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ON THE BEACH GROUP PLC

Annual Report Dec 2, 2025

4936_10-k_2025-12-02_77db66a2-feea-42df-9e4f-5afb43fe38e6.pdf

Annual Report

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On the Beach Group plc

("On the Beach", "OTB", the "Company" or the "Group")

FINAL RESULTS FOR YEAR ENDED 30 SEPTEMBER 2025 ('FY25')

ANOTHER RECORD-BREAKING YEAR OF TTV, ADJUSTED PBT +20% YOY, ADJUSTED EPS +45% AND CONTINUED DELIVERY AGAINST STRATEGY

FY25 Financial overview

  • Record TTV for the fourth consecutive year, up 11% to £1.25bn (FY24: £1.1bn).
  • Revenue increased 6% to £121.4m (FY24: £114.6m).
  • Further margin improvement of 150 bps with Adjusted EBITDA margin at 33.2% (FY24: 31.7%).
  • Adjusted profit before tax increased 20% to £35.0m (FY24: £29.2m1 ).
  • Adjusted EPS increased 45% to 19.0p (FY24: 13.1p).
  • Group remains in a strong financial position with cash2 of £91.7m (30 September 2024: £96.2m)
  • Refinancing completed in September 2025 with Lloyds, Natwest and HSBC, delivering a larger facility size with improved pricing, providing significant flexibility to power medium term growth and further shareholder returns.
  • Final dividend of 3.0p per share. Full year dividend increased 33% to 4.0p per share, representing 25% of net earnings, in line with capital allocation policy.
  • Completed share buybacks totalling 22.5m shares for £50m in the last 12 months, representing 14% of share capital.

Strategic progress

  • Continued strategic progress across the 4 pillars of strategy; stickiness, choice, peace of mind, and scale / automation.
  • o Leveraging the upgraded technology platform to increase repeat bookings (+18%), customers booking twice or more per year (+15%) and NPS (+14%), across a growing addressable market (now up to 50m passengers).
  • Delivered significant volume growth with Summer '25 bookings up 13% versus Summer '24, significantly ahead of the package holiday market3 .
  • Beach holidays continue to power the majority of YOY growth; 4 and 5 star holidays now represent over 80% of TTV.
  • The business model and platform are scaling into strategic expansion areas at minimal cost.
  • o Product expansion is continuing at pace with 166 cities now on sale and volumes growing rapidly into the new financial year.
  • o Completed successful launch into Republic of Ireland, having established a brand presence at a net cost of £2m.

Current Trading and Outlook

  • FY25 growth has continued into the new financial year with YTD TTV +16% and YTD bookings growth of +14% versus the prior year.
  • Winter '25/26 forward bookings are +15% YOY.
  • Summer '26 momentum is building; YTD forward bookings for Summer '26 are +8% YOY and we are confident in delivering another record summer.
  • The Board is confident in delivering FY26 Adjusted PBT in the range of £39m-£43m, in line with market expectations.
  • The Group remains on track with its Medium Term Ambition; TTV of £2.5bn, EBITDA of £100m, Adjusted PBT of £85m and EPS of 38.7p.

Shaun Morton, Chief Executive Officer of On the Beach Group plc, commented:

"I am pleased to report another strong performance which marks our fourth consecutive year of growth. During the period we achieved TTV of £1.25 billion and sent a record 1.7 million customers on their beach holidays and city breaks. As anticipated, we achieved our biggest summer to date as customers continued to prioritise their summer holidays.

"Investment in our technology platform has facilitated this year's growth and enabled us to treble our addressable market. Not only are customers able to find a package holiday to suit their needs within seconds, but they also have more choice than ever before. Our strategic expansion areas, including City Breaks and Holidays for customers from the Republic of Ireland continue to build momentum, already contributing 8% of FY25 booking mix, whilst the recent launch of Cruise complements our offering and I am excited by the opportunities in this new, high growth market.

"Demand for On the Beach holidays remains strong and, despite the broader consumer environment, booking trends indicate that consumers will continue to protect their holiday. Our Winter 25/26 forward order bookings are currently 15% ahead of last year as customers travel to our key destinations during the winter months. Bookings for Summer 26 are encouraging and give us confidence that we will deliver another record summer. This positive trading momentum, coupled with ongoing growth opportunities within our core Beach offering and expansion areas, means we are on track deliver on our medium term ambition of £2.5bn TTV, £100m EBITDA, £85m PBT and 38.7p EPS."

  • 1 FY24 restated for the impact of the discontinued B2B operation
  • 2 Excluding amounts held in Trust
  • 3 In FY25, ATOL data from the latest CAA renewal cycle in March 2025 reported a 3% YOY increase in total licensed forecast passenger volumes across the market for the next 12 months.

Analyst & investor presentation

A presentation for sell-side equity analysts will be held today at 11.00am GMT at Peel Hunt offices, 100 Liverpool Street, London, EC2M 2AT. A webinar facility is available for those analysts unable to attend in person, as well as for investors, the details of which can be obtained from FTI Consulting via [email protected].

For further information:

On the Beach Group plc via FTI Consulting

Shaun Morton, Chief Executive Officer Jon Wormald, Chief Financial Officer

Harriet Jackson Harleena Chana

FTI Consulting Tel: +44 (0)20 3727 1000 Alex Beagley [email protected]

About On the Beach

On the Beach Group plc is one of the UK's largest online package holiday specialists, with significant opportunities for growth. Its innovative technology, low-cost base and strong customer-value proposition provides a structural challenge to legacy tour operators and online travel agents, as it continues disrupting the online retail of beach holidays. Its model is customer-centric, asset light, profitable and cash generative.

Cautionary statement

The purpose of this statement is to provide information to the members of the Company. The Company and its Directors accept no liability to third parties in respect of this statement save as would arise under English law.

This statement contains certain forward-looking statements with respect to the financial condition, results, operations and businesses of the Company. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as "anticipates", "aims", "due", "will", "could", "may", "should", "would", "might", "shall", "expects", "believes", "intends", "plans", "targets", "goal", "estimates", "forecasts", "projects", "predicts", "continues", "assumes", "budget", "risk" or, in each case, their negative or other variations or words of similar meaning.

These forward-looking statements involve assumptions, known and unknown risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements, including factors outside the Company's control.

The forward-looking statements reflect the knowledge and information available at the date of preparation of this statement and, except to the extent required by law or regulation, will not be updated or revised, whether as a result of new information, future events or otherwise. This statement shall not, under any circumstances, create any implication that there has been no change in the business or affairs of the Company or any member of its group since its date or that the information contained in it is correct as at any time subsequent to its date,

You should not place undue reliance on the forward-looking statements.

No statement contained in this document is intended as a profit forecast or a profit estimate or should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. Past business and financial performance cannot be relied on as an indication of future performance.

This statement together with the financial statements and investor presentation is available on www.onthebeachgroupplc.com

Chief Executive Officer review

Overview

A winning business model

On the Beach ('OTB') has a low-cost, asset light, and cash generative business model that provides a structural challenge to tour operators, disrupting the package holiday market. Our proprietary technology, combined with a market-leading proposition, delivers value, choice, peace of mind and financial protection for our customers.

Operating in a large, growing market

Overseas leisure travel spend continues to grow year on year, and within that, package holidays continue to grow in popularity. With Summer volumes +13%, we have been growing significantly ahead of the market1 .

Seat and bed supply remain abundant, with over 70m seats from UK departure points to European destinations in Summer '25, including an additional 5% airline capacity to beach leisure destinations and total seat growth of +3% from the UK to all European destinations. This represents significant headroom for OTB to continue to grow into, having taken 1.7m passengers away on holiday during the year.

Another record year

FY25 has been another record year, achieving TTV for the full year of £1.25bn, representing an increase of 11% on last year. We continue to improve operational leverage whilst improving customer metrics. FY25 represents the fourth consecutive year that the Group has increased Revenue, EBITDA and EBITDA as a percentage of Revenue, and this year we achieved significant improvement in customer satisfaction, with an NPS score of 56, +14% year-on-year ('YOY').

We are confident about the future

The Group has delivered transformational progress against its strategic priorities in the current year, which positions us well for another exciting year of growth in FY26 as we build toward our Medium Term Ambition ('MTA') by FY29.

People

Our people remain at the heart of everything we achieve. This year, we've made significant investments in leadership development, launching a bespoke programme that's upgrading capability across our senior team and will cascade to all people managers over the coming year. This focus on developing exceptional leaders creates the foundation for accelerated performance throughout our organisation.

We've continued to evolve our employee benefits and enhanced our pension contributions for the second consecutive year. Our commitment to supporting our people has never been stronger.

The talent and innovation within our teams continues to impress. From the development of our proprietary technology platform, to breakthrough initiatives on the app, our people are pushing boundaries and delivering solutions that transform how we operate and serve customers.

We're particularly proud to be one of only eight UK employers partnering with the CIPD on their national research into AI and the Future of Work. This positions us at the forefront of shaping how AI will be adopted ethically and responsibly across UK workplaces, while building confidence and capability across our teams. Our employee engagement remains strong, with our people continuing to demonstrate the drive, innovation and collaborative spirit that defines our culture and powers our growth.

Market

Favourable trends

Market tailwinds, including rising demand for package travel, support our strategy for growth.

A consumer survey earlier this year indicated that spending on holidays for the next 12 months is the most protected discretionary category for consumers, ahead of health and well-being, home improvement, hobbies, leisure and all other buckets of discretionary spend.

A third of Brits are now taking three or more overseas trips per year. Share of holidaymakers seeking to book an overseas package over a DIY trip has increased from 40% to 59% over the last ten years.

Booking intent currently remains strong amongst younger age groups, particularly 25–34s, where package uptake is highest and has seen consistent year-on-year growth, supporting long-term structural adoption. Recent research indicates that 38% of Gen Z are now more likely to book a package holiday compared to five years ago. Businesses with relevant digital platforms are particularly wellpositioned to benefit, as consumers increasingly expect a seamless, tech-driven booking experience.

Sources: OC&C, Redburn, easyJet research.

A large addressable market

In the last 12 months, following a re-platforming of the business and a transformational partnership signed with Ryanair, OTB has trebled the size of its addressable market from 16m pax to 50m pax. This unlocks significant potential for medium-term sustainable growth.

In FY25, we made significant progress in our existing Beach market and in two new expansion markets: City breaks and Republic of Ireland.

During the year we also took the decision to strategically focus on our B2C offer, where we see the strongest potential for growth, resulting in the closure of our B2B operations, trading as Classic Collection. I want to take the opportunity to acknowledge the commitment and hard work of all affected colleagues.

In early FY26, in the latest step on our journey, OTB entered the large, high-growth Cruise market.

Beach

We have continued to grow year-on-year across all our existing B2C Beach markets (Value Short Haul, Premium Short Haul, and Long Haul), with 4 and 5-star holidays now representing over 80% of Group TTV. In FY25, we have grown in all our core beach destinations. Most of our overall TTV growth this year has been driven by our core beach proposition.

City breaks

OTB has attracted existing and new customer demand with entry into City breaks from FY24, enabling capture of a greater share of our customer's holiday wallet. From a low base in Summer '24, City bookings grew 3x YOY, representing 2% of the 11% YOY growth in Group FY25 TTV, supercharged by the significant re-platforming of our technology in Q4 FY24.

Republic of Ireland

In the final quarter of FY24 we began selling holidays departing from the Republic of Ireland, enabling access to a new source market. In FY25 we invested £2m of net spend to establish brand presence and remain on track with our strategic plans as we enter FY26. The market, estimated at 15% of the size of the UK, offers strong growth potential leveraging OTB's existing platform, brand and supply relationships.

Cruise

In early FY26, the Group is also leveraging these strengths including its organic customer acquisition channels to enter and disrupt the UK Cruise holiday market. Cruise is a compelling opportunity to further increase our share of a customer's holiday wallet. We expect to attract both existing and new customers to the brand, with 4m cruise passengers departing from the UK and Ireland each year, representing a further increase of our addressable market. Cruise represents one of the fastest growing segments of travel, with supply underpinned by new ship launches and increased demand from younger demographics.

International markets

A strong relationship with Europe's largest airline and a scalable platform supports opportunities to add new source markets and new products when appropriate. Strategic progress in FY25 has created a foundation for further international expansion.

Strategy

We are on a mission to help people holiday better and more often.

Ongoing development to our platform underpins everything we do strategically, enabling growth through delivery of the four pillars of our strategy:

1 Stickiness Why stickiness?

Consumers are shopping around as much as ever so we are having to reacquire them. By designing for stickiness, there is a significant opportunity to grow volumes and improve operating efficiency.

Major drivers

The app is the vehicle for stickiness. We know that customers who download the app, engage with it and search for a holiday, are more likely to book a holiday with us, are more satisfied and are more likely to repeat. This year we have focused on the app and are experiencing 6x higher search conversion vs web, a 41% higher NPS score and a +47% higher one-year rebook rate.

Increasing retention rates enables reduced and more effective marketing spend.

Significant re-platforming of our technology in FY24 has enabled OTB to transition its strategy from booking-centric to customer-centric, focusing on how we build a relationship with a customer over their lifetime.

By adding customer-centric, app-only features, keeping customers active in the app and reducing travel anxiety through targeted app notifications, we have been increasing app downloads and engagement.

In FY25 we have developed app-centric features making it easier to:

  • Access documentation
  • Manage your booking and payments
  • Access in-resort support

We have also developed customer-centric app-only features in the year, such as:

• Live flights information

  • Access to perks and benefits
  • Social features like shareable documentation and countdowns

Our ultimate goal is for the app to become a customer's essential booking and travel companion (or a rep in your pocket).

Results to date

The below leading indicators demonstrate our 'Stickiness' progress in the app during FY25, which lay the foundations for continued growth in FY26 and beyond.

Bookings from repeat customers: +18% YoY

FY25 YoY
App downloads 1m +28%
App users before departure 80% +54%
App bookings mix 30% +42%
App monthly active users 0.6m +58%

2 Choice

Why choice?

By designing for choice, we are increasing the breadth and depth of our offering, and the holiday wallet that we compete for. By adding more choice to our proposition, there is a significant opportunity to attract new customers to the brand and increase the number of customers booking more than one holiday in any given holiday year.

Major drivers

Over the last 18 months, the significant upgrades to our technology platform have transformed the choice of holiday options available to our customers.

Through our technology, we have been able to solve the complex problem of exponentially increasing holiday combinations on the platform, whilst increasing the speed and discoverability of holiday searches.

We have built an AI-powered platform managing more than 5 billion hotel prices – optimised for best pricing, availability, accuracy and speed. We call this our Hotel Discovery Cache.

Alongside this, we have also built an 'in memory' data store which allows our customers to search our entire inventory of holidays for any given date range – and in under a second. We call this Fast Flexible Search.

Without these developments we would not have been able to scale as quickly or as cost effectively. Also, the high level of accuracy of pricing and availability means that fulfilment of the billions of deals is almost entirely automated.

This is all proprietary technology. Finally, by increasing the number of suppliers per hotel we are achieving better pricing and availability for our customers.

Results to date

We have increased the number of customers booking more than one holiday with us this year by 15% (our 2+ customers). More than a quarter of our bookings this year were made by customers who booked more than one holiday with us throughout the year.

2+ customers: +15% YoY

FY25 YoY
Destinations on sale 240 2.4x
Cities on sale 157 7.0x
Hotels on sale 24k 2.7x
Airlines on sale 42 1.5x
Combinations 80bn+

3 Peace of mind Why peace of mind?

Consumers want both the peace of mind, and the choice, value and flexibility of an online travel agent, so we are designing for peace of mind, for hiccup-free holidays to increase NPS and reduce churn.

Major drivers

By significantly upgrading the platform and entering a commercial agreement with Ryanair in FY24, we have improved the booking experience and peace of mind metrics.

We are continually iterating the app, introducing several new app-only features, and improving flight/inresort notifications.

We know that customers who don't need to contact us have higher satisfaction levels, so we are enhancing our self-serve technology and operating a digital-first contact model.

