REGISTERED NUMBER: 13526469 (England and Wales)

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements

for the Year Ended 31 January 2026

for

Rodina Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Income Statement

11

Consolidated Other Comprehensive Income

12

Consolidated Balance Sheet

13

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Cash Flow Statement

17

Notes to the Consolidated Cash Flow Statement

18

Notes to the Consolidated Financial Statements

21

DIRECTORS:

I Darkin

D G Cox

A J Roberts

L A Tandy

REGISTERED OFFICE:

3rd Floor

52 Grosvenor Gardens

London

SW1W 0AU

REGISTERED NUMBER:

13526469 (England and Wales)

AUDITORS:

Elsby & Co (Sywell) Ltd

Statutory Auditors

155 Wellingborough Road

Rushden

Northamptonshire

NN10 9TB

The directors present their strategic report of the company and the group for the year ended 31 January 2026.

Rodina Holdings Limited is a group of companies which are effectively managed as one single operating Leisure and Travel business.

The overall group comprises:

- Rodina Holdings Limited,

- One Traveller Limited,

- One Traveller Transport Limited,

- Group Traveller Limited

The Group provides ATOL- and ABTA-protected escorted group holidays to destinations in the UK, Europe, and worldwide. Holidays are marketed through printed brochures, digital marketing channels, and the Group’s website. The Group aims to provide a safe and friendly travelling environment for solo travellers while delivering high-quality destination experiences.

REVIEW OF BUSINESS

The principal activity of Rodina Holdings Limited is that of a holding company. Through its subsidiaries, the Group operates in the leisure and travel sector, providing ATOL- and ABTA-protected escorted group holidays to destinations in the UK, Europe, and worldwide. The Group continues to focus on delivering safe, high-quality travel experiences within its core escorted travel model.

Turnover for the year increased to £25,624,039 (2025: £23,415,948), representing growth of approximately 9.4%. Revenue growth was driven by higher passenger volumes, improved load factors across the holiday programme, and sustained average selling prices across key destinations.

Gross margin improved during the year, reflecting a favourable holiday and destination mix, together with continued pricing discipline. Operating profit of £2,585,932 (2025: £2,591,116) was broadly stable. Improved gross profitability was largely offset by higher administrative expenses, reflecting continued investment in operational capability, systems, and support functions to support the Group’s scale and future growth.

Profit before taxation increased to £3,250,306 (2025: £2,902,945). This increase was primarily attributable to improved underlying trading performance.

Average staff numbers increased to 54 (2025: 42), reflecting the Group’s continued investment in people, infrastructure, and processes to support operational resilience, service quality, and the long-term development of the business.

PRINCIPAL RISKS AND UNCERTAINTIES

Liquidity risk: Cash flow forecasts are prepared and regularly reviewed to ensure sufficient liquidity is maintained to meet obligations as they fall due.

Market and geopolitical risk: The Group maintains a geographically diversified holiday programme. Destination risk is monitored continuously, allowing itineraries and schedules to be adjusted where appropriate to protect customers and the business. Ongoing geopolitical developments, including recent instability in the Middle East, are kept under active review, and the Group will continue to adjust destinations and operations as necessary to manage risk.

Foreign exchange risk: Exchange rate exposure is monitored and managed through appropriate commercial and financial strategies.

Competitive risk: The Group operates in a competitive marketplace and continues to focus on service quality, reputation, and value to maintain its market position.

NON-FINANCIAL INFORMATION

The Group prides itself on providing the best holidays possible for all mature solo travellers and looks ahead to delivering many more years of outstanding travel experiences for its customers. This year, One Traveller Limited was awarded the top prize at the British Travel Awards in the "Best Small Travel Company for Singles Holidays" category, adding to its previous accolades. One Traveller is also a Which? recommended solo specialist and was the only company in the survey to achieve a 5-star service rating.

The Directors recognise that employees are integral to the Group’s success, both in the UK and overseas. The Group offers a comprehensive employee benefits package and is committed to attracting, developing, and retaining high-quality staff.

The Directors remain mindful of the wider economic environment and geopolitical uncertainty impacting the travel sector. The senior management team maintains a hands-on approach to day-to-day decision-making, with performance and risk factors kept under regular review.

The Group recognises the importance of maintaining strong relationships with its suppliers and is committed to making timely and full payments. By working collaboratively with key suppliers, the Group aims to enhance the overall holiday experience delivered to its customers.

The Group is committed to minimising its carbon footprint as part of its overall strategy to improve sustainability. To support this goal, the Group produces eco-friendly brochures with potato starch wrapping, all of which are 100% recyclable. In addition, all brochures and newsletters are available online. The Group encourages its staff to adopt environmentally friendly practices through its green policies.

The Group is also committed to supporting charities close to its heart, achieving this through practical support and financial donations, and encouraging staff to participate in charitable activities wherever possible.

