throughout the year. The directors believe that the structural growth opportunity within this market remains significant and that the Group is well positioned to capitalise on future demand through continued investment in its product offering, technology platform and customer proposition.

Investment remained focused on three strategic priorities: people, technology and supplier partnerships. The Group continued to strengthen its operational platform, enhance customer service and broaden its product offering, whilst maintaining the creativity and personal service that underpin its reputation. Artificial Intelligence (AI) remained an important strategic focus throughout the year. Investment has been directed towards improving operational efficiency, supporting decision-making, enhancing customer engagement and strengthening the customer experience while preserving the specialist expertise and personal relationships that distinguish the Group.

The directors remain confident in the Group's long-term prospects. A strong brand, experienced management team, diversified supplier base, loyal international customer base and robust financial performance provide a resilient platform from which to continue delivering sustainable long-term growth.

Business model

The Group designs and delivers premium tailor-made travel experiences for an international high-net-worth client base. Revenue is generated through the sale of bespoke travel arrangements supported by long-standing supplier relationships, specialist destination knowledge and proprietary technology. The business model combines expert travel consultants with innovative digital capabilities, enabling the Group to provide highly personalised customer service whilst operating an efficient and scalable platform.

The directors believe that the Group's competitive advantage derives from the strength of its brands, deep industry expertise, exceptional customer service, strategic supplier relationships and ongoing investment in technology.

Strategy and objectives

The Board's strategy is to deliver sustainable profitable growth while maintaining market-leading customer service, operational excellence and financial discipline. The principal strategic objectives are:
• Expand the Group's presence in core international markets, particularly the United States.
• Develop differentiated travel products and experiences.
• Invest in digital capability and Artificial Intelligence to enhance productivity and customer engagement.
• Attract, develop and retain exceptional people.
• Maintain disciplined capital allocation and strong cash generation.
• Protect and enhance the Group's reputation for quality, innovation and service excellence.

Page 1

BLACK TOMATO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Key performance indicators

The Board monitors financial and operational performance through a range of key performance indicators aligned to the Group's strategic objectives. These measures enable management to assess progress, identify emerging trends and allocate resources effectively.

		2025	2024
		£	£

Key performance indicators
Gross Retail Turnover ("GRT")	55,157,890	51,619,974
Turnover	13,350,617	12,374,967
Operating profit	3,234,813	3,094,847
Shareholder funds	5,327,157	2,995,487

Page 2

BLACK TOMATO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties

The Board maintains a structured risk management framework through which principal risks are identified, assessed and monitored. Each principal risk is reviewed regularly by management and the Board, together with the effectiveness of mitigating controls and the Group's overall risk appetite.

Regulatory risk - The Group is exposed to various regulators, including the Civil Aviation Authority ("CAA"), which issues an Air Travel Organisers Licence ("ATOL"), which is required in order for the Company to operate. The Company is a member of The Hays Travel Independence Group who provide the necessary regulatory framework for the Company to comply with the Package Travel and Linked Travel Arrangements Regulations 2018 (the “Package Travel Regulations”) and the ATOL Regulations.

Disruption risk - As part of the travel industry, the Company is exposed to reduced customer demand caused by disruption in destinations, including disease outbreaks, political instability, natural disasters, terrorism, travel restrictions and reduced consumer confidence.
The Company mitigates this risk through a diverse portfolio of destinations across different geographies, seasons and holiday types, close supplier engagement on customer safety, customer-friendly booking terms and resilience planning. Recent conflict in the Middle East has led to increased costs, which have since stabilised, and may reduce travel to certain affected areas. However, the impact is expected to be localised, with customers likely to switch to alternative long-haul destinations.

Information technology - The Group is heavily reliant upon information technology. Investment is made to ensure that the Group has advanced and efficient systems in place, but there is a risk if there were a major failure particularly if it were to affect its website or virtual office infrastructure. Procedures are in place to minimise the time to rectify such a failure.

Commercial relationships - The Group has well established and close relationships with suppliers and risk is spread by not placing over-reliance on any one supplier in any particular area and through close ongoing relationship management. However, if a relationship were lost or damaged with a major supplier this could have a detrimental effect on the business. The management team meets regularly with suppliers to maintain good working relationships and to understand the supplier's financial position.

Loss of key personnel - This would present significant operational difficulties for the Group. Management seek to ensure that key personnel are appropriately remunerated to ensure that good performance is recognised.