Should customers need our help, they can then contact us through Livechat. We use a chatbot to handle as many simple enquiries as possible. We continue to improve this with careful monitoring of customer satisfaction. Customers can request to chat with an advisor in their chat or request a callback.

Results to date

Our strengthening of peace of mind is paying off, and we believe this will be a leading indicator for higher levels of repeat bookings in the future. Our Net Promoter Score, which is an inherently difficult measure to improve, has increased by 14% to 56.

Net Promoter Score 56: +14% YoY

YoY
Inbounds per customer (21)%
Net Promoter Score (with contact) +31%

4 Scale and automation

Why scale and automation?

Our platform developments have accelerated significantly, with a principle that we design for 10x scale rather than +10%.

Major drivers

We have spent 3 years building AI ready tech. Our API-first microservices architecture is enabling direct integration into ChatGPT, Gemini, and emerging AI platforms. We have developed infrastructure that scales, with a cost that does not scale in the same way.

AI automation across the back-office and company-wide is saving thousands of hours per week and enables us to move at pace towards our strategic ambition.

We have achieved company-wide AI adoption with employees using AI assistants daily for individual productivity gains.

Our move into Ireland means we have developed the technology to handle new languages and currencies in weeks, not months, which will enable further international expansion when we are ready.

Results to date

We have automated and optimised hotel content, whilst also making significant improvements to the speed of onboarding new destinations.

We are using AI to automate significant volumes of supply-related tasks – like contract loading and managing operational changes, at 50x the pace. We are using AI to increase the velocity of engineering tasks, and to assist with using new technologies (e.g. our In-Memory cache (FFS) built with significant AI support). As a result, we are now able to store billions of holiday combinations and present the results in seconds.

Brand and tech enable increased differentiation and loyalty

Our brand combined with our technology enable continued differentiation from our competitors. Our perks (e.g. lounge) provide a unique value proposition and a communicable point of difference, helping strengthen our brand, and broaden our appeal to new customers seeking package holidays in our core beach market or expansion areas. Perks are now embedded in the app, which is used to promote our perks and vice versa, supporting further stickiness.

Our perks, combined with the successful partnership with Paddy McGuiness, have enabled us to effectively maintain high levels of spontaneous brand awareness and consideration. In FY25, alongside a significant reduction in marketing spend as a % of revenue, we achieved our highest ever Top 3 Consideration score at 32%.

Looking ahead to FY26, we are seeking to build on the trading momentum at the start of the year by continuing to execute against the four pillars of our strategy.

We have announced a stretching Medium Term Ambition. Medium term outlook

We announced our highly stretching Medium Term Ambition in December 2024: to achieve a Total Transaction Value of £2.5bn, EBITDA of £100m, and Adjusted Profit Before Tax of £85m by FY29 (the 'Medium Term Ambition' or 'MTA'). These goals represent a near tripling of adjusted PBT from FY24 and remain our central strategic focus through to FY29.

Our strategic pillars – stickiness, choice, peace of mind and scale and automation – are integral to achieving OTB's MTA. We are annually targeting five KPIs to deliver the MTA: new customers, repeat customers, in year purchase frequency, customers departing from the Republic of Ireland, and Group EBITDA margin. We are measuring the success of our strategy by our progress against these KPIs.

Shaun Morton Chief Executive Officer 1 December 2025

Chief Financial Officer report

The Group's financial performance for the year ended 30 September 2025 ('FY25') is reported in accordance with UK adopted international accounting standards and applicable law.

Following the discontinuation of activities in relation to B2B (Classic Collection) during the year, the Group now operates with a single segment with all revenue accounted for on a booked rather than travelled basis as it is not the primary party responsible for providing the components that make up the customers' bookings. Prior periods have been restated accordingly.

Financial performance

2025 2024
Adjusted GAAP Adjusted1 GAAP
£m £m £m £m
TTV 1,249.0 1,124.2
Revenue 121.4 121.4 114.6 119.2
ECL (2.5) (2.5) (1.7) (1.7)
Gross profit 118.9 118.9 112.9 117.5
Online marketing costs (28.4) (28.4) (30.2) (30.2)
Offline marketing costs (12.1) (12.1) (12.2) (12.2)
Gross profit after marketing costs 78.4 78.4 70.5 75.1
Overheads (38.1) (38.1) (34.2) (34.2)
Depreciation and amortisation (10.3) (10.3) (12.2) (12.2)
Exceptional operating costs (1.3) (4.2)
Share-based payments (3.6) (2.2)
Amortisation of acquired intangibles (2.2) (2.2)
Operating profit 30.0 22.9 24.1 20.1
EBITDA 40.3 35.4 36.3 34.5

1. Adjusted measures are non-GAAP measures, a full explanation of the adjustments is included in the glossary. The prior period is restated for the effects of discontinued operations.

Revenue

Booked TTV has increased by £124.8m (11%) to £1.25bn (FY24: £1.12bn), as a result of volume growth of 9% and ABV growth of 2%. Growth has been across 3*, 4* and 5* bookings, with a 20% increase in 5* TTV as the brand continues to resonate across a more diverse customer base.

The major contributor to TTV growth remains Beach holidays, with 2% growth coming from each of Ireland and City breaks.

Growth in Adjusted Revenue (after adjusting for exceptional recoveries in the prior year) of 6% reflects a lower revenue per booking (FY25: £193; FY24: £199) as a result of the expansion in City breaks, due to a lower ABV, and also incremental price investment reflecting the more challenging trading environment in H2.

Gross profit after marketing costs

Gross profit after marketing costs of £78.4m was up £7.9m (11%) on FY24 (£70.5m), after adjusting for exceptional income relating to Ryanair refunds in the prior year.

Total marketing costs in the year were £40.5m, which is £1.9m lower than the prior year (FY24: £42.4m) despite significant volume growth, demonstrating the improving effectiveness and operational leverage as the business scales.

Online marketing costs were down by £1.8m on the prior year despite Investment into our Irish business as we continue to build scale.

Offline marketing costs of £12.1m were £0.1m below the prior year, inclusive of investment into brand awareness in Ireland.

Overheads

2025 2024
Adjusted
£m
GAAP
£m
Adjusted1
£m
GAAP
£m
Overheads % TTV 3.1% 3.1%
Overheads % revenue 31% 31% 30% 29%
Total marketing % revenue 33% 33% 37% 36%

1. Adjusted measures are non-GAAP measures, a full explanation of the adjustments is included in the glossary. The prior period is restated for the effects of discontinued operations.

Total overheads in the year amounted to £38.1m, an increase of £3.9m on FY24. £1.1m of the increase relates to variable costs which have increased below the rate of volume growth. Incremental fixed costs relate to continued investment into Technology & Product talent, alongside additional cloud computing costs relating to the increased inventory being made available to customers. Overall costs remained consistent as a % of TTV.

Depreciation and amortisation

Depreciation and amortisation charges in the year have reduced to £10.3m from £12.2m in FY24. During the year the Audit Committee considered a proposal from management to reconsider the useful economic life policy that was being applied to capitalised development costs. This had historically been three years, but this is now felt to be too short a period given the investment that has been made in recent years into transformational platform development that will support the delivery of the mediumterm targets over the next five years and beyond.

The useful economic life has been changed to five years to more appropriately reflect the nature of the spend. This has been considered by our auditors alongside external benchmarking data and agreed as an appropriate treatment. The change has been applied prospectively from 1 October 2024 and decreased amortisation expense by £2.5m for the year ended 30 September 2025.

Amortisation of acquired intangibles in the year of £2.2m (2024: £2.2m) has been included as an adjusting item as per previous years with no changes made to the useful economic life.

Net interest income

Net finance income in the year has reduced to £5.0m (2024 restated: £5.1m) due to the impact of lower base rates on the trust balance and the incremental costs of being further drawn on the RCF in the year due to continued growth and shareholder returns.

Taxation

The Group tax charge of £3.3m represents an effective rate of 28% (FY24: 24%) based on total Group profit on ordinary activities.

Exceptional items

Group exceptional items on a net basis are £1.3m in the year. Costs related to legal and professional fees of £0.3m, fees for commission and stamp duty arising on the repurchase of shares of £0.3m and restructuring costs of £0.7m.

Exceptional items in the prior year (restated) amounted to £0.4m, being exceptional income of £4.6m following the settlement of refunds litigation with Ryanair, offset by exceptional costs of £4.2m, relating to legal and professional fees £3.9m and restructuring costs £0.3m.

Share-based payments

The Group has a number of Long-Term Incentive Plan ('LTIP') schemes in place which vest subject to continued employment and performance criteria. In accordance with IFRS 2, the Group has recognised a non-cash charge of £3.6m (FY24 restated: £2.2m).

The share-based payment charge represents a non-cash charge for the expected cost of shares vesting under the Group's LTIP. The increase in the year is a result of an increase in the number of awards in the year as well as reflecting the increase in the share price in the period. Given the volatility and size of these charges they are added back to provide comparability to prior periods.

Financing

In September 2025, the Group refinanced its credit facilities, extending the RCF to £120m, with a £30m accordion. The initial term of the new facility is four years, with a one-year extension option. We were pleased to see significant support for the refinancing from both our existing lenders, Lloyds Bank and NatWest, and from a number of new lenders. We were delighted to add HSBC to our lending syndicate following a competitive process, which showed the confidence in the Medium Term Ambition of the Group and which enabled us to deliver improved pricing versus the previous facility.

The increased facility will be utilised in line with our capital allocation policy, focusing initially on the delivery of our organic growth plans.

Drawn at
30 September
Existing facilities £ Issued Expiry 2025
RCF – Lloyds Bank £40.0m Sep 2025 Sep 2029 Nil
RCF – NatWest £40.0m Sep 2025 Sep 2029 Nil
RCF – HSBC £40.0m Sep 2025 Sep 2029 Nil
Total facilities £120.0m

Cash flow

FY25
£m
FY24
£m
Profit before tax from continuing operations 27.9 26.5
Loss before tax from discontinued operations (16.0) (7.2)
Depreciation and amortisation 13.1 15.1
Net finance income (5.1) (5.3)
Share-based payments 3.8 2.3
Net (profit)/loss on disposal of property, plant and equipment (0.6) 0.6
Net loss on disposal of intangible assets 0.1 0.2
Loss on goodwill for discontinued operations 8.4 4.6
Movement in working capital 7.9 (4.3)
Corporation tax (4.1) (3.9)
Cash generated from operating activities 35.4 28.6
Capitalised development expenditure (10.4) (10.2)
Purchase of intangible assets (0.1)
Proceeds from disposal of assets 2.6
Net finance income 5.1 5.4
Payment of lease liabilities (1.4) (1.8)
Dividends paid (4.9) (1.5)
Share buyback (30.9)
Total net cash flows (4.5) 20.4
Opening cash balance 96.2 75.8
Closing cash at bank 91.7 96.2
Closing trust balance 142.9 139.5

The Group's asset light business model continues to deliver strong cash conversion, with cash generation from operating activities increasing to £35.4m in the year (FY24: £28.6m).

The Group remains in a strong financial position with combined cash balances of £234.6m (2024: £235.7m) despite returning £38m to shareholders during the year, with:

  • Group cash, excluding amounts held in trust, of £91.7m (30 September 2024: £96.2m); and
  • Customer prepayments held in a ringfenced trust account of £142.9m (30 September 2024: £139.5m). Growth in the trust account was below the rate of bookings growth due to slower growth in the final quarter of the year and also cash relating to Ireland bookings not being held in trust.

Earnings per share

2025
p per share
2024
p per share
Basic earnings per share 15.6 11.3
Adjusted earnings per share 19.0 13.1
Diluted earnings per share 15.1 11.1
Adjusted diluted earnings per share 18.3 12.9

Profitable growth in the year, coupled with continued shareholder returns through share buybacks, have resulted in a 45% increase in basic adjusted EPS in the year in respect of continuing operations. This growth is ahead of the CAGR required to achieve the Medium Term Ambition of 38.7p by FY29.

Discontinued operations

During the year the Board made the decision to commence an orderly wind down of our B2B operations, Classic Collection. As a result of these changes the results of Classic Collection are presented as discontinued operations.

We have recognised a loss on discontinued operations of £16.0m. This includes the impairment of £8.4m of goodwill and intangibles previously attributed to the Classic Collection segment, as well as redundancy costs, onerous contract provisions and the loss for the period.

Capital allocation

In line with our stated capital allocation policy, the Board has continued to invest in organic growth whilst maintaining capital discipline. During FY25 £38m has been returned to shareholders following the reintroduction of the dividend in FY24 and share buyback activity across two programmes.

The £25m share buyback announced in December 2024 completed in March 2025, with 10,517,173 shares being repurchased and subsequently cancelled, providing a positive enhancement to EPS. The Board announced as part of its pre-close update in September 2025 the commencement of a further £25m share buyback. This completed on 18 November 2025 with a further 11,569,166 shares being repurchased and subsequently cancelled.

Dividend

The Board is recommending a final dividend of 3.0p per share (2024: 2.1p per share). An interim dividend of 1.0p per share was paid in June 2025. The Board is comfortable that the Company has sufficient distributable reserves to recommend the dividend. Subject to approval at the 2026 AGM on 12 March 2026, the final dividend will be paid on 19 March 2026 to shareholder on the register of members at the close of business on 6 February 2026.

Current trading and outlook

We have seen a positive start to FY26, with YTD booking volumes up 14% and TTV up 16% as at 30 November 2025. Winter '25/26 forward bookings are currently tracking +15% YOY and Summer 26 momentum is building; YTD forward bookings for Summer 26 +8% YOY.

The Board is confident in delivering FY26 Adjusted PBT in the range of £39-43m and the Group remains on track with its Medium Term Ambition; TTV of £2.5bn, EBITDA of £100m, Adjusted PBT of £85m and EPS of 38.7p.

Medium-term guidance

As set out within the Strategic Report, the Board remains confident in the delivery of the Medium Term Ambition. Despite not having yet seen a full year benefit of the growth in our Cities proposition or launch in Ireland we have seen positive growth in both new and repeat customers, alongside an increase in the average order frequency. With a continued focus on operational improvement, which resulted in a 150bps improvement in EBITDA margin % in the year, we remain confident of the non-linear trajectory towards those targets.

Jon Wormald Chief Financial Officer 1 December 2025

Consolidated Income Statement and Statement of Comprehensive Income

Year ended 30 September 2025

Note 2025
£m
Restated**
2024
£m
Revenue 4 121.4 119.2
Expected credit losses 15 (2.5) (1.7)
Gross profit 118.9 117.5
Administrative expenses 6 (96.0) (97.4)
Group operating profit 22.9 20.1
Finance costs 8 (2.6) (2.4)
Finance income 8 7.6 7.5
Net finance income 5.0 5.1
Profit before taxation 27.9 25.2
Taxation 9 (3.3) (6.3)
Profit from continuing operations 24.6 18.9
Loss from discontinued operations 10 (16.0) (5.9)
Profit for the year 8.6 13.0
Other comprehensive income that may be reclassified
to the P&L: Net gain on fair value hedges
0.4 0.4
Total comprehensive income for the year 9.0 13.4
Attributable to equity holders of the parent
Profit from continuing operations 24.6 18.9
Loss from discontinued operations 10 (16.0) (5.9)
Other comprehensive income 0.4 0.4
Total comprehensive income for the year 9.0 13.4
Basic and diluted earnings per share from
continuing operations attributable to the equity
shareholders of the Company:
Basic earnings per share 11 15.6p 11.3p
Diluted earnings per share 11 15.1p 11.1p
Adjusted basic earnings per share * 11 19.0p 13.1p
Adjusted diluted earnings per share * 11 18.3p 12.9p

Basic and diluted earnings per share from total operations attributable to the equity shareholders of the Company:

Basic earnings per share 11 5.5p 7.8p
Diluted earnings per share 11 5.3p 7.7p
Adjusted profit measure *
Adjusted PBT (before amortisation of acquired
intangibles, exceptional items and share-based
payments) *
6 35.0 29.2

* This is a non-GAAP measure, refer to notes listed above.

