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FOR THE YEAR ENDED 30 SEPTEMBER 2025
On the Beach Group plcOn the Beach Group plc
Annual Report and Accounts
ABTA number: P8849
On the Beach Group plc Annual Report and Accounts 2025
On the Beach Group plc Annual Report and Accounts 2025
Contents
Strategic Report
02 At a glance
04 Chair’s statement
06 Our strategy for growth
08 Chief Executive Officer review
16 Business model
18 Chief Marketing Officer report
20 Key performance indicators
24 Chief Financial Officer report
28 Sustainability
51 Non-financial and sustainability
information statement
52 Risk report
59 Viability statement
Governance
62 Chair’s introduction
64 Directors’ biographies
68 Corporate Governance statement
78 Stakeholder engagement
82 ReportoftheNominationCommittee
88 Report of the Audit Committee
94 Directors’ Remuneration report
124 Directors’ report
129 Independent auditor’s report
135 StatementofDirectors’responsibilities
Financial Statements
137 Consolidated Income Statement and
StatementofComprehensiveIncome
138 Consolidated Balance Sheet
140 Consolidated Statement
of Cash Flows
142 Consolidated Statement
of Changes in Equity
143 Notes to the Consolidated
Financial Statements
176 Company Balance Sheet
177 Company Statement of Changes
in Equity
178 Notes to the Company
Financial Statements
Additional Information
180 Glossary of alternative
performance measures
186 Shareholder information
On the Beach is one of the
UK’s largest online package
holiday specialists.
Strategic Report
02 At a glance
04 Chair’s statement
06 Our Strategy for growth
08 Chief Executive Officer review
16 Business model
18 Chief Marketing Officer report
20 Key performance indicators
24 Chief Financial Officer report
28 Sustainability
51 Non-financial and sustainability information statement
52 Risk report
59 Viability statement
2024
2023
Financial highlights
Group TTV
1
Adjusted profit before tax
2
Cash
Group adjusted revenue
2
Adjusted earnings per share
2
Trust account
£1,249.0m
£35.0m
£91.7m
£121.4m
19.0p
£142.9m
£983.8m £106.9m
£24.7m 12.0p
£108.6m£75.8m
2023
2023
2023
2023
2023
£1,124.2m £114.6m
£29.2m 13.1p
£139.5m£96.2m
2024
2024
2024
2024
2024
1. Group Total Transaction Value (‘TTV’) is a non-GAAP measure representing the cumulative total transaction value of sales booked
eachmonthbeforecancellationsandadjustments.Thepriorperiodsarerestatedfortheeffectsofdiscontinuedoperations.
2. A full reconciliation of all non-GAAP measures to the closest equivalent GAAP measure is included in the glossary. The prior periods
arerestatedfortheeffectsofdiscontinuedoperations.
01
Governance Financial Statements Additional InformationStrategic Report
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Financial highlights
Overview
At a glance
Since inception in 2004 we’ve
evolved from offering short haul
beach holidays to also offering long
haul and premium beach holidays,
city breaks and cruises.
Key:
Officelocation Other selected
destinations
Selected top selling short haul
and long haul destinations
Florida
Mexico
Turkey
Dubai
Mauritius
Maldives
Vietnam
New York
Las Vegas
Cyprus
Spain
Manchester
Egypt
02
On the Beach Group plc Annual Report and Accounts 2025
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At a glance
We operate in:
157*
Cities
89
Beach destinations
61
Countries
1.7m
Passengers travelled this year
5,765*
sustainable hotels available
onourwebsite
4.3/5
Trustpilot score
94%
reduction in direct emissions since our
FY23 baseline, significantly ahead of
our2030 reduction trajectory
505*
employees in 2025
7.2
employee engagement
index score
50%*
of our
Executive team
are female
56%*
of the Board
are female
Female
Male
Female
Male
* Data as at 30 September 2025.