Commercial risks - The Group's trading performance may be influenced by several environmental factors,
including:
- acts of terrorism, particularly in key tourist destinations
- natural disasters in key tourist destinations
- weather conditions, both in the UK and in key tourist destinations
- health epidemics in key tourist destinations
- increase in government taxes in both UK and overseas
- wars or other international incidents which affect air or sea travel

These risks are mitigated by the global nature of both the Group's client base and product range, which ensures a high degree of diversification and a lack of concentration on any one specific destination.

Page 3

BLACK TOMATO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Outlook

The directors believe that the Group is well positioned to continue delivering sustainable long-term growth. Although macroeconomic and geopolitical uncertainty is expected to persist, the Board remains confident that the Group's differentiated market position, diversified customer base, strong supplier relationships, continued investment in technology and experienced management team provide a resilient foundation for future success.

J N Merrett

Director

Page 4

BLACK TOMATO 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 Group Strategic Report, the Directors' Report and the consolidated 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 the Group 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 for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

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

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

Charitable Donations

During the year, the Group made donations of £39,022 to various charities. The highest donation of £8,559 was
made on 31 March 2025 to Fiers & Forts in France.

Principal activity

The principal activity of the Company and the Group is that of a bespoke tour operator.

Black Tomato’s mission is to create remarkable experiences that thoughtfully connect its clients to the world and inspire them to explore it with curiosity, humility and a sense of wonder.

The Company is a member of the Hays Travel Independence Group, a travel consortium. Therefore in respect of most travel arrangements sold, The Hays Travel Independence Group acts as the principal and the Company as travel agent.

Results and dividends

The profit for the year, after taxation, amounted to £2,389,787 (2024 - £2,260,715).

Page 5

BLACK TOMATO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Directors

The directors who served during the year were:

J N Merrett

T W Marchant

M P Smith

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 and the Group'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 and the Group's auditors are aware of that information.

Auditors

The auditors, White Hart Associates (London) Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 31 July 2026 and signed on its behalf.

J N Merrett

Director

Page 6

BLACK TOMATO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLACK TOMATO LIMITED

Opinion

We have audited the financial statements of Black Tomato Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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 Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Page 7

BLACK TOMATO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLACK TOMATO LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

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

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.

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

∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the Parent Company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Page 8

BLACK TOMATO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLACK TOMATO LIMITED (CONTINUED)

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

Page 9

BLACK TOMATO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLACK TOMATO 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 Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- We exercise professional judgment and maintain professional scepticism throughout the audit;

- We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the deliberate override of internal control;

- We obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control;

- We evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made;

- We assess the risk of management override of controls, including testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;

- We review the scope of the Company's compliance with The Package and Linked Travel Arrangements Regulations 2018 (“PTRs”) and sample test relevant documentation to assess this and the effectiveness of its control environment;

- We request and review the minutes of management meetings, and assess any matters identified not already provided for or disclosed that may materially impact the financial statements;

- We conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity's ability to continue as a going concern. if we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the entity to cease to continue as a going concern.

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 10

BLACK TOMATO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLACK TOMATO 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 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

N A Spoor FCA FCCA (Senior Statutory Auditor)

for and on behalf of

White Hart Associates (London) Limited

Chartered Accountants and Statutory Auditors

2nd Floor, Nucleus House

2 Lower Mortlake Road

Richmond

TW9 2JA

31 July 2026

Page 11

BLACK TOMATO LIMITED

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	13,350,617	12,374,967
Gross profit		13,350,617	12,374,967
Distribution costs		(487,451)	(513,137)
Administrative expenses		(9,632,444)	(8,766,983)
Other operating income	5	4,091	-
Operating profit		3,234,813	3,094,847
Interest receivable and similar income	9	21,213	19,880
Interest payable and similar expenses	10	(23,825)	(59,859)
Profit before tax		3,232,201	3,054,868
Tax on profit	11	(842,414)	(794,153)
Profit for the financial year		2,389,787	2,260,715

Profit for the year attributable to:
Owners of the parent	2,389,787	2,260,715
	2,389,787	2,260,715

The notes on pages 22 to 44 form part of these financial statements.

Page 12

BLACK TOMATO LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

				2025	2024
			Note	£	£

Profit for the financial year	2,389,787	2,260,715
Other comprehensive income
Foreign exchange reserve movement	(58,117)	-
Other comprehensive income for the year	(58,117)	-
Total comprehensive income for the year	2,331,670	2,260,715

Profit for the year attributable to:
Owners of the parent Company	2,331,670	2,260,715
	2,331,670	2,260,715

The notes on pages 22 to 44 form part of these financial statements.