** The prior period is restated for the effects of discontinued operations (see note 10).

Consolidated Balance Sheet

At 30 September 2025

Note 2025
£m
2024
£m
Assets
Non-current assets
Intangible assets 12 56.7 66.2
Property, plant and equipment 13 2.6 3.6
Deferred tax 20 0.3
Trust account 16 0.5 0.4
Total non-current assets 60.1 70.2
Current assets
Trade and other receivables 15 204.5 188.4
Derivative financial instruments 23 3.4
Trust account 16 142.4 139.1
Cash at bank 91.7 96.2
Total current assets 442.0 423.7
Assets held for sale 10 2.0
Total assets 502.1 495.9
Equity
Share capital 21 1.6 1.7
Share premium 22 89.6 89.6
Retained earnings 22 201.9 220.2
Capital contribution reserve 22 0.6 0.5
Merger reserve 22 (129.5) (129.5)
Treasury shares 22 (7.4)
Total equity 156.8 182.5
Non-current liabilities
Trade and other payables 17 1.0 2.1
Deferred tax 20 0.4
Total non-current liabilities 1.0 2.5
Current liabilities
Corporation tax payable 0.4 0.9
Trade and other payables 17 340.8 304.3
Provisions 17 2.2 0.4
Derivative financial instruments 23 0.9 5.3
Total current liabilities 344.3 310.9
Total liabilities 345.3 313.4
Total equity and liabilities 502.1 495.9

The financial statements were approved by the Board of Directors and authorised for issue.

Jon Wormald

Chief Financial Officer

1 December 2025

On the Beach Group plc. Reg no 09736592

Consolidated Statement of Cash Flows

At 30 September 2025

Note 2025
£m
Restated*
2024
£m
Profit/(loss) before taxation
From continuing operations 27.9 25.2
From discontinued operations 10 (16.0) (5.9)
Adjustments for:
Depreciation 6 1.7 2.1
Amortisation of intangible assets 6 11.4 13.0
Finance costs 8 2.6 2.4
Finance income 8 (7.8) (7.7)
Loss on goodwill for discontinued operations 10 8.4 4.6
Loss on disposal of intangible assets 12 0.1 0.2
Loss on disposal of property, plant and equipment 13 (0.6) 0.6
Share-based payments 24 3.8 2.3
Impact of unrealised foreign exchange differences (0.5) (1.7)
31.0 35.1
Changes in working capital
Increase in trade and other receivables 15 (19.5) (22.3)
Increase in trade and other payables 17 30.8 48.9
Increase in trust account (3.4) (30.9)
7.9 (4.3)
Cash flows from operating activities
Cash used in operating activities 38.9 30.8
Tax paid (4.1) (3.9)
Net cash inflow from operating activities 34.8 26.9
Cash flows from investing activities
Proceeds from disposal of assets 13 2.6
Purchase of intangible assets 12 (0.1)
Development expenditure 12 (10.4) (10.2)
Interest received 8 7.8 7.7
Net cash outflow from investing activities (2.6)
Cash flows from financing activities
Equity dividends paid 27 (4.9) (1.5)
Interest paid on borrowings 8 (2.6) (2.3)
Payment of lease liabilities 18 (1.4) (1.8)
Share buyback 21 (30.9)
Net cash outflow from financing activities (39.8) (5.6)
Impact of unrealised foreign exchange differences 0.5 1.7
Net increase in cash at bank and in hand (5.0) 18.7
Cash at bank and in hand at beginning of year 96.2 75.8
Cash at bank and in hand at end of year 91.7 96.2

* The prior period is restated for the effects of discontinued operations (see note 10).

Consolidated Statement of Changes in Equity

Year ended 30 September 2025

Treasury
shares
Share capital Share
premium
Merger
reserve
Capital
contribution
reserve
Retained
earnings
Total
Balance at 30 September 2023 £m
£m
1.7
£m
89.6
£m
(129.5)
£m
0.5
£m
205.9
£m
168.2
Share-based payments charge including tax 2.4 2.4
Dividends (1.5) (1.5)
Total comprehensive income for the year 13.4 13.4
Balance at 30 September 2024 1.7 89.6 (129.5) 0.5 220.2 182.5
Share-based payments charge including tax 3.2 3.2
Dividends (4.9) (4.9)
Buyback of shares (28.0) (28.0)
Purchase of shares by Employee Benefit Trust (5.0) (5.0)
Cancellation of treasury shares 25.0 (0.1) 0.1 (25.0)
Issue of shares to Employee Benefit Trust 0.6 (0.6)
Total comprehensive income for the year 9.0 9.0
Balance at 30 September 2025 (7.4) 1.6 89.6 (129.5) 0.6 201.9 156.8

Notes to the Consolidated Financial Statements

Year ended 30 September 2025

1 General information

On the Beach Group plc is a public limited company which is listed on the London Stock Exchange and is domiciled and incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office is Aeroworks, 5 Adair Street, Manchester M1 2NQ.

2 Accounting policies

a) Basis of preparation

The consolidated financial statements presented in this document have been prepared in accordance with UK adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006.

The financial information set out herein does not constitute the Company's statutory accounts for the years ended 30 September 2025 or 2024 but is derived from those accounts. The financial information has been prepared using accounting policies consistent with those set out in the annual report and accounts for the year ended 30 September 2025. Statutory accounts for 2024 have been delivered to the Registrar of Companies, and those for 2025 will be delivered in due course. The auditors have reported on those accounts; their report was unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain any statements under Section 498(2) or (3) of the Companies Act 2006.

These financial statements are presented in pounds sterling (£m) because that is the currency of the primary economic environment in which the Group operates.

b) Going concern

The Group covers its daily working capital requirements by means of cash and a Revolving Credit Facility ('RCF'). Previously, a facility was held for £85m that was due to expire in December 2027 following an extension.

For the year ending 30 September 2025, the Group has completed a refinancing with Lloyds, NatWest and HSBC, entering a revised four-year credit facility of £120m with an accordion of £30m, expiring September 2029. At the point of refinancing there was nothing drawn down. The RCF has financial covenants in place which are tested semi-annually.

As at 30 September 2025, Group cash (excluding cash held in trust which is ringfenced and not factored into the going concern assessment) was £91.7m (30 September 2024: £96.2m).

Cash received from customers for bookings that have not yet travelled is held in a ringfenced trust account and is not withdrawn until the customer returns from their holiday unless allowable under trust scheme rules. Cash held in trust at 30 September 2025 was £142.9m (30 September 2024: £139.5m).

The Directors have assessed a going concern period through to 31 March 2027 and have modelled a number of scenarios considering factors such as airline resilience, cost of living, inflation, interest rates and customer behaviour/demand. The Group has performed an assessment of the impact of climate risk, as part of the Directors' assessment of the Group's ability to continue as a going concern. Detail of the Group's assessment of the impact of climate risk is provided within the "Here for the planet" section of this report.

The Directors have modelled a remote possibility scenario to sensitise the base case as a stress test. In this scenario the Directors have assessed the impact to cash and revenue in an environment where bookings are 99% lower than the forecasted reduction for the remaining going concern period; although profitability would be affected, the Group would be able to continue operating.

In addition, the Directors have modelled sensitivity analysis on a reverse stress test that models a substantial increase in bookings, to assess the potential impact on working capital and bank facilities, as well as considering the sensitivity to booking volumes. Although in this scenario headroom would be affected, the Group would be able to continue operating.

Given the assumptions above, the mitigating actions available and within the Group's control, the Directors remain confident that the Group can continue to operate with sufficient resources for the foreseeable future. Therefore, it is considered appropriate to continue to adopt the going concern basis in preparing these financial statements.

c) New standards, amendments and interpretations

A number of new standards and amendments to standards are effective for annual periods beginning after 1 January 2024; the following amended standards have been implemented, however, they have not had a significant impact on the Group's consolidated financial statements:

  • Amendment to IFRS 16 Leases on sale and leaseback
  • Amendment to IAS 7 and IFRS 7 Supplier finance arrangements
  • Interpretations of IFRS 8 Operating Segments Paragraph 23
  • Amendments to IAS 1 Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants

Standards issued but not yet effective

Certain new financial reporting standards, amendments and interpretations have been published that are not mandatory for the 30 September 2025 reporting period, and have not been early adopted by the Group. The Group is currently assessing the impact of the following standards, amendments and interpretations:

  • Amendments to IAS 21 Lack of Exchangeability
  • Amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments and Contracts referencing nature-dependent Electricity
  • Annual Improvements to IFRS Accounting Standards—Volume 11
  • IFRS 18 Presentation and Disclosure in Financial Statements
  • IFRS 19 Subsidiaries without Public Accountability: Disclosures

d) Climate-related matters

The Group considers climate-related matters in estimates and assumptions where appropriate, this includes areas such as:

  • Impairment of non-financial assets: The value-in-use may be impacted by the changes in climate-related regulations or a change in the demand of certain holiday destinations as a result of extreme weather or natural disasters.
  • Deferred tax asset recoverability: The forecasts used in assessing whether the Group has sufficient future taxable income could be impacted by climate-related regulation or change in consumer demand for travelling abroad.
  • Going concern: When forecasting future expected cashflows, the primary climate-related risk is extreme heat/weather due to wildfires, flooding or other extreme weather events in holiday destinations. While other risks have not materialised in the short term, we will continue to monitor them closely.

The Group's business model allows for flexibility, through being asset-light; this means the Group can respond quickly to changes in customer demand for certain locations. The Group is closely monitoring changes and developments in both climate-related legislation and extreme weather events.

e) Discontinued operations

Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the statement of profit or loss. Additional disclosures are provided in note 10. All other notes to the financial statements include amounts for continuing operations, unless indicated otherwise.

f) Basis of consolidation

The Group's consolidated financial statements consolidate the financial statements of On the Beach Group plc and all of its subsidiary undertakings.

i. Subsidiaries are entities controlled by the Company

Control exists when the Company has power over the investee, the Company is exposed, or has rights to variable returns from its involvement with the subsidiary and the Company has the ability to use its power of the investee to affect the amount of the investor's returns.

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ii. Transactions eliminated on consolidation

Intragroup balances, and any gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial information. Gains arising from transactions with jointly controlled entities are eliminated to the extent of the Group's interest in the entity. Losses are eliminated in the same way as gains, but only to the extent that there is no evidence of impairment.

g) Goodwill

Goodwill arising on the acquisition of subsidiary undertakings and trading assets represents the excess of the cost of acquisition over the fair value of the identifiable assets and liabilities at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently remeasured at cost less any accumulated impairment losses. Goodwill which is recognised as an asset is reviewed for impairment at least annually. Any impairment is recognised immediately in the income statement and is not subsequently reversed. On disposal of a subsidiary the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the combination. If the recoverable amount is less than the carrying amount of the unit, the impairment loss is allocated to first reduce the amount of goodwill allocated to the unit and then the other assets in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

Impairment losses recognised for other assets is reversed only if the reasons for the impairment have ceased to apply.

h) Foreign currency

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date.

Foreign exchange differences arising on translation are recognised in the income statement.

i) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

i. Financial assets

Financial assets are classified, at initial recognition, and subsequently measured at amortised cost, fair value through other comprehensive income ('OCI'), and fair value through profit or loss. In order for a financial asset to be classified and measured at amortised cost, the financial asset is under a "hold to collect" business model and it needs to give rise to cash flows that are "solely payments of principal and interest" ('SPPI') on the principal amount outstanding. The Group considers a financial asset in default when contractual payments are 90 days past due.

Trade and other receivables

Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method, less any impairment losses. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. An expected credit loss is calculated using a provision matrix which is initially based on the Group's historical observed default rates that is calibrated for changes in the forward-looking estimates.

Cash at bank

Cash at bank comprises cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash at bank.

Trust account

All ATOL protected customer monies are held in a trust account until after the provision of the holiday service. The trust account is governed by a deed between the Group, the Civil Aviation Authority Air Travel Trustees and independent trustees (Travel Trust Services Limited), which determines the inflows and outflows from the account.

All ATOL protected customer receipts are paid into the trust account in full before the holiday departure date. These payments are held in the trust account until the service is provided-for flights on payment to the supplier and for hotels and ancillaries on the customer's return from holiday. The Group therefore does not use customer prepayments to fund its business operations. Due to the restrictions on accessing the funds in the trust account, customer monies held in the trust account are presented separately to cash at bank.

ii. Financial liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

Trade and other payables

Trade and other payables are recognised initially at fair value and net of directly attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the Effective Interest Rate ('EIR') amortisation process.

Revolving credit facility ('RCF')

Borrowings from the RCF are recognised initially at fair. After initial recognition, the RCF is subsequently measured at amortised cost using the EIR method. The Group refinanced the RCF in the year. Please see Note 19 for further details.

iii. Derivative financial instruments, including hedge accounting

The Group enters into forward foreign exchange contracts to manage exposure to foreign exchange rate risk of trade payables.

Additionally, the Group acquires interest rate swaps in order to hedge the interest rate risk associated with the interest received on the trust account. The movement associated with this is recognised within finance income in the income statement.

Further details of these derivative financial instruments are disclosed in note 23 of these financial statements. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value.

Fair value hedges

All derivative financial instruments are assessed against the hedge accounting criteria set out in IFRS 9. On initial designation of the derivative as a hedging instrument, the Group formally documents the relationship between the hedging instrument and hedged item, and the Group elects to identify the spotelement of forward contracts as the hedging instrument. The documentation also identifies the hedged item, the risk management objectives and strategy in understanding the hedge transaction and the hedged risk, together with the methods that will be used to assess the effectiveness of the hedging relationship.

The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, of whether the hedging instruments are expected to be highly effective in offsetting the changes in the fair value of the respective hedged items attributable to the hedged risk.

Fair value hedges continued

Derivatives are initially recognised at the fair value on the date a derivative contract is entered into and are subsequently remeasured at each reporting date at their fair value. The change in the fair value of the hedging instrument is recognised in the statement of profit or loss as other expense. The change in the fair value of the hedged item attributable to the risk hedged is recorded as part of the carrying value of the hedged item and is also recognised in the statement of profit or loss as other expense. The change in the fair value of the forward element of the forward contracts is recognised in other comprehensive income.

Cash flow hedges

For derivatives that are designated as cash flow hedges and where the hedge accounting criteria are met, the effective portion of changes in the fair value is recognised in other comprehensive income. For the Group this is the interest rate swaps. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss as part of finance costs. Amounts accumulated in equity are recognised in profit or loss when the income or expense on the hedged item is recognised in profit or loss.

j) Segment reporting

IFRS 8 requires operating segments to be reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the management team, including the Chief Executive Officer and Chief Financial Officer. For management purposes, the Group is organised into segments based on the nature of products and services, and information is provided to the management team on these segments for the purposes of resource allocation and segment performance management and monitoring. Please see note 5 for more information on segmental reporting.

On 23 September 2025, the Board made the decision to abandon the Classic Collection Holdings operation and to not attempt to sell the business. See note 10 for details of discontinued operations. Following the decision to abandon the Classic Collection Holdings operation, the management team considers there to be one reportable segment (see note 5 for details on segmental reporting):

(i) "OTB" – activity via UK & Ireland as a B2C provider (www.onthebeach.co.uk, www.sunshine.co.uk and www.onthebeach.ie)

k) Revenue recognition

IFRS 15 Revenue from Contracts with Customers is a principle-based model of recognising revenue from customer contracts. It has a five-step model that requires revenue to be recognised when control over goods and services are transferred to the customer. The standard requires the Group to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The following paragraphs describes the types of contracts, when performance obligations are satisfied, and the timing of revenue recognition. Further details of the disaggregation of revenue are disclosed in note 4 of these financial statements.

As agent:

The Group acts as agent when it is not the primary party responsible for providing the components that make up the customer's booking and it does not control the components before they are transferred to customers. Revenue comprises the fair value of the consideration received or receivable in the form of commission. Service fees/commissions are earned through purchases from customers of travel products such as flight tickets or hotel accommodation from third-party suppliers. Revenue in the form of commission or service fees is recognised when the performance obligation of arranging and facilitating the customer to enter into individual contracts with suppliers is satisfied, usually on delivery of the booking confirmation.