KEY PERFORMANCE INDICATORS

The Group monitors performance using a range of financial and operational key performance indicators. These include total holidays operated, passenger numbers, destination mix, and margin per passenger, and the results were as follows:

Change 2026

2026

2025

vs 2025

Number of UK holidays

34

31

9.68%

Number of European holidays

151

138

9.42%

Number of Worldwide holidays

59

58

1.72%

Cruises

24

21

14.29%

Total number of holidays

268

248

8.06%

Number of destinations

44

47

-6.38%

OUTLOOK

The Directors believe escorted group holidays for mature solo travellers remain a resilient segment of the leisure travel market. The Group enters the new financial year with a strong forward booking position and a diversified product portfolio, providing a solid platform for continued sustainable growth.

ON BEHALF OF THE BOARD:

I Darkin - Director

9 June 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 January 2026.

PRINCIPAL ACTIVITY

The principal activity of the Group during the year was the provision of escorted leisure travel services for mature solo travellers.

DIVIDENDS

During the year, no dividends were paid (2025: £274,000). These dividends were paid to Rodina Holdings Limited in line with group distribution arrangements.

A dividend amounting to £6,722,512 was paid after the year end.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR

I Darkin held office during the whole of the period from 1 February 2025 to the date of this report.

Other changes in directors holding office are as follows:

After the year end, D G Cox, A J Roberts and L A Tandy were appointed as directors of the company on the 6th of February 2026.

DONATIONS AND EXPENDITURE

All donations made during the year were to charitable organisations. No political donations were made.

DISCLOSURE IN THE STRATEGIC REPORT

Certain disclosures required by Section 414C of the Companies Act 2006 are included within the Strategic Report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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 and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Elsby & Co (Sywell) Ltd, will be proposed for re-appointment, and appropriate arrangements have been put in place for them to be reappointed as auditors in the absence of an Annual General Meeting.

ON BEHALF OF THE BOARD:

I Darkin - Director

9 June 2026

Opinion

We have audited the financial statements of Rodina Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, 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 affairs as at 31 January 2026 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 Report of the Directors.

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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.

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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We considered the nature of the company's industry and its control environment, and discussed the Company's policies and procedures relating to fraud and compliance with laws and regulations.

We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:

-

had a direct effect on the determination of material amounts and disclosures in the financial statements; and

-

do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs ( UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

-

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

-

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

-

enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations.

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

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 a Report of the Auditors 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.

Carl Elsby ACA (Senior Statutory Auditor)

for and on behalf of Elsby & Co (Sywell) Ltd

Statutory Auditors

155 Wellingborough Road

Rushden

Northamptonshire

NN10 9TB

9 June 2026

TURNOVER

25,624,039

23,415,948

Cost of sales

18,549,372

17,537,631

GROSS PROFIT

7,074,667

5,878,317

Administrative expenses

4,491,860

3,299,701

2,582,807

2,578,616

Other operating income

3,125

12,500

OPERATING PROFIT

5

2,585,932

2,591,116

Income from fixed asset investments

32,677

22,768

Interest receivable and similar income

212,544

180,976

245,221

203,744

2,831,153

2,794,860

Gain/loss on revaluation/sale of assets

419,153

108,085

PROFIT BEFORE TAXATION

3,250,306

2,902,945

Tax on profit

7

841,828

724,998

PROFIT FOR THE FINANCIAL YEAR

2,408,478

2,177,947

Profit attributable to:

Owners of the parent

2,408,478

2,177,947

PROFIT FOR THE YEAR

2,408,478

2,177,947

OTHER COMPREHENSIVE INCOME

Revaluation adjustment

40,000

(90,000

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

40,000

(90,000

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,448,478

2,087,947

Total comprehensive income attributable to:

Owners of the parent

2,448,478

2,087,947

FIXED ASSETS

Intangible assets

10

163,674

5,295

Tangible assets

11

805,744

926,549

Investments

12

-

2,341,760

Investment property

13

300,000

340,000

1,269,418

3,613,604

CURRENT ASSETS

Debtors

14

4,324,576

2,294,371

Investments

15

-

2,602,577

Cash at bank and in hand

13,336,946

4,147,109

17,661,522

9,044,057

CREDITORS

Amounts falling due within one year

16

10,904,878

6,919,607

NET CURRENT ASSETS

6,756,644

2,124,450

TOTAL ASSETS LESS CURRENT LIABILITIES

8,026,062

5,738,054

CREDITORS

Amounts falling due after more than one year

17

-

(13,000

)

PROVISIONS FOR LIABILITIES

18

(4,934

)

(112,404

)