Page 13

BLACK TOMATO LIMITED

REGISTERED NUMBER: 04885202

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	13		524,303		305,197
Tangible assets	14		255,005		210,528
			779,308		515,725
Current assets
Debtors: amounts falling due after more than one year	16	55,212		55,212
Debtors: amounts falling due within one year	16	9,048,030		8,558,158
Cash at bank and in hand	17	1,434,555		504,418
		10,537,797		9,117,788
Creditors: amounts falling due within one year	18	(5,624,203)		(6,326,350)
Net current assets			4,913,594		2,791,438
Total assets less current liabilities			5,692,902		3,307,163
Creditors: amounts falling due after more than one year	19		(156,200)		(184,860)
Provisions for liabilities
Deferred tax	22	(209,545)		(126,816)
			(209,545)		(126,816)
Net assets			5,327,157		2,995,487

Capital and reserves
Called up share capital	23	30,000	30,000
Capital redemption reserve	24	100,834	100,834
Profit and loss account	24	5,196,323	2,864,653
		5,327,157	2,995,487

The financial statements were approved and authorised for issue by the board and were signed on its behalf 31 July 2026.

J N Merrett

Director

The notes on pages 22 to 44 form part of these financial statements.

Page 14

BLACK TOMATO LIMITED

REGISTERED NUMBER: 04885202

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	13		524,303		305,197
Tangible assets	14		255,005		210,528
Investments	15		74		74
			779,382		515,799
Current assets
Debtors: amounts falling due after more than one year	16	55,212		55,212
Debtors: amounts falling due within one year	16	9,035,350		8,549,855
Cash at bank and in hand	17	1,412,559		498,121
		10,503,121		9,103,188
Creditors: amounts falling due within one year	18	(6,060,784)		(6,746,239)
Net current assets			4,442,337		2,356,949
Total assets less current liabilities			5,221,719		2,872,748
Creditors: amounts falling due after more than one year	19		(156,200)		(184,860)
Provisions for liabilities
Deferred taxation	22	(209,545)		(126,816)
			(209,545)		(126,816)
Net assets			4,855,974		2,561,072

Page 15

BLACK TOMATO LIMITED

REGISTERED NUMBER: 04885202

COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2025

	2025	2024
Note	£	£

Capital and reserves
Called up share capital	23		30,000		30,000
Capital redemption reserve	24		100,834		100,834
Profit and loss account brought forward		2,430,238		1,410,825
Profit for the year		2,294,902		2,159,413
Other changes in the profit and loss account		-		(1,140,000)
Profit and loss account carried forward			4,725,140		2,430,238
			4,855,974		2,561,072

The financial statements were approved and authorised for issue by the board and were signed on its behalf 31 July 2026.

J N Merrett

Director

The notes on pages 22 to 44 form part of these financial statements.

Page 16

BLACK TOMATO LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024	30,000	100,834	1,743,938	1,874,772

Profit for the year	-	-	2,260,715	2,260,715
Dividends: Equity capital	-	-	(1,140,000)	(1,140,000)

At 1 January 2025	30,000	100,834	2,864,653	2,995,487

Profit for the year	-	-	2,389,787	2,389,787
Currency translation differences	-	-	(58,117)	(58,117)
At 31 December 2025	30,000	100,834	5,196,323	5,327,157

The notes on pages 22 to 44 form part of these financial statements.

Page 17

BLACK TOMATO LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024	30,000	100,834	1,410,825	1,541,659

Profit for the year	-	-	2,159,413	2,159,413
Dividends: Equity capital	-	-	(1,140,000)	(1,140,000)

At 1 January 2025	30,000	100,834	2,430,238	2,561,072

Profit for the year	-	-	2,294,902	2,294,902
At 31 December 2025	30,000	100,834	4,725,140	4,855,974

The notes on pages 22 to 44 form part of these financial statements.