Given the level of cancellations the Group has experienced, the commission is considered to represent variable consideration and the transaction price of commission income determined using the expected value method, such that revenue is recognised only to the extent that it is highly probable that there will not be a significant reversal of revenue recognised in future periods. The sum of the range of probabilities of cancellations in different scenarios based on historical trends and best estimate of future expectations is used to calculate the extent to which the variable consideration is reduced and a corresponding refund liability (presented as a cancellation provision) is recognised in provisions. See note 17 for more information.

Revenue earned from sales through the OTB segment is stated net. Revenue earned from sales through Classic Collection is stated net, with the commission payable to agents recognised in the cost of sales. Following the cessation of operations for Classic Collection on 23 September 2025, all revenue from this segment for the year is recognised within discontinued operations. See note 10 for more details.

l) Override income

The Group has agreements with suppliers which give rise to rebate income. This income relates to segments where revenue is accounted for on an agent basis, therefore the income received from suppliers relates to reduction in cost of sales (corresponding increase in commission received), and as such is considered part of the Group's net revenue. For the year ended 30 September 2025 override income was £12.4m (FY24: £8.5m). The Group has some agreements whereby receipt of the income is conditional on the Group achieving agreed volume targets.

For agreements not linked to volume targets, override income is recognised when earned by the Group, which occurs when all obligations conditional for earning income have been discharged, and the income can be measured reliably based on the terms of the contract, which is usually once the booking has been confirmed with the supplier.

For agreements where volume targets are in place, income is recognised once the target has been achieved. For volume targets which span the year end, the Group is required to make estimates in determining the amount and timing of recognition of override. In determining the amount of volumerelated allowances recognised in any period, management estimate the probability that the Group will meet contractual target volumes, based on current and forecast performance.

Amounts due but not yet recovered relating to override income are recognised within trade and other receivables.

m) Business combinations

All business combinations are accounted for by applying the acquisition method. Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group.

For acquisitions, the Group measures goodwill at the acquisition date as:

  • the fair value of the consideration transferred; plus
  • the recognised amount of any non-controlling interests in the acquiree; plus
  • the fair value of the existing equity interest in the acquiree; less
  • the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

Costs related to the acquisition, other than those associated with the issue of debt or equity securities, are expensed as incurred. Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not re-measured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in the income statement.

n) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives are as follows:

Fixtures, fittings and equipment 3–10 years

Depreciation methods, useful lives and residual values are reviewed at each balance sheet date. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in administrative expenses.

o) Intangible assets

i. Research and development

Expenditure on research activities is recognised in the income statement as an expense as incurred. Expenditure on development activities directly attributable to the design and testing of identifiable and unique software products are capitalised if the product or process meet the following criteria:

  • The completion of the development is technically and commercially feasible to complete;
  • Adequate technical resources are sufficiently available to complete development;
  • It can be demonstrated that future economic benefits are probable; and
  • The expenditure attributable to the development can be measured reliably.

Development activities involve a plan or design for the production of new or substantially improved products or processes. Directly attributable costs that are capitalised as part of the software product, website or system include employee costs. Other development expenditures that do not meet these criteria as well as ongoing maintenance are recognised as an expense as incurred.

Development costs for software, websites and systems are carried at cost less accumulated amortisation and are amortised over their useful lives at the point in which they come into use.

During the year, the Group revised the amortisation period of certain web development assets from three to five years, based on updated assessments of their expected period of use. This change has been applied prospectively from 1 October 2024 and decreased amortisation expense by £2.5m for the year ended 30 September 2025. All additions in the year are amortised over a period of five years. Any assets not eligible for this change are still amortised over three years. Amortisation has been recognised within operating expenses.

ii. Software licences and domain names

Acquired intangible assets are capitalised at the cost necessary to bring the asset to its working condition. The Group has applied the guidance published by the IFRS Interpretations Committee ('IFRIC') in respect of cloud computing arrangements. The guidance requires that cloud computing arrangements are reviewed to determine if they are within the scope of IAS 38 Intangible Assets, IFRS 16 Leases, or a service contract. This is to determine if the Group has control of the software intangible asset. Control is assumed if the Group has the right to take possession of the software and run it on its own or a third party's computer infrastructure or if the Group has exclusive rights to use the software whereby the supplier cannot make the software available to other customers.

Costs for software licences and domain names are carried at cost less accumulated amortisation and are amortised over their useful lives at the point in which they come into use.

iii. Brand

Upon acquisition of the Group, the On the Beach brand was identified as a separately identifiable asset. Acquisitions of Sunshine.co.uk and Classic Collection Holidays Limited resulted in the brand of each being identified and recognised separately from goodwill at fair value. Following the cessation of operations for Classic Collection on 23 September 2025, the goodwill arising on the acquisition of Classic Collection Holidays Limited, as well as the brand intangibles, have been written off, and are recognised within discontinued operations. See note 10 for more details.

iv. Amortisation

Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Intangible assets with an indefinite useful life and goodwill are systematically tested for impairment at each balance sheet date. Other intangible assets are amortised from the date they are available for use. The estimated useful lives are as follows:

Website technology: 10 years Website & development costs: 3–5 years Brand: 10–15 years Agent relationships: 15 years Customer relationships: 5 years

v. Customer and agent relationships

Upon the acquisition of Classic Collection Holidays Limited, customer relationships were identified as separately identifiable assets. Classic Collection's revenue is driven by a very high volume of repeat customers due to its bespoke holiday packages and the target market. Repeat customers are from two broad segments – independent travel agents and direct customers and individuals booking directly. There is a defined margin and attrition profile differential between the two customer groups and as such two separate assets were identified. Following the cessation of operations for Classic Collection on 23 September 2025, the intangible assets are considered to be impaired and are recognised within discontinued operations. See note 10 for more details.

p) Impairment of non-financial assets

At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell.

Goodwill is required to be tested for impairment annually, or more frequently where there is an indication that the goodwill may be impaired. The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units, or ('CGUs'). Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment is tested reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit").

An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.

q) Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

i) Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The recognised right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:

Buildings 10 years IT equipment 3–5 years

The right-of-use assets are also subject to impairment. The Group's right-of-use assets are included as a separate category in property, plant and equipment.

ii) Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date where the interest rate implicit in the lease is not readily determinable.

After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. The Group's lease liabilities are included in trade and other payables.

r) Employee benefits

i. Pension scheme

The Group operates a defined contribution pension scheme. A defined contribution scheme is a postemployment benefit plan under which the Company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement in the years during which services are rendered by employees.

ii. Share-based payment transactions

Employees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).

Equity-settled transactions

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model, further details of which are given in note 24.

That cost is recognised in employee benefits expense (note 7a), together with a corresponding increase in equity (other capital reserves), over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equitysettled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest because service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share (further details are given in note 11).

s) Financing income and expenses

Financing expenses comprises interest payable and interest on lease liabilities recognised in profit or loss using the effective interest method, unwinding of the discount on provisions, and net foreign exchange losses that are recognised in the income statement (see foreign currency accounting policy). Additionally, the unwinding of the prepaid facility fee related to the RCF is included within finance expenses. Financing income comprises interest receivable on funds invested. Finance income is shown net of movements in the interest rate swaps and collars held.

Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. Foreign currency gains and losses are reported on a net basis.

t) Exceptional items

Exceptional items are material items of income and expense which, because of the nature and expected infrequency of events giving rise to them, merit separate presentation to allow shareholders to understand better the elements of financial performance in the year, so as to facilitate comparison with prior years and to assess better trends in financial performance.

u) Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.

v) Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.

w) Share premium and other reserves

The amount subscribed for the ordinary shares in excess of the nominal value of these new shares is recorded in "share premium". The amount subscribed for the preference shares in excess of the nominal value of these new preference shares is recorded in "other reserves".

Costs that directly relate to the issue of ordinary shares are deducted from share premium net of corporation tax.

The merger reserve represents the amount subscribed for the ordinary shares in excess of the nominal value of the shares issued in exchange for the acquisition of subsidiaries.

Treasury shares relate to the repurchase of shares. Where the Company purchases its own equity share capital, the consideration paid is deducted from total shareholders' equity and classified as treasury shares until they are cancelled or reissued. No gain or loss is recognised in the income statement on the purchase, sale, issue or cancellation of treasury shares.

Where shares are cancelled following the repurchase of shares, the value of the Group's issued share capital that is diminished must be transferred to the capital redemption reserve.

x) Earnings per share

The Group presents basic and diluted earnings per share ('EPS') data for its ordinary shares. Basic EPS is calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. For diluted EPS, the weighted average number of ordinary shares is adjusted to assume conversion of all dilutive potential ordinary shares.

y) Capital management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

z) Provisions

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation.

The Group recognises a refund liability (presented as a cancellation provision) for the commission that is considered to represent variable consideration due to the risk that a booking may be cancelled (see note 2k).

aa) Non-statutory measures

One of the Group's KPIs is adjusted profit before tax. When reviewing profitability, the Directors use an adjusted profit before taxation ('PBT') in order to give a meaningful year-on-year comparison. Whilst we recognise that the measure is an alternative (non-Generally Accepted Accounting Principles ('non-GAAP')) performance measure which is also not defined within IFRS, this measure is important and should be considered alongside the IFRS measures.

Adjusted PBT is calculated by adjusting for material items of income and expenditure which, because of the nature and expected infrequency of events giving rise to them, merit separate presentation to allow shareholders a better understanding of the financial performance in the period. These adjustments include amortisation of acquired intangibles and exceptional items. In addition, share-based payments charge is excluded in order to provide comparability to prior periods due to fluctuations in the charge.

ab) Employee Benefit Trust

The Employee Benefit Trust (EBT) is treated as an extension of the group. Where the EBT purchases the company's equity share capital these are treated as treasury shares with the consideration paid deducted from equity attributable to the company's equity holders until the shares are cancelled or reissued.

3 Critical accounting estimates and judgements

The Group's accounting policies have been set by management. The application of these accounting policies to specific scenarios requires reasonable estimates and assumptions to be made concerning the future. These are continually evaluated based on historical experience and expectations of future events. The resulting accounting estimates will, by definition, seldom equal the related actual results. Under IFRS, estimates or judgements are considered critical where they involve a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities from period to period. This may be because the estimate or judgement involves matters which are highly uncertain or because different estimation methods or assumptions could reasonably have been used.

Critical accounting judgements

Revenue from contracts with customers

The Group applied the following key judgements on the agent vs principal status of each segment as well as the number of performance objections in each.

Agent vs Principal

Determining whether an entity is acting as a principal or as an agent requires judgement and has a significant effect on the timing and amount (gross or net basis) of revenue by the Group. As an agent, revenue is recognised at the point of booking on a net basis. As a principal, revenue is recognised on a gross basis over the duration of the holiday.

In accordance with IFRS 15, revenue for the OTB and Classic Collection segments is recognised as an agent on the basis that the performance obligation is to arrange for another entity to provide the goods or services. This assessment has given consideration that there is no inventory risk and limited discretion in establishing prices.

Performance obligations

Revenue in the OTB and Classic Collection segments is recognised based on there being a single performance obligation at the point of booking. This is to arrange and facilitate the customer entering into individual contracts with principal suppliers providing holiday-related services including flights, hotels and transfers. For the OTB and Classic Collection segments, there is not a significant integration service and responsibility for providing the services remains with the principal suppliers.

Following the cessation of operations for Classic Collection on 23 September 2025, all revenue from this segment for the year is recognised within discontinued operations. See note 10 for more details.

Capitalised website development costs

Determining the amounts to be capitalised involves judgement and is dependent upon the nature of the related development; namely whether it is capital (as relating to the enhancement of the website) or expenditure (as relating to the ongoing maintenance of the website) in nature. In order to capitalise a project, the key judgement management have made is in determining the project's ability to produce

future economic benefits. Management have assessed each project to determine whether the project is technically feasible, intended to be completed and used, whether there is available resources to complete it and whether there is probable economic benefits from each project. In the year ending 30 September 2025, the proportion of development costs that have been capitalised has reduced from the prior year as the development team have increased their time on planning and collaboration, to achieve key strategic projects, that are built with longevity in mind. Management have reassessed the useful life of capitalised web development assets based on the experience of assets' ongoing utility, extending the amortisation period from three to five years for all capitalised web development costs in FY25, as well as select projects from prior years that will be utilised over the Group's Medium Term Ambition. This change in estimate has resulted in a decrease in amortisation expense of £2.5m.

Discontinued operations

On 23 September 2025, the Board made the decision to abandon the Classic Collection Holdings operation and to not attempt to sell the business. Management determined that on abandonment of Classic Collection Holdings on 23 September 2025, the operation should be presented as a discontinued operation following the closure of the Classic Collection website. By presenting Classic Collection Holdings as a discontinued operation, Management believes that the presentation of the Income Statement is more aligned to the ongoing and anticipated recurring cash flows and revenue recognised by the business in the restructured operating model.

The following factors were considered to classify the operation as discontinued:

  • Key dates of decisions and actions taken in relation to abandoning the operation including the redundancy of staff.
  • The distinction between the OTB and Classic CGUs in terms of operating teams and expected cash flows.

As noted above, Classic Collection Holidays has been classified as discontinued operations, therefore as there is no future expected cash flows, the goodwill and intangibles of £8.4m has been written off.

Critical accounting estimates Expected Credit Losses ('ECL')

The Group's estimation of credit risk relating to customer repayments of debt is inherently uncertain and subject to a degree of judgement. Further information on the Group's credit risk management practices and risk exposures are outlined in the risk management section of the Group's Annual Report and Accounts for the year ended 30 September 2025.

The ECL provision is calculated using one year's historical default rates which is compared with forecasted revenue projections to calculate an expected liability. One year is considered to be a suitable period to use for estimation as this more accurately reflects current events when compared to the period prior. These results are adjusted for the expected effect of cost of living, as well as inflation. The calculation is updated at each reporting date. The origination, measurement and release of material judgemental adjustments are subject to further analysis and challenge through the Group's accounting judgement review process before ultimately being presented to the Group's Audit Committee. The assumptions are discussed in note 23. A 1% increase in non-payment would increase the expected credit loss allowance by £0.2m.

Estimation uncertainty arises on the forecasted bookings, effects of the cost of living and inflation adjustments. These estimations are subject to challenge by the Board of Directors, as well as the Audit Committee to ensure that they most accurately reflect the available information.

4 Revenue

In line with IFRS 15, the Group is required to disaggregate its revenue to show the main drivers of its revenue streams. Revenue is accounted for at the point the Group has satisfied its performance obligations. Details of the revenue performance obligations are set out in note 2k of these financial statements.

For the year ended 30 September 2025
OTB Total
£m £m
Total revenue 121.4 121.4
Restated for the year ended 30 September 2024*
-- ------------------------------------------------ --
OTB Total
£m £m
Revenue before exceptional items
Total revenue before exceptional items
114.6 114.6
Exceptional recoveries** 4.6 4.6
Total revenue 119.2 119.2

* Revenue for the year ended 30 September 2024 has been restated to exclude the results of discontinued operations included in that period (note 10).

Details of receivables arising from contracts with customers are set out in note 15.

On 23 September 2025, the Board made the decision to abandon the Classic Collection Holdings operation and to not attempt to sell the business. See note 10 for details of discontinued operations.

5 a) Segmental report

As explained in note 2j, the management team considers the reportable segment to be ''OTB''. All segment revenue, operating profit assets and liabilities are attributable to the Group from its principal activities. The "Classic Collection" segment has been abandoned in the year, and going forward there is only one reportable segment. Please see note 10 for further details.

OTB recognises revenue as an agent on a net basis.

The Group's Chief Operating Decision Maker ('CODM') is its Executive Board and it monitors the performance of these operating segments as well as deciding on the allocation of resources to them based on divisional level financial reports. Segmental performance is monitored using adjusted segment operating results.

On 23 September 2025, the Board made the decision to abandon the Classic Collection Holdings operation and to not attempt to sell the business. See note 10 for details of discontinued operations.