03
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Richard Pennycook
Chair of the Board
I am pleased to present the Annual
Report and Accounts of On the Beach
Group plc for the financial year ended
30 September 2025.
Delivering growth in a challenging environment
FY25 has been a year of impressive progress against our
strategy, underpinned by strong delivery from our core B2C
business. Despite a cautious consumer backdrop, the Group
hasonceagainsignificantlyoutperformedthewiderpackage
holiday market, demonstrating both the resilience of our model
and the continued appeal of our customer proposition.
Financial performance
We have delivered another record year, with Total Transaction
Value reaching £1.25bn, an increase of 11% year-on-year,
supportedby9%growthinbookingvolumes.Adjustedprofit
before tax was £35.0m, and adjusted earnings per share
increased by 45% to 19.0p. This performance demonstrates
thestrengthofourmodelandourabilitytogenerateprofitable
growth.TheCFOreportprovidesfurtherdetailonthefinancial
results, on page 24.
Capital allocation and balance sheet strength
The Board remains committed to a disciplined and balanced
approach to capital allocation. In March 2025, we completed
ourfirst£25msharebuyback,andinSeptember2025we
commenced a further £25m buyback which completed in
November2025(afterthefinancialyearend).Takentogether,
these two buybacks represent a £50m return of capital
(ofwhich£28mwasduringFY25),reflectingtheBoard’s
confidenceinthelong-termprospectsofthebusiness.
Inlinewithourpolicyofdistributing25%ofprofitaftertax,we
also declared an interim dividend of 1.0p per share and are
recommendingafinaldividendof3.0ppershare,bringing
total dividends for the year to 4.0p.
Chair’s statement
£1.25bn
TTV for the full year
11%
increase in TTV on last year
13%
Summer ʼ25 year-on-year volume growth
£50m
returned to shareholders via share buyback between
December 2024 and November 2025
FY25 has been a year
of impressive strategic
progress, in which we
have expanded our
reach, enhanced our
customer proposition
and reinforced the
foundations for
long-term growth.
In total, the Group will have returned approximately £33m to
shareholders in FY25 through dividends and buybacks. These
returns demonstrate the Group’s strong cash generation and
financialdiscipline.
InSeptember2025,theGroupcompletedarefinancingofits
banking facilities, expanding from a two-bank £85m facility to
a three-bank £120m facility with improved terms and an option
to extend by a further £30m. This provides the Group with
significantadditionalflexibilitytosupportthedeliveryofits
strategic growth plans and Medium Term Ambition.
Strategic progress
Our strategy to help people holiday better and more often has
continuedatpace.Wehaveexpandedourproductoffering
into 157 cities, more than doubling our addressable market,
and established a growing presence in the Republic of Ireland.
On the Beach Group plc Annual Report and Accounts 2025
04
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Chairman’s statement
Theseresultsreflectoursystematicapproachtoenhancing
the customer experience and demonstrate the operational
leverage we continue to see from our business model.
Regulatory environment
We continue to engage with regulators and industry
stakeholders on matters of importance to our sector, including
long-awaited ATOL reforms and reforms to the Package
Travel Regulations. A fair, transparent and well-designed
regulatory environment is critical to maintaining consumer
protection,supportingalevelplayingfieldacrosstheindustry,
sustainingcustomerconfidenceandunderpinninglong-term
economicgrowth.
In December 2025, the Group also joined ABTA. Membership
further strengthens our consumer protection credentials,
aligns us with industry best practice, and provides an
additional platform through which to engage constructively
onkeyregulatoryissues.
Conclusion and outlook
On behalf of the Board, I would like to thank all my colleagues
across the business for their dedication and hard work this
year, our customers for their continued loyalty, and our
shareholders for their support.
The Group has an ambitious Medium Term Ambition of £2.5bn
TTV, £100m EBITDA and £85m Adjusted PBT. We believe
we have the right strategy to achieve this, led by a strong
management team and supported by talented colleagues
across the business.