Page 18

BLACK TOMATO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	2,389,787	2,260,715
Adjustments for:
Amortisation of intangible assets	165,254	74,472
Depreciation of tangible assets	68,586	58,414
Loss on disposal of tangible assets	9,302	(93)
Interest paid	23,825	59,859
Interest received	(21,213)	(19,880)
Taxation charge	842,414	794,153
(Increase)/decrease in debtors	(705,020)	262,814
Increase/(decrease) in creditors	367,157	(3,033,129)
Corporation tax (paid)	(252,889)	(1,257,668)
Currency translation differences (non cash)	(58,117)	-
Net cash generated from operating activities	2,829,086	(800,343)
Cash flows from investing activities
Purchase of intangible fixed assets	(384,358)	(231,085)
Purchase of tangible fixed assets	(145,966)	(55,246)
Sale of tangible fixed assets	23,601	698
Interest received	21,213	19,880
HP interest paid	(7,166)	(6,803)
Net cash from investing activities	(492,676)	(272,556)

Page 19

BLACK TOMATO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

		2025	2024
		£	£


Cash flows from financing activities
Repayment of loans	(350,001)	(350,000)
Repayment of/new finance leases	100,387	(2,336)
Dividends paid	(1,140,000)	-
Interest paid	(16,659)	(53,056)
Net cash used in financing activities	(1,406,273)	(405,392)
Net increase/(decrease) in cash and cash equivalents	930,137	(1,478,291)
Cash and cash equivalents at beginning of year	504,418	1,982,709
Cash and cash equivalents at the end of year	1,434,555	504,418

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,434,555	504,418
	1,434,555	504,418

The notes on pages 22 to 44 form part of these financial statements.

Page 20

BLACK TOMATO LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	At 31 December 2025
£	£	£

Cash at bank and in hand	504,418	930,137	1,434,555
Debt due after 1 year	(116,667)	116,667	-
Debt due within 1 year	(410,000)	9,713	(400,287)
Finance leases	(70,528)	(100,387)	(170,915)
	(92,777)	956,130	863,353

The notes on pages 22 to 44 form part of these financial statements.

Page 21

BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Black Tomato Limited is a private company limited by shares, domiciled in England and Wales, registration number 04885202. The registered office is Albert House, 256-260 Old Street, London, EC1V 9DD.

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Income Statement in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Income Statement from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2015.

2.3

Revenue

Turnover represents the net commission or margin earned in relation to the sale of travel arrangements, recognised on the date of booking basis.

Gross Retail Turnover ("GRT") - GRT is the total gross sales amount received in respect of the sale of holiday and travel arrangement sales for the year. Section 23 of FRS102 requires the statutory turnover to be the net commission earned.

Trade debtors still represent the gross amount receivable in respect of sales of holiday accommodation and travel arrangements, and trade creditors still represent the amounts payable in respect of purchase of holiday accommodation and travel arrangements.

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BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Going concern

Group management and the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, being at least the following 12 months from the signing of these financial statements. This is supported by the performance seen so far in 2026. The Company has been well placed to meet and service the additional volume.

The directors consider the Group to be a going concern based upon detailed profits and loss account, balance sheet and cashflow projections drawn up to 30 September 2027. The directors believe they have taken all necessary steps to mitigate the impact of any risks mentioned and potential recession.

2.5

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

During the year the company continued an in-house AI agent project for the development and integration of artificial intelligence, automation and processing technologies.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.6

Marketing costs

Marketing, advertising and other promotional costs are expensed when the benefit of the goods or services is made available to the Company and the Group.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

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BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.9

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Income Statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

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BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Income Statement for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

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BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.14

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Software development

years

2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property improvements	-	over 3 years
Plant and machinery	-	over 3 years
Motor vehicles	-	over 4 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

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BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

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BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.20

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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, with 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic 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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a

Page 28

BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.20

Financial instruments (continued)

market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of Group's accounting policies, the directors are required to make judgments, estimates and assumptions about the carrying amount of assets and liabilities that are 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 according estimates are recognised in the period in which the estimates 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.

a) Critical judgments in applying the Group's accounting policies

The directors believe that there are no critical judgments involved in applying the Group's accounting policies that warrant disclosure.

b) Key accounting estimates and assumptions

The directors believe that there are no accounting estimates and assumptions involved in applying the Company's accounting policies that warrant disclosure.

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BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Leisure sales	13,350,617	12,374,967
	13,350,617	12,374,967

5.	Other operating income
		2025	2024
		£	£

Other operating income	4,091	-
	4,091	-

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements

25,000

19,070

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BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Wages and salaries	6,044,238	5,336,806	4,372,636	3,996,277
Social security costs	719,093	896,838	586,115	805,967
Cost of defined contribution scheme	416,133	270,563	381,992	245,075
	7,179,464	6,504,207	5,340,743	5,047,319

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Administration	22	16
Marketing	15	14
Sales	17	13

	54	43

8.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	980,000	847,000
	980,000	847,000

The highest paid director received remuneration of £490,000 (2024 - £423,500).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £38,000 (2024 - £121,009).

