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Registered number: 06916506
GENTIANES SOLUTIONS LIMITED
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2025
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GENTIANES SOLUTIONS LIMITED
REGISTERED NUMBER: 06916506
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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GENTIANES SOLUTIONS LIMITED
REGISTERED NUMBER: 06916506
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 August 2026.
The notes on pages 3 to 12 form part of these financial statements.
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GENTIANES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Gentianes Solutions Limited is a private company limited by shares incorporated in England and Wales, United Kingdom. The registered office is shown on the company information page. The nature of the company’s operations and principal activities are that of a specialist travel agency.
2.Accounting policies
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Basis of preparation of financial statements
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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 requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
These accounts are for the twelve months for the period to 31 December 2025. The prior year comparatives are for the 7 months for the period 1 June 2024 to 31 December 2024.
The directors have assessed the Company's ability to continue as a going concern for a period of at least 15 months from the date of signing these financial statements, being the period to 31 December 2027. The assessment is based on a detailed financial model covering the period to 31 December 2027, comprising a base case and a downside stress scenario.
The model takes account of the Company's bookings pipeline, approved operating budget, hedging position, and the structural working capital characteristics of the business model. Under both the base case and the downside stress scenario, the Company maintains positive liquidity headroom throughout the assessment period without recourse to new funding. The directors have not identified any material uncertainties that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern. Accordingly, these financial statements have been prepared on the going concern basis.
As a result, and with the Company continuing to receive full support of its shareholders, the directors believe that it is still appropriate to apply the going concern basis for the foreseeable future.
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GENTIANES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Revenue comprises commissions earned for the introduction of customers to third-party tour operators and the arrangement of the contract between them. The Company acts as an agent in respect of all bookings; accordingly, revenue is measured as the net commission earned (being the amount paid by the customer less the net amount payable to the host tour operator), and not the gross transaction value passing across the platform.
Commission revenue is recognised on the booking confirmation date, being the point at which the Company’s performance – sourcing the customer, transacting the booking, and arranging the host–customer contract – is substantially complete. Revenue is recognised net of an accrual for expected cancellations, calculated by reference to historical cancellation experience including seasonality patterns, and is reviewed at each period-end.
Revenue is recognised to the extent that it is probable that economic benefits will flow to the Company and can be reliably measured. It is measured at the fair value of the consideration received or receivable, excluding value added tax and other sales taxes.
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GENTIANES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Total Transaction Value ('TTV')
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Total Transaction Value (‘TTV’) represents the aggregate gross selling price of all bookings transacted in the period, before deduction of amounts payable to host tour operators and before cancellations. TTV is presented as a memorandum item at the head of the statement of comprehensive income.
TTV does not constitute statutory turnover under Section 23 of FRS 102. Because the Company acts as agent, statutory revenue is the commission element of each booking (End Selling Price less Net Price payable to the host), not the gross amount billed to the customer. TTV is disclosed to provide users with information about the scale of the booking activity flowing across the platform.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in profit or loss using the effective interest method.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.
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GENTIANES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 operates and generates income.
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:
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.
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.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours plus cash equivalents that are highly liquid investments that mature 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.
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.
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GENTIANES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Because the Company's commission is deducted from the deposit before any amount due to the host, a cancelled deposit is substantially the Company's own cash rather than money owed to the host. On cancellation, the commission previously recognised is reversed and the deposit is reclassified as deferred income — a liability representing the customer's account credit. This is recognised as revenue on redemption, or on expiry two years after cancellation if unused.
Gift card proceeds are held as deferred income (deferred revenue and a liability) rather than recognised at point of sale, as the performance obligation remains outstanding. Revenue is recognised on redemption or, for unused balances, on expiry five years from issue.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In the application of the company's accounting policies, the directors are required to make judgments, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised in the period in which the estimates are 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.
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The average monthly number of employees, including directors, during the year was 47 (2024 - 34).
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GENTIANES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Charge for the year on owned assets
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GENTIANES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Prepayments and accrued income
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Included in other debtors above is a cash-backed bond in the sum of £Nil (2024: £500,000), given in favour of the Association of Bonded Travel Organisers Trust ("ABTOT”) in the ordinary course of business.
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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GENTIANES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: Amounts falling due after more than one year
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Analysis of the maturity of loans is given below:
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Bank loans - falling due within one year
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Bank loans - falling due within 1-2 years
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The above bank loan relates to a government-backed loan under the Bounce Back Loan Scheme ('BBLS'), which benefits from a capital repayment holiday of 12 months, after which the loan is due to be repaid through 60 monthly instalments ending in 2026. The applicable interest rate was fixed at 2.50%. In addition to the 12 month capital repayment holiday, the loan benefits from a Business Interruption Payment ('BIP') made by the UK Government on behalf of the Company to cover interest arising on the BBLS loan for the first 12 months.
The loan was fully repaid during the reporting period.
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GENTIANES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Allotted, called up and fully paid
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66,852,409 (December 2024 - 66,852,409) Ordinary shares of £ 0.00001 each -
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2,914,945 (December 2024 - 2,914,945) Preference shares of 0.00001 each -
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2,068,685 (December 2024 - 300,413) Growth shares of £ 0.00001 each-
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21,358,393 (December 2024 - 18,368,218) A Ordinary Shares shares of £0.00001 each-
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21,358,393 (December 2024 - 18,368,218) A Preference Shares shares of £0.00001 each-
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On 31 March 2025 1,601,676 Growth shares of £0.00001 each were raised and paid for at a premium of £0.00329 per share for £5,285.53.
On 17 April 2025 166,596 Growth shares of £0.00001 each were raised and paid for at a premium of £0.00329 per share for £549.77.
On 28 July 2025 2,990,175 A Ordinary shares of £0.00001 each were issued at a premium of £0.00049 per share.
On 28 July 2025 2,990,175 A Preference shares of £0.00001 each were issued at a premium of £0.23359 per share.
Share premium account
The share premium account represents consideration received for shares issued above their nominal value, net of transaction costs.
Profit and loss account
Profit and loss reserves represent cumulative profits and losses of the company, net of distributions to owners.
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ABTOT Membership and Bonding
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The Company is a member of the Association of Bonded Tour Operators Trust (“ABTOT”) and sells non-flight packages to consumers. The Company also sells flight packages to consumers under the ABTOT ATOL franchise. The Company provides ABTOT with differential bonds in the normal course of business, in the sum of £3,736,500, rising to £5,231,100 at peak exposure periods, for the protection of consumer deposits and payments in advance of travel. These are insurance bonds issued by Accredited Insurance Europe SA UK Branch.
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GENTIANES SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
At 31 December 2025, there were contingent liabilities outstanding in respect of counter indemnities given by the company in the normal course of business to its travel bond insurance obligor in respect of Association of Bonded Tour Operators Trust (“ABTOT”) bonds amounting to £3,736,500 (2024: £1,862,577).
A charge dated 8 January 2024 was created by the Company in favour of company's bankers. This charge, comprising fixed charges over all the Company’s assets, was registered at Companies House on 9 January 2024.
A further charge dated 29 May 2024 was created by the Company in favour of company's bankers. This charge, comprising fixed charges over all the Company’s assets, was registered at Companies House on 30 May 2024.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £356,676 (7 months period to 31 December 2024: £117,930). Contributions totalling £194 (2024: £17,224) were payable to the fund at the reporting date and are included in creditors.
In the opinion of the directors, there is no single ultimate controlling party of the Company.
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