Despite near-term uncertainty in consumer sentiment, the
Groupisresilient,financiallydisciplined,andwellpositioned
todeliverlong-termvalueforallstakeholders.
Richard Pennycook
Chair of On the Beach Group plc
1 December 2025
Shareholder engagement and
Remuneration Policy
The Board oversaw important shareholder engagement this
year, particularly ahead of our General Meeting in September
to approve the new Remuneration Policy and Growth Plan.
We greatly value the time and insight of shareholders during
that process, and I would like to acknowledge the extensive
engagement led by our Remuneration Committee Chair,
Rt Hon Justine Greening.
We were pleased to receive strong support at the meeting,
with over 80% of votes cast in favour. Full details are set out
in the Directors’ Remuneration Report on page 94.
People and culture
Our colleagues remain central to everything we do. Our most
recent employee engagement survey, returned a score of 7.2,
showing continued positive engagement throughout our teams.
The feedback provides valuable insight into our culture and the
voice of our people to help us keep driving engagement even
further. We are grateful for the work of Veronica Sharma, our
designated Non-Executive Director for employee engagement,
whohashelpedensurethatBoarddiscussionsarefirmlyrooted
in the perspectives of our colleagues.
ESG and community
We have continued to strengthen our sustainability and
community initiatives. Our People Team has led impressive
outreach programmes with local schools to build a diverse
pipeline of future tech talent, and we have achieved material
reductions in our Scope 1 & 2 emissions this year, keeping
us ahead of the path required to meet our internal reduction
target. More detail can be found in the Sustainability section
of this report on page 42.
Customer service and satisfaction
Our operational improvements have translated into
measurably better customer outcomes this year. We achieved
a record Net Promoter Score of 56, representing a 14%
year-on-year improvement, while reducing inbound contact
volumes by 21% through tech-enabled self-service capabilities.
After the FY25 year end, we successfully launched our
cruiseoffering,enteringanewhigh-growthsegmentthat
representsasignificantadditionalrevenueopportunity
and further broadens our appeal to existing and new
customers. We have further enhanced our technology-led
proposition, embedding personalised perks into our app,
launching our Price Drop Protection feature, and leveraging
AIandfastersearchtechnologytodeliveradifferentiated
customerexperience.
Discontinued Operations: Classic Collection
As announced on 24 September 2025, the Board took the
decision this year to commence an orderly wind down of
the B2B business, Classic Collection. This decision allows
managementtosharpenfocusonthehighergrowth,profitable
B2C business, while ensuring that customers and agents are
fully supported during the transition.
Following that decision, FY25 includes a £16.0m loss from
discontinued operations relating to Classic Collection as we
complete the wind-down. This includes exit costs and the
write-down of historic goodwill and intangible assets, with
c£10m of the charge being non-cash and is reported within
discontinued operations to provide a clear view of the ongoing
performance of the continuing On the Beach business.
Board and Executive changes
David Kelly stepped down from the Board in January 2025,
having served for nine years. We thank him again for his
significantcontribution.WewelcomedVictoriaSelftothe
BoardinFebruary2025.Shebringssignificantdigitaland
customer-facing experience, and following a thorough
induction is already strengthening the Board’s expertise
in these areas.
On our Executive Team, our longstanding Chief Supply
Officer,BillAllenretiredinSeptemberandwethankhim
for his service. As part of a wider organisational redesign,
responsibility for supply and commercial has now moved
under our CFO, Jon Wormald, ensuring the business is best
structured to deliver on its strategy.
05
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Our strategy for growth
Our mission
Our strategy
Our stakeholders
Our ambition
To help people holiday
better and more often.
How we’ll achieve our
mission and ambition.
See more on page 10
Are central to our
business, and we seek
to align our interests
with theirs.