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BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	21,213	19,880
		21,213	19,880

10.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	16,659	52,947
Finance leases and hire purchase contracts	7,166	6,803
Other interest payable	-	109
	23,825	59,859

Corporation tax
Current tax on profits for the year	565,892	692,097
Adjustments in respect of previous periods	-	(9,714)
	565,892	682,383
Foreign tax
Foreign tax on income for the year	193,793	73,094
Total current tax	759,685	755,477

Deferred tax
Origination and reversal of timing differences	82,729	38,676
Total deferred tax	82,729	38,676


	Taxation on profit on ordinary activities	842,414	794,153

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BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.Taxation (continued)

Profit on ordinary activities before tax

3,232,201

3,054,868

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25.00% (2024 - 25%)	808,050	763,717
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	4,257	24,170
Capital allowances for year in excess of depreciation	(74,502)	(38,795)
Higher rate taxes on overseas earnings	193,793	73,094
Adjustments to tax charge in respect of prior periods	-	(9,714)
Foreign profits/losses not subject to UK tax	(38,050)	(45,127)
Deferred tax	82,729	38,676
Double taxation relief	(133,863)	(11,868)
Total tax charge for the year	842,414	794,153

Factors that may affect future tax charges

Changes to the UK corporation tax rates were substantively enacted as part of Finance Bill 2021 (on 11 March 2021). These include increases to the main rate of tax from 19% to 25% from 1 April 2023 for profits exceeding £50,000.

12.	Dividends
		2025	2024
		£	£

	Final dividends	-	1,140,000
		-	1,140,000

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BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Intangible assets
	Group

	Software	Computer software	Total
	£	£	£
Cost
At 1 January 2025	589,059	89,813	678,872
Additions	43,491	340,867	384,358
At 31 December 2025	632,550	430,680	1,063,230
Amortisation
At 1 January 2025	368,433	5,242	373,675
Charge for the year on owned assets	85,179	80,073	165,252
At 31 December 2025	453,612	85,315	538,927
Net book value
At 31 December 2025	178,938	345,365	524,303
At 31 December 2024	220,626	84,571	305,197

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BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.Intangible assets (continued)

	Company

	Software	Technology develpment	Total
	£	£	£
Cost
At 1 January 2025	589,059	89,813	678,872
Additions	43,491	340,867	384,358
At 31 December 2025	632,550	430,680	1,063,230
Amortisation
At 1 January 2025	368,433	5,242	373,675
Charge for the year	85,179	80,073	165,252
At 31 December 2025	453,612	85,315	538,927
Net book value
At 31 December 2025	178,938	345,365	524,303
At 31 December 2024	220,626	84,571	305,197

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BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Tangible fixed assets
	Group

	Short-term leasehold property improvements	Plant and machinery	Motor vehicles	Total
	£	£	£	£
Cost or valuation
At 1 January 2025	109,377	167,065	183,052	459,494
Additions	-	25,986	119,980	145,966
Disposals	(109,377)	-	(61,000)	(170,377)
At 31 December 2025	-	193,051	242,032	435,083
Depreciation
At 1 January 2025	109,377	94,394	45,195	248,966
Charge for the year on owned assets	-	47,931	-	47,931
Charge for the year on financed assets	-	-	20,655	20,655
Disposals	(109,377)	-	(28,097)	(137,474)
At 31 December 2025	-	142,325	37,753	180,078
Net book value
At 31 December 2025	-	50,726	204,279	255,005
At 31 December 2024	-	72,671	137,857	210,528

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BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.Tangible fixed assets (continued)

	Company

	Short-term leasehold property	Plant and machinery	Motor vehicles	Total
	£	£	£	£
Cost or valuation
At 1 January 2025	109,377	167,065	183,052	459,494
Additions	-	25,986	119,980	145,966
Disposals	(109,377)	-	(61,000)	(170,377)
At 31 December 2025	-	193,051	242,032	435,083
Depreciation
At 1 January 2025	109,377	94,394	45,195	248,966
Charge for the year on owned assets	-	47,931	-	47,931
Charge for the year on financed assets	-	-	20,655	20,655
Disposals	(109,377)	-	(28,097)	(137,474)
At 31 December 2025	-	142,325	37,753	180,078
Net book value
At 31 December 2025	-	50,726	204,279	255,005
At 31 December 2024	-	72,671	137,857	210,528

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BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	74
	At 31 December 2025	74

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

Black Tomato Inc.

16 Madison Square West, 12th floor New York, NY 10010

Ordinary

100%

	The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
	Name	Aggregate of share capital and reserves	Profit/(Loss)

Black Tomato Inc.