2025
Total
Restated
2024*
Total
£m £m
Revenue
Revenue 121.4 119.2
Exceptional recoveries** (4.6)
Fair value FX losses
Adjusted Revenue 121.4 114.6
Cost of sales
Expected credit losses (2.5) (1.7)
Adjusted gross profit 118.9 112.9
Marketing (38.4) (40.0)
Staff costs (excluding share-based payments) (21.7) (20.9)
Other administrative expenses (18.5) (15.7)
Adjusted EBITDA 40.3 36.3
Share-based charge (3.6) (2.2)
Exceptional items (1.3) 0.4
EBITDA 35.4 34.5
Depreciation and amortisation (12.5) (14.4)
Group operating profit 22.9 20.1

** Exceptional recoveries relate to refunds from airlines for cancelled flights during COVID-19. Previously, exceptional cancellations related to these flights were provided for, which have now been released.

Finance costs (2.6) (2.4)
Finance income 7.6 7.5
Profit before taxation 27.9 25.2
Non-current assets
Goodwill 31.6 31.6
Other intangible assets 25.1 25.5
Property, plant and equipment 2.6 3.6

* The results for the year ended 30 September 2024 have been restated to exclude the results of discontinued operations included in that period (note 10).

5 b) Geographic information

The Group operates primarily in two geographic locations. The following table presents revenues from external customers and non-current assets by geographic location:

Revenues
from external
Non-current
Geographic location customers assets
United Kingdom (country of domicile) 120.3 59.3
Republic of Ireland 1.1
Total 121.4 59.3

6 Operating profit

a) Operating expenses from continuing operations

Expenses by nature including exceptional items, share-based payments and amortisation:

Restated
2025 2024*
£m £m
Marketing 38.4 40.0
Depreciation 1.7 2.0
Staff costs (including share-based payments) 25.3 23.2
IT hosting, licences and support 6.9 5.8
Office expenses 0.7 0.6
Credit/debit card charges 6.4 4.8
Insurance 2.3 1.9
Professional services 0.7 0.9
Other 1.3 1.6
Administrative expenses before exceptional items and
amortisation of intangible assets
83.7 80.8
Exceptional items 1.3 4.2
Amortisation of intangible assets 11.0 12.4
Exceptional items and amortisation of intangible assets 12.3 16.6
Administrative expenses 96.0 97.4

* The prior period is restated for the effects of discontinued operations (see note 10).

Other expenses in the year ended 30 September 2025 include £0.6m of bonding fees, £0.4m recruitment fees and £0.3m of staff travel expenses. Other expenses in the year ended 30 September

** Exceptional recoveries relate to refunds from airlines for cancelled flights during COVID-19. Previously, exceptional cancellations related to these flights were provided for, which have now been released.

2024 include £0.4m of bonding fees, £0.2m recruitment fees, £0.2m of staff training and £0.4m of staff travel expenses.

b) Exceptional items

Exceptional items in the year ended 30 September 2025 of £1.3m represents £0.3m of non-trade legal and professional fees relating to litigation, £0.7m of restructuring costs and £0.3m of fees for commission and stamp duty arising on the repurchase of shares, which derive from events or transactions that fall outside of the normal activities of the Group.

Exceptional items in the year ended 30 September 2024 of £4.2m represents £3.9m of non-trade legal and professional fees relating to litigation and £0.3m of restructuring costs which derive from events or transactions that fall outside of the normal activities of the Group.

c) Services provided by the Company auditor

During the year, the Group obtained the following services from the operating Company's auditor.

2025
£m
2024
£m
Audit of the Parent Company financial statements 0.1 0.1
Amounts receivable by the Company's auditor and its associated
in respect of:
– Audit of financial statements of subsidiaries pursuant to
legislation
0.4 0.4
0.5 0.5

d) Adjusted profit before tax

Management measures the overall performance of the Group by reference to adjusted profit before tax, a non-GAAP measure as it gives a meaningful year-on-year comparison of the Group's performance:

Restated
2025
£m
2024*
£m
Profit before taxation 27.9 25.2
Exceptional items 1.3 (0.4)
Amortisation of acquired intangibles** 2.2 2.2
Share-based payments charge*** 3.6 2.2
Adjusted profit before tax 35.0 29.2

* The prior period is restated for the effects of discontinued operations (see note 10).

7 Employees and Directors

a) Payroll costs

The aggregate payroll costs of these persons were as follows:

Restated
2024*
£m
2025
£m
Wages and salaries 26.2 26.
Defined contribution pension cost 1.1 0.8

** These charges relate to amortisation of brand, website technology and customer relationships recognised on the acquisition of subsidiaries and are added back as they are inherently linked to historical acquisitions of businesses.

*** The share-based payment charge represents the expected cost of shares vesting under the Group's Long Term Incentive Plan. The share-based payment charge has increased to £3.6m (2024 restated: £2.2m). The increase in the NI rate (from 13.8% to 15% in April 2025) has made these charges significantly more material than in the prior period, warranting separate exceptional treatment. The year ending 30 September 2024 included a catch-up charge following the introduction of an underpin/minimum award. These charges are added back to provide comparability to prior periods due to fluctuations in the charges.

Social security costs 3.4 2.8
Share-based payment charge 2.8 2.2
33.5 31.8

* The results for the year ended 30 September 2024 have been restated to exclude the results of discontinued operations included in that period (note 10). Classic Collection's aggregate payroll costs were £1.2m (2024: £0.4m) for the year ended 30 September 2025.

Staff costs above include £9.0m (2024: £8.8m) employee costs capitalised as part of software development.

The share-based payment charge has increased to £2.8m (2024: £2.3m) as a result of an increase in the number of options awarded.

b) Employee numbers

Average monthly number of people (including Executive Directors) employed:

Restated
2025 2024*
No. No.
UK 507 526
Total number of employees 507 526

* The results for the year ended 30 September 2024 have been restated to exclude the results of discontinued operations included in that period (note 10). Classic Collection employed an average number of 44 (2024: 57) people in the year ended 30 September 2025.

c) Directors' emoluments

The remuneration of Directors was as follows:

2025 2024
£m £m
Aggregate emoluments 1.8 1.5
Defined contribution pension 0.1 0.1
Share-based payment charges 0.9 0.9
Total Director remuneration 2.8 2.5

Remuneration was paid by On the Beach Limited, a subsidiary company of the Group. The remuneration of the highest paid Director was as follows:

2025 2024
£m £m
Aggregate emoluments 0.7 0.6
Share-based payment charges 0.3 0.3
Total remuneration 1.0 0.9

d) Key management compensation

Key management comprised the eight members of the Executive team (2024: ten). Remuneration of all key management (including Directors) was as follows:

2025 2024
£m £m
Wages and salaries 3.3 3.5
Short-term non-monetary benefits 0.1 0.1
Share-based payment charges 1.5 1.9
Total key management remuneration 4.9 5.5

e) Retirement benefits

Included in pension contributions payable by the Group of £1.0m (2024: £0.8m) is £21,079 (2024: £16,200) of contributions that the Group made to a personal pension scheme in relation to one Executive Director.

8 Finance income and finance costs

a) Finance costs

2025 2024
£m £m
Revolving credit facility interest/fees 2.5 2.3
Interest on lease liabilities 0.1 0.1
Finance costs 2.6 2.4

b) Finance income

Restated
2025 2024*
£m £m
Bank interest receivable 7.6 7.6
Loss on interest rate swaps (0.1)
Finance income 7.6 7.5

* The prior period is restated for the effects of discontinued operations (see note 10).

9 Taxation

Restated
2025 2024*
£m £m
Current tax on profit for the year 3.7 3.3
Adjustments in respect of prior years (0.1)
Total current tax 3.7 3.2
Deferred tax on profits for the year
Origination and reversal of temporary differences (0.2) 3.3
Adjustments in respect of prior years (0.2) (0.2)
Total deferred tax (0.4) 3.1
Total tax charge 3.3 6.3

* The prior period is restated for the effects of discontinued operations (see note 10).

The differences between the total taxation shown above and the amount calculated by applying the standard UK corporation taxation rate to the profit before taxation on continuing operations are as follows.

Restated
2025 2024*
£m £m
Profit on ordinary activities before tax 27.9 25.2
Profit on ordinary activities multiplied by the effective rate of
corporation tax of 25% (2024: 25%)
7.0 6.3
Effects of:
Impact of difference in current and deferred tax rates
Adjustments in respect of prior years (0.2) (0.3)
Expenses not deductible 0.5
Losses (utilised from)/surrendered to discontinued operations (4.0) 0.3
Total taxation charge 3.3 6.2

* The prior period is restated for the effects of discontinued operations (see note 10).

The tax charge for the year is based on the effective rate of corporation tax for the period of 25% (2024: 25%). An increase in the UK corporation rate from 19% to 25% (effective from 1 April 2024) was substantively enacted on 24 May 2021. The deferred tax assets and liabilities at 30 September 2025 have been calculated based on these rates.

10 Loss from discontinued operations Classic Collection

On 23 September 2025, the Board made the decision to abandon the Classic Collection Holdings operation and to not attempt to sell the business. Management determined that on abandonment of Classic Collection Holdings on 23 September 2025, the operation should be presented as a discontinued operation following the closure of the Classic Collection website. By presenting Classic Collection Holdings as a discontinued operation, Management believes that the presentation of the Income Statement is more aligned to the ongoing and anticipated recurring cash flows and revenue recognised by the business in the restructured operating model.

The following factors were considered to classify the operation as discontinued:

  • Classic Collection Holdings operation represented a separate major line of business and the operation was distinct by offering holiday packages as an agent on a B2B basis.
  • The abandonment was part of a single plan to cease the operations of a separate major line of business.

On 11 March 2024, the Board made the decision to cease the Classic Collection Holidays operation and to not attempt to sell the business. In prior year, Classic Collection Holidays Limited discontinued its website, vacated the property used for operations, and made a number of redundancies, transferring all remaining assets to Classic Package Holidays. Upon transfer, operations were streamlined for Classic Collection Holidays and Classic Package Holidays to operate under a single CGU, "Classic Collection".

Classic
Collection
2025
Classic
Collection
Holidays
2024
Classic
Collection
Holdings
2024
Total
2024
£m £m £m £m
Loss for the year from discontinued
operations
Revenue 6.2 46.6 9.0 55.6
Cost of sales (4.9) (41.4) (4.8) (46.2)
Gross profit 1.3 5.2 4.2 9.4
Administrative expenses (9.7) (7.8) (3.1) (10.9)
Profit on disposal of assets held for sale 0.6
Write off of goodwill and intangibles (8.4) (4.6) (4.6)
Net finance income 0.2 0.2 0.2
(Loss)/profit before tax (16.0) (7.2) 1.3 (5.9)
Tax
(Loss)/profit from discontinued
operations
(16.0) (7.2) 1.3 (5.9)
Earnings per share
Basic EPS (10.2p) (4.3p) 0.8p (3.5p)
Diluted EPS (9.8p) (4.3p) 0.8p (3.5p)
Cash flows from discontinued
operations
Net cash flows from operating activities (7.2) (2.4) 3.4 1.0
Net cash flows from investing activities 2.8 0.2 0.2 0.4
Net cash flows from discontinued
operations
(4.4) (2.2) 3.6 1.4

There was no impact on cash flows from financing activities.

Disposal of discontinued operations

There was a loss on disposal, as the Group disposed of intangible assets with a £0.1m net book value (2024: £nil) and did not receive proceeds for these.

In the prior year, there was a loss on disposal of £0.2m on intangible assets, with no proceeds received for these. Assets relating to discontinued operations held for sale at 30 September 2024 were valued at £2.0m.

In FY25, the asset relating to discontinued operations held for sale was disposed, recognising a gain on sale of £0.6m.

11 Earnings per share

Basic earnings per share are calculated by dividing the profit attributable to equity holders of On the Beach Group plc by the weighted average number of ordinary shares issued during the year.

Diluted earnings per share are calculated by dividing the profit attributable to equity holders of On the Beach Group plc by the weighted average number of Ordinary Shares issued during the period plus the weighted average number of Ordinary Shares that would be issued on the conversion of all dilutive potential ordinary shares into Ordinary Shares.

Adjusted basic earnings per share figures are calculated by dividing adjusted earnings after tax for the year by the weighted average number of shares. Adjusted diluted earnings per share figures are calculated by dividing adjusted earnings after tax for the year by the weighted average number of shares plus the weighted average number of Ordinary Shares that would be issued on the conversion of all dilutive potential ordinary shares into Ordinary Shares.

EPS for continuing operations

Basic weighted
average number of
Ordinary Shares
(m)
Total earnings
£m
Pence per
share
Year ended 30 September 2025
Basic EPS 157.3 24.6 15.6p
Diluted EPS 163.3 24.6 15.1p
Adjusted basic EPS 157.3 29.9 19.0p
Adjusted diluted EPS 163.3 29.9 18.3p
Restated year ended 30 September 2024*
Basic EPS 166.9 18.9 11.3p
Diluted EPS 169.8 18.9 11.1p
Adjusted basic EPS 166.9 21.9 13.1p
Adjusted diluted EPS 169.8 21.9 12.9p

* The prior period is restated for the effects of discontinued operations (see note 10).

EPS for total operations

Basic weighted
average number
of Ordinary
Shares
(m)
Total earnings
£m
Pence per
share
Year ended 30 September 2025
Basic EPS 157.3 8.6 5.5p
Diluted EPS 163.3 8.6 5.3p
Restated year ended 30 September 2024*
Basic EPS 166.9 13.0 7.8p
Diluted EPS 169.8 13.0 7.7p

* The prior period is restated for the effects of discontinued operations (see note 10).

Adjusted earnings after tax is calculated using the Group's effective tax rate as follows:

2025 2024
£m £m
Profit for the year after taxation 24.6 18.9
Adjustments (net of tax at the effective rate)*
Exceptional items 1.0 (0.3)
Amortisation of acquired intangibles 1.6 1.7
Share-based payment charges** 2.7 1.7
Adjusted earnings after tax 29.9 21.9

* The effective tax rate for the year ending 30 September 2025 was 25% (2024: 25%), see note 9 for details.

** The share-based payment charges are in relation to options which are not yet exercisable.

2025
(m)
2024
(m)
Weighted average number of shares for
basic earnings per share
157.3 166.9
Dilution from share options 6.0 2.9
Weighted average number of shares for diluted earnings per
share
163.3 169.8

12 Intangible assets

Website and Website Customer Agent
Brand
£m
Goodwill
£m
development costs
£m
technology
£m
relationships
£m
relationships
£m
Total
£m
Cost
At 1 October 2023 35.9 40.2 42.7 22.8 2.1 4.4 148.1
Additions 10.3 10.3
Disposals (0.4) (0.4)
Impairment (note 10) (4.6) (4.6)
At
30 September 2024
35.9 35.6 52.6 22.8 2.1 4.4 153.4
Additions 10.4 10.4
Disposals (0.8) (0.8)
Write off (note 10) (4.6) (4.0) (2.1) (4.4) (15.1)
At 30 September 2025 31.3 31.6 62.2 22.8 147.9
Accumulated amortisation
At 1 October 2023 22.4 25.5 22.8 2.1 1.6 74.4
Charge for the year 2.5 10.2 0.3 13.0
Disposals (0.2) (0.2)
At 30 September 2024 24.9 35.5 22.8 2.1 1.9 87.2
Charge for the year 2.4 8.7 0.3 11.4
Disposals (0.7) (0.7)
Write off (note 10) (2.4) (2.1) (2.2) (6.7)
At 30 September 2025 24.9 43.5 22.8 91.2
Net book amount
At 30 September 2025 6.4 31.6 18.7 56.7
At
30 September 2024
11.0 35.6 17.1 2.5 66.2

12 Intangible assets continued Brand

The brand intangible assets consist of three brands which were separately identified as intangibles on the acquisition of the respective businesses. The carrying amount of the brand intangible assets is as follows:

Brand Remaining
useful
economic
life
Acquisition At 30
September
2025
£m
At 30
September
2024
£m
On the Beach 3 On the Beach Travel Limited 6.0 7.9
Sunshine.co.uk 3 Sunshine.co.uk Limited 0.4 0.5
Classic Collection 0 Classic Collection Holidays
Limited
2.6
6.4 11.0

* Classic Collection ceased operations on 23 September 2025, and as a result the acquired brand intangibles have been written off. See note 10 for details.