– Customers
– Our People
– Shareholders
– Suppliers and Partners
– Communities and Society
– Government and Regulators
Stickiness
Increase the purchase
frequency and repeat
rateofactivecustomers
Choice
Increase the share of
holiday wallet to attract
new and existing customers
Peace
of mind
Create hiccup-free
holidays to increase
NPS and reduce churn
Scale and
automation
Increase our addressable
market, designing for 10x
not +10%
To become Europe’s
largest online package
holiday specialist.
See more on page 78
06
On the Beach Group plc Annual Report and Accounts 2025
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Our strategy for growth
Our values
Sustainability
Underpin our culture
and how we work.
Our ESG strategy
is embedded
in our mission and
strategic priorities.
Supporting long-term resilience, responsible
supply chain practices and sustainable value
creation – while positioning us to lead positive
change across the industry.
We’re bold
Here for
people
Here for
holidaymakers
We’re open We’re dynamic
See more on page 72
See more on page 28
Here for
the planet
07
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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.
Our low-cost, asset
lightand cash generative
model provides a
structural challenge
to tour operators,
disruptingthe package
holiday market.
Chief Executive Officer review
Shaun Morton
ChiefExecutiveOfficer
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market
1
.
Seat and bed supply remain abundant, with over 70m seats
from UK departure points to European destinations in Summer
ʼ25,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 (see page 14).
1. 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.
£1.25bn
TTV for the full year
11%
OTB increase in TTV on last year
13%
OTB Summer ’25 year-on-year volume growth
3%
Package holiday market growth
1
08
On the Beach Group plc AnnualReportandAccounts2025
08
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Chief Executive Officer’s review
Long Haul Beach
Premium SH Beach
IPO,
6mpax
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well-positioned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.
City breaks, Republic of Ireland and Cruise all represent existing OTB markets. International markets and new
products represent potential opportunities at the appropriate point in the future.
We’ve trebled our
addressable market
• Leveraging our
tech platform,
brand and supply
position to attract
new customers
• Increasing
our share of
customerwallet
• Focusing on B2C
markets; recently
entered Cruise
• Addressable
market now
50mpax
• Foundations for
potential further
international
expansion
inplace
International markets and new products
Cruise
Republic of Ireland
City breaks
50m
16m
Market pax (cumulative)
6m6m 4m 24m 6m 4m
Value
SH Beach
FY24, 16m pax
£1.1bn TTV
FY25, 50m pax
MTA –
£2.5bn TTV
Future potential
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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:
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ʼ24,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.
Scale and
automation
Chief Executive Officer review continued
1
Stickiness
2
Choice
3
Peace of mind
4
Scale and
automation
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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+
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Chief Executive Officer review continued
3
4
Peace of mindScale and automation
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/in-resort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%
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.
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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McGuinness,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.
FY26 key strategic focus areas
Peace
of mind
Ready for LLM distributioninanAIfirstworld
Leverage AI powered automation in booking ecosystem and
customer change requests
Scale and automation
Significantly grow bookings across all expansion areas
Improve customer search funnel conversion
Choice
Increase App activation and engagement
Increase in year purchase order frequency and 2 year repeat rates
Stickiness
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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ʻMediumTermAmbitionʼor
ʻMTAʼ).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
Medium Term Ambition
Group TTV
£2.5bn
Adjusted basic EPS
38.7p
Group PBT
£85m
Group EBITDA
£100m
Medium Term Ambition driven by 5 KPIs
New
customers
Repeat
customers*
Ireland
Operating
leverage
* 2 year
** In year
FY25: 37k pax
MTA: 300k pax
FY25: 34%
MTA: 40%
X
X
+
+
UK Beach & Expansion Ireland EBITDA
Purchase
frequency**
FY25 bookings: +7% YOY
MTA bookings CAGR: +11%
Chief Executive Officer review continued
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x
x x
x
–
–
=
=
=