398,142

95,705

Page 38

BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	Debtors
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Due after more than one year
Other debtors	55,212	55,212	55,212	55,212
	55,212	55,212	55,212	55,212

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

Due within one year
Trade debtors	8,605,954	7,651,062	8,605,954	7,651,062
Other debtors	293,753	610,406	293,753	610,406
Prepayments and accrued income	148,323	296,690	135,643	288,387
	9,048,030	8,558,158	9,035,350	8,549,855

17.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	1,434,555	504,418	1,412,559	498,121
	1,434,555	504,418	1,412,559	498,121

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BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

18.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank loans	116,666	350,000	116,666	350,000
Trade creditors	283,071	161,642	283,070	161,642
Amounts owed to group undertakings	-	-	536,226	523,833
Corporation tax	565,892	264,867	565,892	264,867
Other taxation and social security	513,395	949,968	446,907	876,425
Obligations under finance lease and hire purchase contracts	14,715	2,335	14,715	2,335
Other creditors	3,191,791	3,884,552	3,191,791	3,884,552
Accruals and deferred income	938,673	712,986	905,517	682,585
	5,624,203	6,326,350	6,060,784	6,746,239

19.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank loans	-	116,667	-	116,667
Net obligations under finance leases and hire purchase contracts	156,200	68,193	156,200	68,193
	156,200	184,860	156,200	184,860

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BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Amounts falling due within one year
Bank loans	116,666	350,000	116,666	350,000
Amounts falling due after more than 1 year
Bank loans	-	116,667	-	116,667
	116,666	466,667	116,666	466,667

The rate of interest payable on the loan is Bank of England base rate plus 1.06%.

21.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Within one year	14,715	2,335	14,715	2,335
Between 1-5 years	156,200	68,193	156,200	68,193
	170,915	70,528	170,915	70,528

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BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22.	Deferred taxation
	Group

	2025	2024
	£	£

At beginning of year	(126,816)	(88,140)
Charged to profit or loss	(82,729)	(38,676)
At end of year	(209,545)	(126,816)

Company

	2025	2024
	£	£

At beginning of year	(126,816)	(88,140)
Charged to profit or loss	(82,729)	(38,676)
At end of year	(209,545)	(126,816)

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

	Accelerated capital allowances	(209,545)	(126,816)	(209,545)	(126,816)
		(209,545)	(126,816)	(209,545)	(126,816)

23.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

30,000 (2024 - 30,000) Ordinary shares of £1.00 each	30,000	30,000

Page 42

BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

24.

Reserves

Capital redemption reserve

The capital redemption reserve represents a non distributable reserve created upon redemption of preference shares or a share buyback and represents the nominal value or face value of the shares redeemed or bought back.

Profit and loss account

The profit and loss account represents the net distributable reserves of the company at the date of the statement of financial position.

25.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £416,133 (2024 - £270,563). Contributions totalling £20,986 (2024 - £19,462) were payable to the fund at the reporting date and are included in creditors.

26.	Commitments under operating leases

The Group and the Company had no commitments under non-cancellable operating leases at the reporting date.

27.Finance lease commitments

At 31 December 2025, the Group had committed to finance leases totalling £Nil (2023 - £Nil).

28.	Related party transactions
	Included in other debtors at 31 December 2025 is a loan due from T W Marchant, a director and shareholder of the Group, of £293,753 (2024 - £340,603). This loan was repaid in full prior to the signing of the financial statements. Additionally, included in other creditors, is a loan from M P Smith, a director and shareholder of the Group, amounting to £58,584 (2024 - £60,000).

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BLACK TOMATO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

29.	Post balance sheet events

On 9 July 2026, a controlling interest in the share capital of the company was acquired by Black Tomato Employee Ownership Trust, an Employee Ownership Trust established for the benefit of the company's employees.

As part of the funding arrangements for this transaction, the company has entered into a commitment to make future contributions to the Trust. These contributions will enable the Trust to settle the deferred consideration owed to the former shareholders. The total estimated future financial commitment of the company is £30,074,500 which is expected to be funded from the company's future distributable profits and cash flows over an estimated period of 10 years.

As this transaction occurred after the reporting date, it constitutes a non-adjusting post balance sheet event. Accordingly, no adjustments have been made to the assets and liabilities recognised in the financial statements for the year ended 31 December 2025 in respect of this transaction.

30.	Controlling party

In the opinion of the directors, the company has no single controlling party.

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