Goodwill

Goodwill acquired in a business combination is allocated on acquisition to the CGUs that are expected to benefit from that business combination. The carrying amount of goodwill has been allocated as follows:

Reportable At 30
September
2025
At 30
September
2024
segment CGU Acquisitions £m £m
OTB OTB On the Beach Travel Limited 21.5 21.5
OTB OTB Sunshine.co.uk Limited 10.1 10.1
N/A Classic
Collection*
Classic Collection Holidays
Limited
4.0
31.6 35.6

* Classic Collection ceased operations on 23 September 2025, and as a result the acquired goodwill was written off. See note 10 for details.

Impairment of goodwill

On the Beach and Sunshine are considered to be one reportable segment, as they are internally reported and managed as one entity. Goodwill acquired through Sunshine.co.uk has been allocated to the "OTB" cash-generating unit. Goodwill acquired through the acquisition of Classic Collection Holidays Limited is now considered to be impaired following the discontinuation of "Classic Collection". Intangible assets acquired through the acquisition of Classic Collection Holidays relating to brand, agent and customer relationships are also considered to be impaired. See note 10 for further details on discontinued operations.

The Group has written off the goodwill and intangibles for the discontinued operations of £8.4m for the year ending 30 September 2025 (2024: £4.6m). The Group believes that the recoverable amount for the CGU has been estimated to be £nil due to the cessation of operations.

"OTB" CGU

The Group performed its annual impairment test as at 30 September 2025 on the "OTB" cashgenerating unit ('CGU'). The recoverable amount of the CGU has been determined based on the value in use calculations using cash flow projections derived from financial budgets and projections covering a five-year period. The forecasts are then extrapolated in perpetuity based on an estimated growth rate of 2% (2024: 2%), this being the Directors' best estimate of the future prospects of the business. This is deemed appropriate because the CGU is considered to be a long-term business. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to this CGU. The discount rate applied is 13.7% (2024: 13.5%).

"Classic Collection" CGU

On 23 September 2025, the Board made the decision to abandon the Classic Collection Holdings operation and to not attempt to sell the business. Management determined that on abandonment of Classic Collection Holdings on 23 September 2025, the operation should be presented as a discontinued operation following the closure of the Classic Collection website. By presenting Classic Collection Holdings as a discontinued operation, Management believes that the presentation of the Income Statement is more aligned to the ongoing and anticipated recurring cash flows and revenue recognised by the business in the restructured operating model.

Administrative expenses are dependent upon the net costs to the business of purchasing services. Expenses are based on the current cost base of the Group adjusted for variable costs.

Key assumptions used in value in use calculations and sensitivity to changes in assumptions The main assumptions on which the forecast cash flows used for OTB were based include:

  • Consumer demand management considered historic performance as well as the size of the market, current market share, competitive pressure, consumer confidence and appetite under the cost of living crisis. The Directors have used their past experience of the business and its industry, together with their expectations of the market.
  • Impact of new marketing and planned improvements on booking conversion whilst the spend on incentives and improvements is within the Group's control, the impact on increasing bookings requires assessment of consumer demand and competitive pressures using industry and market knowledge.

The calculation of value in use for OTB is most sensitive to the following assumptions:

  • Revenue: the level of sales is based on expected customer demand, average booking values and booking conversion, however a material deterioration in consumer confidence can lead to reduced demand for holidays as well as disruption to a CGU's operations from unpredictable domestic and international events which can significantly impact the level of sales. A decrease in bookings of 20% for OTB would not result in an impairment.
  • Discount rates: Discount rates represent the current market assessment of the risks specific to OTB, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Group and its operating segments and is derived from its weighted average cost of capital ('WACC'). A rise in the discount rate to 14.8% for OTB would not result in an impairment, and is considered to be implausible.
  • Growth rates used to extrapolate cash flows beyond the forecast period: the Group operates in a fast-moving marketplace so management recognises that the speed of technological change and the possibility of new entrants can have a significant impact on growth rate assumptions. A reduction in long-term growth rates by 10ppts for OTB would not result in an impairment.

Sensitivity analysis has been completed in isolation and in combination. Management considers that no reasonably possible changes in assumptions would reduce OTB's headroom to nil.

Impact of changes in customer behaviour

The Group does not consider that OTB has been automatically impaired as a result of either the rising cost of living or changes in customer behaviour in respect of climate-related matters, with booking volumes increasing for the year ending 30 September in comparison to the prior year. OTB remains viable long-term trading assets, which the Group expects to continue to generate positive cash flows. Inherent in the impairment test and sensitivity analysis is the impact of customer demand being affected by either of these factors. The Group is satisfied that sufficient headroom exists to support the asset value.

Website and development costs

The Group capitalises development projects where they satisfy the requirements for capitalisation in accordance with IAS 38 and expense projects that relate to ongoing maintenance and support. Capitalised development costs are not treated as a realised loss for the purpose of determining the Company's distributable profits as the costs meet the conditions requiring them to be treated as an asset in accordance with IAS 38.

Additions in the year relate to the development of software and the purchase of domain names. Domain names are amortised over ten years. During the year, the Group revised the amortisation period of certain web development assets from three to five years, based on updated assessments of their expected period of use. This change has been applied prospectively from 1 October 2024 and decreased amortisation expense by £2.5m for the year ended 30 September 2025. All additions in the year are amortised over a period of five years. Any assets not eligible for this change are still amortised over three years. Amortisation has been recognised within operating expenses.

Research and development costs that are not eligible for capitalisation have been recognised in administrative expenses in the period incurred; in 2025 this was £1.6m (2024: £1.0m).

13 Property, plant and equipment

Right-of-use assets
(note 18)
Freehold
property*
£m
Fixtures,
fittings
and
equipment
£m
Head
office
£m
IT
Equipment
£m
Total
£m
Cost
At 1 October 2023 2.3 6.1 4.5 2.5 15.4
Additions
Disposals (0.8) (0.8)
Assets held for sale (2.3) (2.3)
At 1 October 2024 5.3 4.5 2.5 12.3
Lease modifications (note 18) 0.7 0.7
At 30 September 2025 5.3 4.5 3.2 13.0
Accumulated depreciation
At 1 October 2023 0.3 3.7 2.0 1.1 7.1
Charge for the year 0.7 0.5 0.9 2.1
Disposals (0.2) (0.2)
Assets held for sale (0.3) (0.3)
At 1 October 2024 4.2 2.5 2.0 8.7
Charge for the year 0.4 0.5 0.8 1.7
At 30 September 2025 4.6 3.0 2.8 10.4
Net book amount
At 30 September 2025 0.7 1.5 0.4 2.6
At 30 September 2024 1.1 2.0 0.5 3.6

* In the prior year, Classic Collection Holidays Limited discontinued its website, vacated the property used for operations, and made a number of redundancies, transferring all remaining assets to Classic Package Holidays Limited. Included within this was the freehold property owned by CCH, which was sold in the year ended 30 September 2025. The gain has been recognised within discontinued operations (note 10). There is no impairment recognised to date.

The depreciation expense of £1.7m for the year ended 30 September 2025 and the depreciation expense of £2.1m for the year ended 30 September 2024 have been recognised within administrative expenses.

14 Investments

The parent company, On the Beach Group plc, is incorporated in the UK and directly holds a number of subsidiaries. The registered address for each subsidiary is Aeroworks, 5 Adair Street, Manchester. The table below shows details of the wholly owned subsidiaries of the Group.

Subsidiary Proportion of
ordinary
shares held
Nature of business by the Group
On The Beach Limited Internet travel agent 100%
On The Beach Beds Limited In-house bedbank 100%
On the Beach Travel Limited Holding company 100%
On the Beach Trustees Limited Employee trust 100%
Sunshine.co.uk Limited Internet travel agent 100%
Sunshine Abroad Limited Dormant 100%
Classic Collection Holidays Limited** Tour operator 100%
Classic Collection Aviation Limited Transport broker 100%
Saxon House Properties Limited Property management 100%
Classic Collection Holdings Limited* Travel agent 100%

* On 23 September 2025, the Board made the decision to abandon the Classic Collection Holdings operation and to not attempt to sell the business. Management determined that on abandonment of Classic Collection Holdings on 23 September 2025, the operation should be presented as a discontinued operation following the closure of the Classic Collection website.

15 Trade and other receivables

2025 2024
Amounts falling due within one year: £m £m
Trade receivables – net 161.1 162.8
Other receivables and prepayments 41.6 23.1
Other taxes and social security 1.8 2.5
204.5 188.4

For the year ended 30 September 2025, other receivables and prepayments includes £3.2m in respect of amounts due from airlines as a result of cancellations, £18.9m of advanced payments to suppliers, £11.2m of overrides commissions and £4.1m of rebates due from suppliers. The expected credit losses in respect to these balances is not material.

For the year ended 30 September 2024, other receivables and prepayments includes £5.4m in respect of amounts due from airlines as a result of cancellations, £4.0m of advanced payments to suppliers, £6.3m of overrides commissions and £4.5m of rebates due from suppliers. The expected credit losses in respect to these balances is not material.

Expected credit losses for trade receivables

Set out below is the movement in the allowance for expected credit losses of trade receivables:

2025 2024
£m £m
At 1 October 1.2 1.0
Provision for expected credit losses 2.5 1.7
Utilised in year (2.0) (1.5)

** On 30 June 2024 Classic Collection Holidays Limited transferred all trade and assets to Classic Collection Holdings Limited, and operations were discontinued.

At 30 September 1.7 1.2

16 Trust account

Trust accounts are restricted cash held separately and only accessible once the Trust rules are met as approved by our Trustees and the Civil Aviation Authority, this is at the point the customer has travelled or the booking is cancelled and refunded.

For the year ended 30 September 2025, the Trust account is split between current and non-current assets. The split is achieved by recognising the earliest point that the cash can be recognised, as either the point of the customer travelling, or the cash being reclaimable under trust rules. Therefore, the noncurrent assets include cash received relating to bookings not yet travelled/not yet reclaimable, that are due to return from holiday beyond 30 September 2025.

17 Trade, other payables and provisions

2025 2024
£m
Non-current
Lease liabilities (note 18) 1.0 2.1
Current
Trade payables 319.2 281.0
Accruals and other payables 20.8 22.3
Contract liabilities 0.3
Lease liabilities (note 18) 1.2 0.7
Provision 2.2 0.4
344.4 306.8

Accruals and other payables includes £9.6m (2024: £13.2m) for products or services received but not yet invoiced at the year-end date.

Contract balances

The Group acts as principal when it is the primary party responsible for providing the components that make up the customer's booking and it controls the components before transferring to the customer. Revenue represents amounts received or receivable for the sale of package holidays and other services supplied to the customers. Revenue is recognised when the performance obligation of delivering an integrated package holiday is satisfied, usually over the duration of the holiday. Revenue is stated net of discounts, rebates, refunds and value added tax.

A contract liability is recognised if a payment is received from a customer before the Group delivers its performance obligations. Contract liabilities are recognised as revenue when the Group delivers its performance obligations.

All principal revenue relates to bookings made through Classic Collection Holidays Limited, which was discontinued in the prior year (see note 10).

Set below is the amount of revenue recognised from:

2025
£m
2024
£m
Amounts included in contract liabilities at the beginning of the
year
0.3 5.8

Provisions

2025
Provisions Discontinued
operations
£'m
Cancellations
£'m
Cancellations
£'m
At 1 October 0.4 0.4
Arising during the year 1.2 1.0 0.4
Utilised (0.4) (0.3)
Unused amounts reversed (0.1)
At 30 September 1.2 1.0 0.4
Current 1.2 1.0 0.4
Non-current

Cancellations

A provision has been recognised in respect of expected future cancellations for supplier and customer cancellations on the forward order book for future departures. The Group expects this provision to be utilised over the next year. The provision is based on historical trends and best estimates of future expectation. There is inherent uncertainty in terms of the level and timing of future cancellations, which will depend on various factors including potential supplier disruption and customer requested cancellations.

18 Leases

The Group as a lessee

The Group has leases for its head office; the lease term for the building is ten years.

The Group also lease IT equipment, for which the contracts are between three and five years. For the year ending 30 September 2025, the lease on IT equipment was due to expire, and as such the lease has been extended into FY26. Before this expires, a separate lease for IT equipment will begin, in order to make the transition smoother. Please see note 25 for more information.

With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Group classifies its rightof-use assets in a consistent manner to its property, plant and equipment (see note 13).

Amounts recognised in profit or loss

The following lease-related expenses were recognised under IFRS 16 in the profit or loss:

2025 2024
£m £m
Depreciation expense of right-of-use assets 1.3 1.4
Interest expense on lease liabilities 0.1 0.1
Total amount recognised in profit or loss 1.4 1.5

Set out below are the carrying amounts of lease liabilities (including trade and other payables) and the movements during the period:

2025 2024
£m £m

<-- PDF CHUNK SEPARATOR -->

As at 1 October 2.8 4.5
Additions
Accretion of interest 0.1 0.1
Payments (1.4) (1.8)
Modification of lease 0.7
As at 30 September 2.2 2.8
Current (note 17) 1.2 0.7
Non-current (note 17) 1.0 2.1

The Group had total cash outflows for leases of £1.4m in 2025 (£1.8m in 2024). The above table satisfies the requirements of IAS 7.44A to present a net debt reconciliation.

19 Borrowings Bank facility

On 7 December 2022, the Group entered into a new facility for £60m expiring in December 2025, opting to exercise the £25m accordion to bring the total facility to £85m. This was then extended until December 2027.

For the year ending 30 September 2025, the Group has completed a refinancing with Lloyds, NatWest and HSBC, entering a four-year credit facility of £120m with an accordion of £30m, expiring September 2029. The purpose of the facility is to meet the day-to-day working capital requirements of the Group. At the point of refinancing there was nothing drawn down. Upon refinancing, a new facility fee of £0.6m was prepaid, being amortised over the new period. The amortisation is recognised within finance expenses.

The total facility is £120m and has three elements as follows:

  • £40.0m facility with Lloyds
  • £40.0m facility with Natwest
  • £40.0m facility with HSBC

The interest rate payable is equal to SONIA plus a margin. The margin contained within the facility is dependent on net leverage ratio and the rate per annum ranges from 1.4% to 2.4% for the facility or any unpaid sum.

The terms of the facility include the following key financial covenants:

  • (i) that the ratio of adjusted EBITDA to net finance charges in respect of any relevant period shall not be less than 4:1;
  • (ii) that the ratio of total net debt to adjusted EBITDA shall not exceed 3.1.

The Group did not breach the covenants during the period.

The RCF is available for other credit uses including currency hedging liabilities and corporate credit cards. At 30 September 2025, the liabilities recognised in trade and other payables for the other credit uses was £nil (2024: £12m), leaving £120m of the Lloyds/Natwest/HSBC facility available for use. Card facilities with other providers remain available for use. The amount drawn down in cash at 30 September 2025 was £nil (2024: £nil).

20 Deferred tax

Research and
Development
Amortisation
Intangible
assets
£'m
Property,
plant and
equipment
£'m
Share based
payments
£'m
Losses and
unused tax
relief
£'m
Tax assets/
(liabilities)
£'m
2025
Assets 0.2 2.0 2.2
Liabilities (0.3) (1.6) (1.9)
Total (0.3) (1.6) 0.2 2.0 0.3
2024
Assets 0.2 0.8 1.9 2.9
Liabilities (3.3) (3.3)
Total (3.3) 0.2 0.8 1.9 (0.4)
Research and
Development
Amortisation
£'m
Intangible
assets
£'m
Capital
allowances
£'m
Acquired
property
Share based
payments
£'m
Losses and
unused tax
relief
£'m
Total
£'m
30 September 2023 (4.0) 0.1 (0.2) 0.4 6.3 2.6
Recognised in income 0.7 0.1 0.2 0.3 (4.4) (3.1)
Recognised in equity 0.1 0.1
30 September 2024 (3.3) 0.2 0.8 1.9 (0.4)
Recognised in income (0.3) 1.7 0.8 (1.9) 0.3
Recognised in equity 0.4 0.4
30 September 2025 (0.3) (1.6) 0.2 2.0 0.3

The Group does not have carried forward losses (2024: £1.9m).