=
=
=
Profitable and cash generative business model
Business model
4. Scale and
automation
3. Peace of mind2. Choice1. Stickiness
Efficient marketing
spend
Personalise
customer
proposition and
maximise revenue
Customers
Holiday
transaction value
Conversion Commission %
Revenue
per customer
Marketing spend
per customer
Customer
Revenue
Marketing
investment
Other fixed and
variable overheads
EBITDA
Structural market
growth and market
share growth
Online
penetration
Addressable market
OTB share of
market traffic
International leisure travel
from UK and the Republic
of Ireland
Package
penetration
Strategy to scale
drives operational
leverage
Our four strategic pillars are designed to drive the performance of all our business model levers
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Business model
Proprietary, scalable end-to-end technology platform
Search and booking
functionality
Customer service
and automation
Pricing and inventory
management
Content management
and hotel onboarding
Mobile and app
infrastructure
Operational efficiency
and cost control
• The core platform dynamically packages
flightsandhotelsfromawiderangeof
supply partners in real time, delivering
custom-built holidays
• Smart caching technology rolled out in FY24
enables rapid retrieval of billions of holiday
combinations,significantlyimprovingsite
performance and booking conversion
• Our Fast Flexible Search now allows
customers to search our entire inventory of
holidays for any date range in under a second
• Platform includes an AI-powered chatbot,
automated interactive voice response
(‘IVR’) and self-serve options for payments,
changes and cancellations
• Thesetoolssignificantlyreducethevolume
of manual service contacts and increase
customer satisfaction, contributing to our 14%
increase in NPS to 56 this year
• Live pricing architecture supports dynamic
updatesofflightandhotelcosts,ensuring
customers receive accurate pricing and
availability at the point of booking
• Our AI powered Hotel Discovery Cache
manages more than 5 billion hotel prices
• Our Ryanair integration allows direct seat
accessandautomatedfulfilment,reducing
manual intervention, supporting a reduction
in inbound contacts
• AI tools now support content generation for
hotelpages,deduplicationofroomsoffered
through various bed banks, and quality
control, reducing onboarding time by 99%
• Automated processes enable scalable
inventory growth, with hotel supply
increasing from 7k in FY19 to 24k in FY25
• Native iOS and Android apps were fully
re-platformed in FY24, improving speed,
stability and unlocking native functionality
(e.g.pushnotifications,biometriclogin)
• The app supports the full booking flow as
well as post-booking customer service, with
over 0.6m monthly active users and 30% of
bookings made via the app
• Internal tech and product teams are now
focused on growth and innovation following
the resolution of legacy integration issues
with Ryanair
• Platform investments are delivering
measurable productivity gains across
technology, marketing, operations and
customer service
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Customer report
This year has seen incredible progress from our customer
andmarketingteamsaswecontinuetodifferentiateour
proposition and improve delivery for holidaymakers.
The creation of a dedicated customer experience team,
supported by automation, has enabled us to raise satisfaction
while also reducing customer inbounds and the cost to
serve. This balance is something we are particularly proud
of – holidaymakers enjoy a more seamless service while the
businessrunsmoreefficiently.
Listening and responding
In January, we launched Price Drop Protection in response to
concerns that January was no longer the best month to book.
With On the Beach, travellers no longer have to take a chance
– if the price of their holiday falls before 60 days of departure,
theycanclaimacreditforthedifference.
This was the latest addition to our family of perks, all designed
to provide peace of mind. A record number of people were
eligible this year, whether through Price Drop Protection, Free
Lounge Access or Airport Fast Track. With perks now integrated
into our app, it has never been easier to view, access and use
them. This app engagement drives the customer stickiness that
underpinsourstrategy,asappusersshowsignificantlyhigher
rebooking rates.
Campaigns that cut through
Our advertising continues to perform strongly. It remains
the top-performing radio creative in the pool monitored by
the commercial radio industry body and delivers excellent
resultsonbrandtrackers.Thisreflectsaconsistent,distinctive
approach:believingthatadswearin,notout;makingthemost
of our brand assets across channels; and steering clear of
the stereotypes common in travel advertising. The result is a
campaign that stands apart and builds recognition in a way
that resonates with holidaymakers.