NET ASSETS

8,021,128

5,612,650

CAPITAL AND RESERVES

Called up share capital

19

200

200

Share premium

20

29,900

29,900

Other reserves

20

2,160,048

2,160,048

Fair value reserve

20

51,536

91,536

Retained earnings

20

5,779,444

3,330,966

SHAREHOLDERS' FUNDS

8,021,128

5,612,650

The financial statements were approved by the Board of Directors and authorised for issue on 9 June 2026 and were signed on its behalf by:

I Darkin - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

30,100

30,100

Investment property

13

-

-

30,100

30,100

CURRENT ASSETS

Debtors

14

574,822

2,024,285

Cash at bank

6,065,126

110,197

6,639,948

2,134,482

CREDITORS

Amounts falling due within one year

16

2,012

2,000

NET CURRENT ASSETS

6,637,936

2,132,482

TOTAL ASSETS LESS CURRENT LIABILITIES

6,668,036

2,162,582

CAPITAL AND RESERVES

Called up share capital

19

200

200

Share premium

20

29,900

29,900

Retained earnings

20

6,637,936

2,132,482

SHAREHOLDERS' FUNDS

6,668,036

2,162,582

Company's profit for the financial year

4,505,454

386,281

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 9 June 2026 and were signed on its behalf by:

I Darkin - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 February 2024

(34,800

)

1,579,493

29,900

Prior year adjustment

-

(62,474

)

-

As restated

(34,800

)

1,517,019

29,900

Changes in equity

Issue of share capital

35,000

-

-

Dividends

-

(274,000

)

-

Total comprehensive income

-

2,087,947

-

Balance at 31 January 2025

200

3,330,966

29,900

Changes in equity

Total comprehensive income

-

2,448,478

-

Balance at 31 January 2026

200

5,779,444

29,900

Fair

Other

value

Total

reserves

reserve

equity

£

£

£

Balance at 1 February 2024

2,160,048

1,536

3,736,177

Prior year adjustment

-

-

(62,474

)

As restated

2,160,048

1,536

3,673,703

Changes in equity

Issue of share capital

-

-

35,000

Dividends

-

-

(274,000

)

Total comprehensive income

-

90,000

2,177,947

Balance at 31 January 2025

2,160,048

91,536

5,612,650

Changes in equity

Total comprehensive income

-

(40,000

)

2,408,478

Balance at 31 January 2026

2,160,048

51,536

8,021,128

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 February 2024

200

2,020,201

29,900

2,050,301

Changes in equity

Dividends

-

(274,000

)

-

(274,000

)

Total comprehensive income

-

386,281

-

386,281

Balance at 31 January 2025

200

2,132,482

29,900

2,162,582

Changes in equity

Total comprehensive income

-

4,505,454

-

4,505,454

Balance at 31 January 2026

200

6,637,936

29,900

6,668,036

Cash flows from operating activities

Cash generated from operations

1

5,006,480

3,353,637

Tax paid

(695,566

)

(481,678

)

Net cash from operating activities

4,310,914

2,871,959

Cash flows from investing activities

Purchase of intangible fixed assets

(181,646

)

-

Purchase of tangible fixed assets

(27,141

)

(984,859

)

Purchase of fixed asset investments

(2,868,218

)

-

Sale of intangible fixed assets

3,024

-

Sale of tangible fixed assets

94,975

-

Sale of fixed asset investments

5,669,131

-

Purchase of current asset investments

-

(1,054,457

)

Sale of FA investments

2,602,577

-

Interest received

212,544

180,976

Dividends received

32,677

22,768

Net cash from investing activities

5,537,923

(1,835,572

)

Cash flows from financing activities

Amount introduced by directors

-

1,488

Amount withdrawn by directors

(659,000

)

-

Share issue

-

35,000

Equity dividends paid

-

(274,000

)

Net cash from financing activities

(659,000

)

(237,512

)

Increase in cash and cash equivalents

9,189,837

798,875

Cash and cash equivalents at beginning of year

2

4,147,109

117,857

Cash and cash equivalents at end of year

2

13,336,946

4,147,109

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2026

2025

£

£

Profit before taxation

3,250,306

2,902,945

Depreciation charges

80,856

76,168

(Profit)/loss on disposal of fixed assets

(7,642

)

2,039

Loss/(gain) on revaluation of fixed assets

40,000

(108,085

)

Gain on sale of investments

(459,153

)

-

Finance income

(245,221

)

(203,744

)

2,659,146

2,669,323

(Increase)/decrease in trade and other debtors

(1,372,779

)

719,566

Increase/(decrease) in trade and other creditors

3,720,113

(35,252

)

Cash generated from operations

5,006,480

3,353,637

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 January 2026

31.1.26

1.2.25

£

£

Cash and cash equivalents

13,336,946

4,147,109

Year ended 31 January 2025

31.1.25

1.2.24

£

£

Cash and cash equivalents

4,147,109

117,857