21 Share capital

2025 2024
£m £m
Allotted, called up and fully paid
155,079,777 ordinary shares @ £0.01 each
(2024: 166,991,435 ordinary shares @ £0.01 each)
1.6 1.7

During the year ended 30 September 2025, the Group repurchased 15,311,161 shares with a nominal value of £0.01, for a total consideration of £33.0m. At year end, £2.1m of this was unpaid, and is included within trade payables. 10,906,616 shares have been cancelled, for a consideration of £25.0m. The nominal value of £0.1m was deducted from share capital and recognised within the Capital Contribution Reserve, with £25.0m being deducted from retained earnings. 4,387,357 treasury shares remain within equity at the period end, for a consideration value of £7.4m.

On 23 September 2025 the Group entered into an agreement to commence a share buyback programme in respect of its ordinary shares of 1p each ("Ordinary Shares") for up to a maximum aggregate consideration of £25 million (excluding any associated costs and stamp duty) from the date of this announcement (the "Share Buyback Programme"). The purchased Ordinary Shares will be cancelled. Although described as non-discretionary and irrevocable, no liability has been recognised for the shares bought back following the end of the financial year.

22 Reserves

The analysis of movements in reserves is shown in the statement of changes in equity. Details of the amounts included in other reserves are set out below.

The merger reserve arose on the purchase of On the Beach TopCo Limited in the year ended 30 September 2015.

During the year ended 30 September 2018, the Group issued 607,747 shares with a nominal value of £0.01 each to form part of the acquisition of Classic. The consideration value of the shares issued was £2.6m. The excess above the nominal value of the shares was credited to the merger reserve.

The capital contribution reserve arose as a result of the redemption of preference shares in the year ended 30 September 2015.

Treasury shares relate to the repurchase of shares. Where the Company purchases its own equity share capital, the consideration paid is deducted from total shareholders' equity and classified as treasury shares until they are cancelled or reissued. No gain or loss is recognised in the income statement on the purchase, sale, issue or cancellation of treasury shares.

Where shares are cancelled following the repurchase of shares, the value of the Group's issued share capital that is diminished must be transferred to the capital redemption reserve.

23 Financial instruments

Details of material accounting policies and methods adopted, including criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2i the statement of accounting policies.

At the balance sheet date the Group held the following:

FV 2025 2024
Level £m £m
Financial assets
Derivative financial assets designated as hedging instruments
Forward exchange contracts 2 3.4
Financial assets at amortised cost
Trust account 142.9 139.5
Cash at bank 91.7 96.2
Trade and other receivables (note 15) 185.6 184.3
Total financial assets 423.6 420.0
Financial liabilities
Derivatives designated as hedging instruments
Forward exchange contracts
2
(0.8) (5.2)
Interest rate swaps (0.1)
Interest rate collar (0.1)
Financial liabilities at amortised cost
Trade payables (note 17) (319.2) (281.0)
Accruals and other payables (note 17) (20.8) (22.3)
Contract liabilities (note 17) (0.3)
Lease liabilities (note 18) (2.2) (2.8)
Provisions (2.2) (0.4)
Total financial liabilities (345.3) (312.1)

Derivative financial instruments

The Group enters into derivative financial instruments with various financial institutions which are valued using present value calculations. The valuation methods incorporate various inputs including the foreign exchange spot and forward rates, yield curves of the respective currencies and currency basis spreads between the respective currencies, as well as SONIA and other interest rates.

Revolving credit facility

In order to fund seasonal working capital requirements the Group has a revolving credit facility with Lloyds and NatWest Banks. The borrowing limit under the facility is £120m in aggregate, subject to covenant compliance; at year end the facility was £nil (2024: £nil). For details of the revolving credit facility, see note 19.

The following table provides the fair values of the Group's financial assets and liabilities:

FV 2025 2024
Level £m £m
Forward exchange contracts 2 2.6 (5.2)
FV 2025 2024
Level £m £m
Interest rate swaps 2 (0.1)
FV 2025 2024
Level £m £m
Interest rate collar 2 (0.1)

There is no difference between the carrying value and fair value of cash and cash equivalents, trade and other receivables, trade and other payables and the revolving credit facility.

Measurement of fair values

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

(i) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

(ii)

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and (iii)

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Level 1 Level 2 Level 3
£m £m £m
Forward contracts
As at 30 September 2025 2.6
As at 30 September 2024 (5.2)
Interest rate swaps
As at 30 September 2025
As at 30 September 2024 (0.1)
Interest rate collar
As at 30 September 2025 (0.1)
As at 30 September 2024

The forward contracts have been fair valued at 30 September 2025 with reference to forward exchange rates that are quoted in an active market, with the resulting value discounted back to present value.

Interest rate swaps have been fair valued at 30 September 2025, being compared to SONIA, quoted by the Bank of England. The resulting value is discounted back to present value.

Financial risk management

The Group's principal financial liabilities, other than derivatives, comprise the revolving credit facility, and trade and other payables. The main purpose of these financial liabilities is to finance the Group's operations. The Group's principal financial assets include trade receivables, and cash at bank that derive directly from its operations.

In the course of its business the Group is exposed to market risk (including foreign exchange risk and interest rate risk), credit risk, liquidity risk and technology risk. The Group's overall risk management strategy is to minimise potential adverse effects on the financial performance and net assets of the Group. These policies are set and reviewed by senior finance management and all significant financing transactions are authorised by the Board of Directors.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.

The Group's key financial market risks are in relation to foreign currency rates. Foreign currency risk results from the substantial cross-border element of the Group's trading and arises on sales and purchases that are denominated in a currency other than the functional currency of the business. Group cash resources are matched with the net funding requirements sourced from three sources, namely internally generated funds, loan facilities and bank funding arrangements.

The foreign currency risk is managed at Group level by the purchase of foreign currency contracts for use as a commercial hedge. During the course of the period there have been no changes to the market risk or manner in which the Group manages its exposure. The Group is exposed to interest rate risk that arises principally through the Group's revolving credit facility.

Liquidity risk, credit risk and capital risk is considered below. The Executive team is responsible for implementing the risk management strategy to ensure that an appropriate risk management framework is operating effectively, embedding a risk mitigation culture throughout the Group. The Board is provided with a consolidated view of the risk profile of the Group. All major exposures are identified and mitigating controls identified and implemented. Regular management reporting and assessment of the effectiveness of controls provide a balanced assessment of the key risks and the effectiveness of controls.

The Group does not speculate with derivatives or other financial instruments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's exposure to the risk of changes in market interest rates is through the revolving credit facility which is subject to fluctuations in SONIA. The interest rate swaps and collar acquired are used to hedge this risk and reduce the overall interest rate risk of the revolving credit facility.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The majority of the Group's purchases are sourced from outside the United Kingdom and as such the Group is exposed to the fluctuation in exchange rates (currencies are principally Sterling, US Dollar and Euro). The Group places forward cover on the net foreign currency exposure of its purchases. The Group foreign currency requirement is reviewed twice weekly and forward cover is purchased to cover expected usage.

The carrying amount of the Group's foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:

2025 2024
Euro €m €m
Cash 13.4 37.4
Trade payables (260.2) (240.6)
Trade receivables 5.0 0.6
Forward exchange contracts 211.2 193.9
Prepayments 1.2 1.3
Balance sheet exposure (29.4) (7.4)
2025 2024
US Dollar \$m \$m
Cash 3.3 3.4
Trade payables (27.0) (32.3)
Forward exchange contracts 32.5 27.3
Balance sheet exposure 8.8 (1.6)
2025 2024
Swedish Krona Kr m Kr m
Cash 0.7 0.7
Trade payables (9.7)
Balance sheet exposure 0.7 (9.0)
2025 2024
Norwegian Krona Kr m Kr m
Cash 0.2 0.2
Trade payables (1.0)
Balance sheet exposure 0.2 (0.8)
2025 2024
Moroccan Dirham MAD m MAD m
Cash 1.2 6.2
Trade payables (0.5) (6.3)
Forward exchange contracts 2.5 1.9
Balance sheet exposure 3.2 1.8
2025 2024
United Arab Emirates Dirham AED m AED m
Trade payables (0.1) (1.0)
Balance sheet exposure (0.1) (1.0)
2025 2024
Swiss Franc CHF m CHF m
Cash 0.1
Balance sheet exposure 0.1
2025 2024
Thai Baht THB m THB m
Trade payables (2.2)
Balance sheet exposure (2.2)
2025 2024
Malaysian Ringgit MYR m MYR m
Trade payables (1.1)
Balance sheet exposure (1.1)
2025 2024
South African Rand ZAR m ZAR m
Trade payables (0.7)
Balance sheet exposure (0.7)

Foreign currency sensitivity

The following table details the Group sensitivity to a percentage change in Pounds Sterling against these currencies with regards to equity. The sensitivity analysis of the Group's exposure to foreign currency risk at the reporting date has been determined based on a 10% change taking place at the beginning of the financial period and held constant throughout the reporting period:

2025 2024
£m £m
Euro
Weakening – 10% 10.3 10.0
Strengthening – 10% (10.3) (10.0)
US Dollar
Weakening – 10% 1.7 1.0
Strengthening – 10% (1.7) (1.0)

Moroccan Dirham

Weakening – 10% 0.2
Strengthening – 10% (0.2)

The Group uses forward exchange contracts to hedge its foreign currency risk against Sterling. The forward contracts have maturities of less than one year after the balance sheet date. Hedge ineffectiveness can arise from differences in timing of cash flows of the hedged item and hedging instrument, the counterparties' credit risk differently impacting the fair value movements of the hedging instrument and hedged item.

As a matter of policy the Group does not enter into derivative contracts for speculative purposes. The details of such contracts at the year-end, by currency were:

2025 2024
EUR Foreign
currency
€m
Notional
value
£m
Carrying
amount
£m
Foreign
currency
€m
Notional
value
£m
Carrying
amount
£m
30 September
Less than 3 months 116.2 99.9 1.5 97.4 83.7 (2.5)
3 to 6 months 23.4 20.2 0.2 19.7 17.0 (0.5)
6 to 12 months 70.7 62.0 0.4 72.6 62.4 (1.1)
12+ months 0.9 0.8 4.2 3.6 (0.1)
Total 211.2 182.9 2.1 193.9 166.7 (4.2)
2025 2024
USD Foreign
currency
\$m
Notional
value
£m
Carrying
amount
£m
Foreign
currency
\$m
Notional
value
£m
Carrying
amount
£m
30 September
Less than 3 months 19.0 14.5 0.4 14.3 11.2 (0.6)
3 to 6 months 6.0 4.5 0.1 5.3 4.1 (0.2)
6 to 12 months 7.5 5.6 7.5 5.8 (0.2)
12+ months 0.2 0.2
Total 32.5 24.6 0.5 27.3 21.3 (1.0)
2025 2024
Foreign Notional Carrying Foreign Notional Carrying
currency value amount currency value amount
MAD MAD m £m £m MAD m £m £m

30 September

6 to 12 months
Total
0.2
2.4

0.2

0.1
1.9

0.1

3 to 6 months 0.4 0.1
Less than 3 months 1.8 0.2 1.7 0.1

The impact of the hedging instruments on the statement of financial position is as follows:

Notional
amount
£m
Carrying
amount
£m
Line in the statement
of financial position
Change in
fair value
£m
As at 30 September 2025
Foreign exchange forward contracts 207.6 2.6 Derivative financial instruments 8.5
Interest rate collar 80.0 (0.1) Derivative financial instruments (0.1)
Interest rate swaps 60.0 Derivative financial instruments 0.1
As at 30 September 2024
Foreign exchange forward contracts 188.1 (5.2) Derivative financial instruments 4.3
Interest rate swaps 60.0 (0.1) Derivative financial instruments (0.1)

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk arises from cash balances and derivative financial instruments, as well as credit exposures to customers, including outstanding receivables, financial guarantees and committed transactions. Credit risk is managed separately for treasury and operating-related credit exposures. Customer credit risk is managed by the Group's business units which each have policies, procedures and controls relating to customer credit risk management. Outstanding trade receivables balances are regularly reviewed to monitor any changes in credit risk with concentrations of credit risk considered to be limited given that the Group's customer base is large and unrelated.

Trade receivables and other receivables

The ageing of trade receivables at the balance sheet date was:

Not past due Past due 0–90
days
Past due >90
days
Total
£m £m £m £m
At 30 September 2025 160.7 0.3 0.1 161.1
At
30 September 2024
162.4 0.3 0.1 162.8

The ageing of other receivables at the balance sheet date was:

Not past due Past due 0–90
days
Past due >90
days
Total
£m £m £m £m
At 30 September 2025 24.5 24.5
At 30 September 2024 21.5 21.5

In line with IFRS 9, the Group applies the simplified approach for the impairment of trade and other receivables and therefore does not track changes in credit risk, instead a loss allowance is recognised based on lifetime expected credit losses at each reporting date. The Group uses a provision matrix to measure expected credit losses based on historical cancellation and recovery rates and considers forward-looking factors, including the impact of rising cost of living and inflation rates.

Financial instruments and cash deposits

As part of credit risk, the Group is subject to counterparty risk in respect of the cash and cash equivalents held on deposit with banks and foreign currency financial instruments. The Group generally deposits cash and undertakes currency transactions with highly rated banks. The Group considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties.

No collateral or credit enhancements are held in respect of any financial derivatives. The maximum exposure to credit risk at each reporting date is the fair value of financial assets and trade receivables.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. It is Group policy to maintain a balance of funds, borrowing, committed bank loans and other facilities sufficient to meet anticipated short-term and long-term financial requirements. In applying the policy the Group continuously monitors forecast and actual cash flows against the maturity profiles of financial assets and liabilities. It is Group policy to ensure that a specific level of committed facilities is always available based on forecast working capital requirements. Cash forecasts identifying the Group's liquidity requirements are produced and are sensitised for different scenarios including, but not limited to, decreases in profit margins and weakening of sterling against other functional currencies.

The following are the contractual maturities of financial liabilities:

Carrying
amount
Contractual
cash flows
Within 1 year 1 to 5 years > 5 years
Financial liabilities at amortised cost £m £m £m £m £m
Trade payables 319.2 319.2 319.2
Lease liabilities 2.2 2.2 1.2 1.0
Contract liabilities
Other payables 20.8 20.8 20.8
342.2 342.2 341.2 1.0
30 September 2024
Trade payables 281.0 281.0 281.0
Lease liabilities 2.8 2.9 1.1 1.8
Contract liabilities 0.3 0.3 0.3
Other payables 22.3 22.3 22.3
306.4 306.5 304.7 1.8

Capital management

It is the Group's policy to maintain an appropriate equity capital base so as to maintain investor, creditor and market confidence and to sustain the future development of the business. The capital structure of the Group consists of the net cash (borrowings disclosed in note 19) and equity of the Group as disclosed in note 21.

The Group is not subject to any externally imposed capital requirements.

24 Share-based payments

The following table illustrates the number of, and movements in, share options granted by the Group.

LTIP CSOP and RSA Total
No. of share options
(thousands)
No. of share options
(thousands)
No. of share options
(thousands)
Outstanding at the beginning of the year 5,519 592 6,111
Granted during the year 2,674 2,674
Lapsed during the year
Exercised during the year* (225) (180) (405)
Forfeited during the year (941) (3) (944)
Outstanding at the year end 7,027 409 7,436

Exercisable 389 409 798

The weighted average remaining contractual life for the share options outstanding as at 30 September 2025 was 5.10 years (2024: 4.09 years). The exercise price for options outstanding at the end of the year was £nil (2024: £nil).

LTIP

During the current and prior year, the Group awarded nil-cost options to certain key employees within the business. The vesting of these awards will be subject to continued employment. The fair value of equity-settled share-based payments has been estimated as at date of grant using the Black–Scholes model.