Making it easier to find us
We have also made it simpler for new customers to choose
On the Beach, as improved search visibility and stronger
positioning as trusted holiday experts have brought more
visitors to our site. We are increasingly the go-to travel brand
for media, with more than 700 pieces of national coverage
this year.
Influencerpartnershipsareshowcasingourholidaystonew
audiences, while smarter use of data has reduced the need to
spend heavily on reacquiring existing customers. Many rebook
with us naturally, freeing up investment to reach people
seekingflexibility,choiceandreassurance.
Chief Marketing Officer report
Zoe Harris
ChiefMarketingOfficer
over 1.7m
people holidayed with us this year
+56%
uplift in NPS: perk + app users
£924,000
customer credits from Price Drop Protection
I’m delighted that our
continued customer
focus, across service
teams and beyond,
has resulted in 80% of
customers rating us 8 or
above on their likelihood
to recommend On the
Beach to friends or family.
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Chief Marketing Officer report
Growing the brand
Awarenessandaffectionforthebrandcontinuetogrow,
allowing us to stretch beyond short haul beach holidays. This
year, thousands booked city breaks with us, and in November,
we launched Cruise, demonstrating our commitment to address
more of our customers holiday needs.
We also launched in Ireland, where awareness has doubled
in under a year. It is encouraging to see that the same brand
proposition and campaign that work so well in the UK also
resonate in the Republic of Ireland.
Going the extra mile
We introduced a campaign this year to help customers avoid
costsfromairportdrop-offcharges.With35%admittingto
being caught out, we began sending text reminders to help
themsteerclearoffines.Itisasmallinitiative,butonethat
reflectsourdeterminationtosupportholidaymakersatevery
stage of their journey.
Travellers no longer have to take a chance. If the price
of their holiday falls after booking and before 60 days
of departure, they can claim a credit for the difference.
Listening and responding
Powered by our people
I am incredibly proud of the passion and commitment shown
by the whole team. From service colleagues through to
Finance, Technology & Product, Legal and beyond, every
part of the business contributes to ensuring holidaymakers
have the best possible experience. The determination to
do whatever it takes is what makes these results possible.
Looking ahead
Aswelooktotheyearahead,ourfocusisclear:tokeep
puttingcustomersfirst,tocontinueinvestinginourproposition,
and together to help more people holiday better.
Zoe Harris
ChiefMarketingOfficer
1 December 2025
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TTV
1
(£m)
Adjusted EBITDA (£m) as a % adjusted revenue
2
Adjusted revenue
2
(£m)
Adjusted basic earnings per share
2
(p)
Statutory revenue
3
(£m)
Adjusted profit before tax
2
(£m)Marketing spend (£m) as a % adjusted revenue
2
Profit before tax
3
(£m)
2022 2022
2022
2022
2022
2022
2024 2024
2024
2024
2024
2024
2025 2025
2025
2025
2025
2025
2023 2023
2023
2023
2023
2023
0 0
0
0
0
0
200 20
10.0
5.0
20
20
5.0
400 40
15.0
60
10.0
30
10
5
15
25
35
800
60
20.0
100
20.0
15.0
1,200
1,000
600
80
25.0
1,400 140
25.0
120
100
140
120
80
40
40
30.0
£1,124.2m
£119.2m
£114.6m
13.1p
£25.2m
£1,249.0m
£121.4m £121.4m
19.0p
£27.9m
£983.8m
£106.1m
£106.9m
12.0p
£15.2m
£762.7m
£87.1m
£86.9m
6.8p
£14.9m
£24.7m
£29.2m
£35.0m
£4.7m
£m
£m
p £m
£m £m
2022 2024 20252023
00
10
30
20
40
10
20
30
40
5050
45%
38%
37%
33%
Marketing spend (£m)
Marketing spend %
statutory revenue
£m %
£38.9m
£40.6m
£42.4m
£40.5m
2022 2024 20252023
00
10
5
20
20
15
30
10
5
15
25
35
30
25
35
4045
40
25%
30%
32%
33%
Adjusted EBITDA
Adjusted EBITDA as a
% of adjusted revenue
£m %
£22.1m
£32.1m
£36.3m
£40.3m
Key performance indicators
Financial
1. Group Total Transaction Value (‘TTV’) is a non-GAAP measure representing
the cumulative total transaction value of sales booked each month before
cancellationsandadjustments.Thepriorperiodsarerestatedfortheeffects
of discontinued operations.
2. A full reconciliation of all non-GAAP measures to the closest equivalent
GAAP measure is included in the glossary. The prior periods are restated for
theeffectsofdiscontinuedoperations.
3. Thepriorperiodsarerestatedfortheeffectsofdiscontinuedoperations.
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Key performance indicators
Passenger numbers (booked)
1
Number of customers (UK)
2
Average order frequency (‘AOF’)
3
Bookings share
4
Customers 2+ bookings in year
5
Repeat customers
6
2022 2024 2024 2024
2024 2024
2025 2025 2025
2025 2025
2023
0 0 0
0 0
0.8
0.6
0.4
0.2
1.2
1.0 300
1.16
60
200
400
1.17
70
250
200
1.15
1.14
50
40
100
150
50
100
1.13
1.12
30
1.11
10
20
1.6
1.4
1.8
600
500
1.18
80 300
2.0
1.7
1.16
62.0
146.8
1.8
1.17
71.1
170.8
1.5
1.3
’000m
’000 ʼ000
0250
2
1
3
450
4
550
350
300
400
500
600
7
6
5
8
9650
2023
1%
2024
2%
2025
8%
Expansion Mix
ʼ000 %
Existing
New
UK Beach Expansion
1. Passengernumberisdefinedasthenumberofpassengersbooked
intheyear.Thepriorperiodsarerestatedtoexcludetheeffectsof
discontinued operations.
2. Existingcustomerisdefinedascustomerswhohavepreviouslybooked
withOTBpriortotheyear.Newcustomerthefirstbookingwithintheyear.
3. Averageorderfrequency(ʻAOFʼ)isdefinedastheaveragenumberof
bookings per customer in the year.
4. Bookingsshareisdefinedasthenumberofbookings,bookedintheyear.
Expansion areas inclusive of Republic of Ireland and Cities.
5. Customers2+isdefinedasthenumberofcustomerswhohavebooked
more than one holiday in the year.
6. Repeatcustomerisdefinedasthenumberofcustomerswhohavebooked
in the year and also booked within the prior 2 years.
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Voluntary employee turnover (%) Employee engagement (Score out of 10) Net Promoter Score
2022 2022 20222024 2024 20242025 2025 20252023 2023 2023
0 0 0
10
2
105
15
4
20
20
6
30
25
8
40
30 10 60
50
19.3%
7.3
49
12.1%
7.2
56
22%
7.6
50
25%
8.1
47
% Score
Non-financial
Score
Key performance indicators continued
Description
Voluntary turnover tracks the number of employees who have
left of their own volition and provides a measure of our ability
to retain employees.
Performance
Voluntary turnover has reduced for the fourth consecutive
yearto12.1%,reflectingimprovedretentionaswestrengthen
our organisational capabilities and embed higher performance
expectations. This continued improvement provides an
important counterbalance to the engagement trend, indicating
that colleagues remain committed and are choosing to stay
withusthroughaperiodofsignificantstrategicchange.
Description
Overall employee engagement score from the employee
engagement survey (administered by Hive, a third party).