Award date No. of
options
awarded
Share
price at
grant date
(£)
Exercise
price
(£)
Expected
volatility
(%)
Option
Life
(years)
Risk free
rate
(%)
Dividend
yield
(%)
Non-vesting
conditions
(%)
Fair
value at
grant
date
(£)
3 October 2023 (no conditions) 3,536,050 1.004 Nil 0% 3.0 4.54% 0.00% 0.0 1.004
3 October 2024 (no conditions) 2,602,677 1.348 Nil 0% 3.0 3.76% 0.00% 0.0 1.348
4 March 2025 (no conditions) 71,642 2.275 Nil 0% 3.0 3.76% 0.00% 0.0 1.348

Expected volatility is estimated by considering historic average share price volatility at the grant date.

Restricted Share Award (nil-cost option) and CSOP

There were no new RSA or CSOP awards in the current or prior year.

The following has been recognised in the income statement during the year:

2025 2024
£m £m
LTIP 2.8 2.2
RSA 0.1
Total share scheme charge 2.8 2.3

* The weighted average share price at the date of exercise was £1.933 (2024: £1.502).

25 Commitments and contingencies

a) Capital commitments

The Group has committed to an IT equipment lease commencing in November 2026 with a term of three years for a value of £1.2m. At the date of commencement a right-of-use asset and equivalent lease liability will be recognised.

b) Contingencies

There are no contingencies held at 30 September 2025.

In September 2010, proceedings were initiated against On the Beach Limited by Ryanair alleging infringement of, inter alia, its intellectual property rights. The amount of the claim was unquantified. In February 2024, On the Beach entered into a partnership with Ryanair and the legal proceedings in Ireland were placed on hold. In July 2025, On the Beach and Ryanair agreed to dispose of the proceedings permanently and all legal action has now been concluded.

26 Related party transactions

During the year, the Company provided a standard indemnity for lost share certificate to its registrar who received a corresponding indemnity from Simon Cooper, a Non-Executive Director, in relation to the loss of a share certificate. The transaction was not significant in the context of the Company's financial position and performance. No outstanding balances were due at the end of the reporting period. Additionally, the Group made a loan of £5m to the Employee Benefit Trust ('EBT') in order to acquire shares. The EBT is independent, and based in Jersey.

Transactions with key management personnel have been disclosed in note 7(d).

27 Dividends paid

2025 2024
£m £m
Cash dividends on ordinary shares declared and paid
Interim dividend for FY25: 0.9p per share (FY24: 0.9p) 1.6 1.5
2025 2024
£m £m
Proposed dividends on ordinary shares
Final cash dividend for FY25: 4.1p per share (FY24: 2.1p) 4.7 3.3

Principal risks and uncertainties

The Board has carried out a robust assessment of the principal risks facing the company, including those that would threaten its business model, future performance, solvency or liquidity. A summary of the nature of the risks currently faced by the Group is set out below. A more detailed explanation of the risks currently faced by the Group and how the Company seeks to mitigate those risks can be found in the risk management section of the Group's Annual Report and Accounts for the year ended 30 September 2025.

Overall, the Group's risk environment remains stable. During the year, Cyber Security risk increased reflecting heightened sector-wide threat activity, while Financial Risk and Liquidity decreased following the successful refinancing and stronger year-end cash position. All other principal risks remained unchanged.

  • Demand: Reduced economic growth or a recession can lead to reduced job security and a reduction in consumer leisure spending. Environmental and sustainability concerns could affect demand with consumers choosing to travel less frequently.
  • Safety: A health and safety incident or security incident could cause significant injury/ loss of life, litigation, reputational damage, fines/regulatory sanctions and reduction in future revenues. The Group can be held liable in damages for death/personal injury or illness suffered by customers that are the fault of any suppliers.
  • Brand and Consumer Proposition: The Group relies on the strength of its brand, reputation and customer proposition to differentiate itself and drive bookings. Events or circumstances which give rise to adverse publicity or reputational damage could reduce goodwill and demand, impacting competitiveness and market position.
  • Operations: The Group has legal obligations to address significant changes or disruptions to customers' holidays. Such events may be caused by unpredictable domestic or international incidents, which can also impact wider business continuity.
  • Talent: The Group's ability to deliver its strategy depends on attracting, developing and retaining talent in a highly competitive labour market, particularly for specialist digital and technology skills.
  • Supply - Major Airline Failure: If a major airline were to collapse, the Group would be required to replace customers' flight arrangements or provide full refunds within 14 days. This could lead to loss of margin on cancelled bookings, incremental costs for replacement flights, and higher than expected cash outflows.
  • Flight supply: Limited flight supply or restricted access to airline capacity could affect the Group's ability to meet customer demand for holidays. Some airlines reserve capacity for their own packages or set higher prices for indirect channels, which can reduce choice, limit value, and constrain the Group's ability to compete fairly.
  • Cyber Security: A major security incident arising from human error, malicious action, technology failure or vulnerabilities in AI could lead to unauthorised access to or misuse of customer, employee or commercially sensitive data, causing financial, operational and reputational harm, alongside regulatory sanctions and civil claims. This risk increased during the year due to heightened sector-wide incidents and an evolving external threat landscape.
  • Innovation, Transformation and Scalability: Failure to innovate at pace, modernise our platform or scale efficiently could limit growth, degrade customer experience and increase unit costs. External technology shifts (including changes in discovery/search) and fast-moving AI developments heighten execution risk if we do not adapt quickly enough.
  • Laws and Regulations: The Group operates within a complex and evolving regime covering travel and aviation, online commerce, consumer protection, data privacy and emerging ESG/AI requirements. Unfavourable changes to or interpretation of existing laws could adversely affect the Group's business and financial performance.
  • Financial Risk and Liquidity: The risk that the Group has insufficient liquidity or access to funding, adverse FX/interest rate movements, or cannot meet obligations as they fall due. This risk decreased during the year following the refinancing of the Group's facilities and a stronger year-end cash position.

Statement of Directors' Responsibilities

The responsibility statement below has been prepared in connection with the Group's Annual Report & Accounts for the year ended 30 September 2025. Certain parts thereof are not included within this announcement. The Directors confirm, to the best of their knowledge and belief:

  • That the consolidated financial statements, prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006, give a true and fair view of the assets, liabilities, financial position and profit of the Parent Company and undertakings included in the consolidation taken as a whole;
  • That the Annual Report, including the strategic report, includes a fair review of the development and performance of the business and the position of the Company and undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and
  • That they consider the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the company's position, performance, business model and strategy.

Jon Wormald

Chief Financial Officer 1 December 2025

Glossary of alternative performance measures

APM: Adjusted earnings per share ('EPS') for continuing operations

Definition: Adjusted basic EPS is calculated on the weighted average number of ordinary shares in issue, using the adjusted profit after tax. Adjusted earnings after tax is based on profit after tax adjusted for amortisation of acquired intangibles, share-based payments and exceptional items. Amortisation of acquired intangibles are linked to the historical acquisitions of businesses. Share-based payments represents the non-cash costs, which fluctuates year on year. Exceptional items are certain costs/income which derive from events or transactions that fall outside of the normal activities of the Group. Exceptional items for 2025 consists of restructuring, legal and professional costs and fees for commission and stamp duty arising on the repurchase of shares; 2024 consists of restructuring and legal and professional costs offset by exceptional recoveries of flight refunds. These costs/income are excluded by virtue of their size in order to reflect management's view of the performance of the Group and allow comparability to prior years.

Reconciliation to closest GAAP measure

Restated
(Note 10)
Adjusted profit after tax (£m) 2025 2024
Profit for the year 24.6 18.9
Share-based payments (net of tax) 2.7 1.7
Exceptional items (net of tax) 1.0 (0.3)
Amortisation of acquired intangibles (net of tax) 1.6 1.7
Adjusted profit after tax 29.9 21.9
Adjusted EPS 2025 2024
Adjusted profit after tax 29.9 21.9
Basic weighted average number of Ordinary Shares (m) 157.3 166.9
Adjusted basic EPS (p) 19.0p 13.1p

APM: Adjusted EBITDA

Definition: Adjusted EBITDA is based on Group operating profit adjusted for depreciation, amortisation, share-based payments and exceptional items. Share-based payments represents the non-cash costs, which fluctuates year on year. Exceptional items for 2025 consists of restructuring, legal and professional costs and fees for commission and stamp duty arising on the repurchase of shares; 2024 consists of restructuring and legal and professional costs offset by exceptional recoveries of flight refunds. These costs/income are excluded by virtue of their size in order to reflect management's view of the performance of the Group and allow comparability to prior years.

Restated
(Note 10)
Adjusted EBITDA (£m) 2025 2024
Operating profit 22.9 20.0
Depreciation and amortisation 12.5 14.4
Exceptional items 1.3 (0.4)
Share-based payments 3.6 2.2
Adjusted EBITDA 40.3 36.2

APM: Adjusted EBITDA as a percentage of adjusted revenue

Definition: Adjusted EBITDA as a percentage of adjusted revenue is based on the adjusted EBITDA divided by the revenue generated in the OTB business before the impact of exceptional items. Exceptional items consists of restructuring, legal and professional costs and recoveries from airlines which derive from events or transactions that fall outside of the normal activities of the segment. Exceptional items for 2025 consists of restructuring, legal and professional costs and fees for commission and stamp duty arising on the repurchase of shares; 2024 consists of restructuring and legal and professional costs offset by exceptional recoveries of flight refunds. These costs/income are excluded by virtue of their size in order to reflect management's view of the performance of the Group and allow comparability to prior years.

Reconciliation to closest GAAP measure

Restated
(Note 10)
Adjusted EBITDA as a percentage of adjusted revenue 2025 2024
Revenue 121.4 119.2
Exceptional items (4.6)
OTB adjusted revenue 121.4 114.6
OTB adjusted EBITDA 40.3 36.2
Adjusted EBITDA as a percentage of adjusted revenue 33% 32%

APM: Adjusted gross profit

Definition: Adjusted gross profit is gross profit adjusted for the impact of exceptional recoveries in 2025 and 2024.

Reconciliation to closest GAAP measure

Adjusted gross profit (£m) 2025 Restated
(Note 10)
2024
Gross profit 118.9 117.5
Exceptional recoveries (4.6)
Adjusted gross profit 118.9 112.9

APM: Adjusted profit before tax

Definition: Adjusted profit before tax is based on profit before tax adjusted for amortisation of acquired intangibles, share-based payments and exceptional items. Amortisation of acquired intangibles are linked to the historical acquisitions of businesses. Share-based payments represents the non-cash costs, which fluctuates year on year. Exceptional items for 2025 consists of restructuring, legal and professional costs and fees for commission and stamp duty arising on the repurchase of shares; 2024 consists of restructuring and legal and professional costs offset by exceptional recoveries of flight refunds. These costs/income are excluded by virtue of their size in order to reflect management's view of the performance of the Group and allow comparability to prior years.

Restated
(Note 10)
Adjusted profit before tax (£m) 2025 2024
Profit before tax 27.9 25.2
Amortisation of acquired intangibles 2.2 2.2
Share-based payments 3.6 2.2
Impact of exceptional items 1.3 (0.4)
Adjusted profit before tax 35.0 29.2

APM: Adjusted revenue

Definition: Adjusted revenue as an agent is revenue adjusted for the impact of exceptional recoveries in 2025 and 2024.

Reconciliation to closest GAAP measure

Group adjusted revenue (£m) 2025 Restated
(Note 10)
2024
Group revenue 121.4 119.2
Exceptional recoveries (4.6)
Group adjusted revenue 121.4 114.6

APM: Classic TTV

Definition: Classic Collection TTV is a non-GAAP measure representing the cumulative total transaction value of sales booked each month before cancellations and adjustments. Classic Collection was discontinued in the year, but the remuneration committee still considers Classic TTV when reviewing against targets. Please see note 10 for details.

Reconciliation to closest GAAP measure

Classic TTV (£'m) 2025 Restated
(Note 10)
2024
Revenue 6.2 9.0
Costs* and amendments 47.2 31.6
Classic TTV 53.5 40.6

PM: EBITDA

Definition: EBITDA is based on operating profit before depreciation and amortisation.

Restated
(Note 10)
EBITDA (£m) 2025 2024
OTB operating profit 22.9 20.0

* Costs relate to the gross costs for bookings made on an agent basis.

Depreciation and amortisation 12.5 14.4
OTB EBITDA 35.4 34.4

APM: Exceptional items

Definition: Exceptional items are certain costs/income that derive from events or transactions that fall outside of the normal activities of the Group. Exceptional items for 2025 consists of restructuring, legal and professional costs and fees for commission and stamp duty arising on the repurchase of shares; 2024 consists of restructuring and legal and professional costs offset by exceptional recoveries of flight refunds. These costs/income are excluded by virtue of their size in order to reflect management's view of the performance of the Group and allow comparability to prior years.

Reconciliation to closest GAAP measure

Exceptional items (£m) 2025 Restated
(Note 10)
2024
Exceptional costs (1.3) (4.2)
Exceptional recoveries 4.6
Exceptional items (1.3) 0.4

APM: Long Haul

Definition: Long Haul TTV is a non-GAAP measure representing the cumulative total transaction value of sales booked each month before cancellations and adjustments.

  • * Restated to exclude Classic TTV from discontinued operations (note 10)
  • ** Costs relate to the gross costs for bookings made on an agent basis.

Reconciliation to closest GAAP measure

Restated
(Note 10)
Long Haul TTV (£'m) 2025 2024
Group revenue 121.4 119.4
Costs* and amendments (1,171.7) 1,004.7
Short Haul TTV 1,149.6 (1,038.2)
Long Haul TTV 99.3 86.0

APM: Marketing as a percentage of adjusted revenue

Definition: Adjusted revenue after marketing cost is revenue after online and offline marketing costs including marketing staff costs.

Revenue after marketing costs (£m) 2025 Restated
(Note 10)
2024
Adjusted revenue 121.4 114.6
Online marketing costs (28.4) (30.2)
Offline marketing costs (12.1) (12.2)
Revenue after marketing costs 80.9 72.2
Marketing as % revenue 33% 37%

APM: Marketing as a percentage of revenue

Definition: Revenue after marketing cost is revenue after online and offline marketing costs including marketing staff costs.

Reconciliation to closest GAAP measure

Restated
(Note 10)
Revenue after marketing costs (£m) 2025 2024
Revenue 121.4 119.2
Online marketing costs (28.4) (30.2)
Offline marketing costs (12.1) (12.2)
Revenue after marketing costs 80.9 72.2
Marketing as % revenue 33% 36%

APM: Overheads as a percentage of adjusted revenue

Definition: Overheads as a percentage of revenue is based on the adjusted revenue divided by the overheads. Overheads is the administrative expenses excluding marketing, depreciation, revenue and amortisation.

Reconciliation to closest GAAP measure

Overheads % revenue 2025 Restated
(Note 10)
2024
OTB adjusted revenue (£m) 121.4 114.6
Overheads (£m) (38.1) (34.2)
Overheads % revenue 31% 30%

APM: Overheads as a percentage of revenue

Definition: Overheads as a percentage of revenue is based on the adjusted revenue divided by the overheads. Overheads is the administrative expenses excluding marketing, depreciation, revenue and amortisation.

Reconciliation to closest GAAP measure

Overheads % revenue 2025 Restated
(Note 10)
2024
OTB revenue (£m) 121.4 119.2
Overheads (£m) (38.1) (34.2)
Overheads % revenue 31% 29%

APM: Overheads as a percentage of TTV

Definition: Overheads as a percentage of TTV is based on the TTV divided by the overheads OTB overheads is the administrative expenses excluding marketing costs, depreciation and amortisation.

Reconciliation to closest GAAP measure

Overheads % TTV 2025 Restated
(Note 10)
2024
OTB TTV (£m) 1,249.0 1,124.2
Overheads (£m) (38.1) (34.2)
Overheads % TTV 3.1% 3.1%

APM: TTV

Definition: TTV is a non-GAAP measure representing the cumulative total transaction value of sales booked each month before cancellations and adjustments.

Group TTV (£m) 2025 Restated
(Note 10)
2024
Group revenue 121.4 119.2
Costs* and amendments 1,127.6 1,005.0
Group TTV 1,249.0 1,124.2

* Costs relate to the gross costs for bookings made on an agent basis.

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