Performance
Weachievedanengagementscoreof7.2.Whilethisis
amodestreductionyear-on-year,itreflectsthescaleof
organisational and strategic change undertaken to support
a higher-performance culture. Engagement remains strong
overall,andwhenviewedalongsideamaterialimprovement
in voluntary turnover, the results suggest a stable and resilient
workforce that is aligned behind our strategy.
Description
Index that measures willingness of customers to recommend
the Company’s services to others. It gauges a customer’s
overall satisfaction and provides us with insight into our
customers’ views.
Performance
Our investment in technology and skilled teams is shown in
impressive customer satisfaction results with a Net Promoter
Score high score of 56.
Each of our non-financial KPIs is mapped to the four strategic
priorities that underpin our growth strategy – choice, stickiness,
peace of mind and scale andautomation.
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Brand traffic share (millions) Spontaneous brand awareness
Key brand metrics – multiplied
Brand consideration – Top 3 choice
2022 2022
2022
20222024 2024
2024
20242025 2025
2025
20252023 2023
2023
2023
0 0
0
00
20
5
100
5
10
200
10
20
40
15
300
15
40
60
20
400
20
60
80
25
500
600
700
800
25
80
100 30
900
35
30
100
27%
783
29%
60.9m
27%
864
32%
71.6m
25%
750
30%
56.8m 25%
675
27%
47.7m
18.9m
72%
68%
67%
72%
26.4m
29.7m
27.2m
Brand sessionsNon-brand sessions
Brand share
m %
Total
%%
Description
Data shows the percentage share of sessions that
have come from brand and non-brand channels.
Performance
Another record year of sessions (98.8m) to
www.onthebeach.co.uk driven by growth in brand
sessions.Brandtrafficshareat72%,theincrease
reflectingtheefficienciesinnon-brandsessions.
Description
Chart shows the % of people who name On the Beach,
without a list or prompt, when asked to think of a beach
holiday company.
Performance
Spontaneous awareness remains at our highest level as
mediaoptimisationandconsistencycontinuestopayoff.
Description
This metric combines our top two brand indicators by multiplying Spontaneous Awareness with Brand
Consideration (Top 3 choice), providing a single measure of brand strength.
Performance
This year saw our highest ever performance across spontaneous brand awareness and Top 3
considerationcombined,despitenoincreaseininvestment,drivenbyimprovedeffectivenessfrom
imaginativerepetitionofourcampaignassetsusedtocommunicateouruniqueperksproposition.
Description
Chart shows the % of people who consider On the Beach
as one of their top three choices when booking a package
holiday. This is directly linked to purchase intent.
Performance
Our highest ever Top 3 consideration despite no increase in
investment,drivenbyimprovedeffectivenessfromimaginative
repetition of our campaign assets used to communicate our
unique perks proposition.
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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.
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
£m
GAAP
£m
Adjusted
1
£m
GAAP
£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.
Jon Wormald
ChiefFinancialOfficer
Booked TTV has
increased by 11% with
growth across 3*, 4*
and 5* bookings as
the brand continues
to resonate across a
diverse customer base.
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On the Beach Group plc AnnualReportandAccounts2025
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Chief Financial Officer report
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medium-term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.
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
Adjusted
1
£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.
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The increased facility will be utilised in line with our capital allocation policy, focusing initially on the delivery of our organic
growthplans.
Existing facilities £ Issued Expiry
Drawn at
30 September
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
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.
Chief Financial Officer report continued
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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ʼ25/26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
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.
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
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Beach holidays.
Fairly.
For everyone.
Forever.
We are committed to
conducting our business
the right way and we
want to drive meaningful
change across the
industry in areas that are
strategically important.
Sustainability
To that end, we developed an ESG strategy
aligned to our purpose, values and strategy
that will help build resilience in the business,
improve behaviours in our supply chain,
create long-term value and ultimately drive
positive change.
On the Beach Group plc Annual Report and Accounts 2025
28
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Here for people
An inclusive workplace that champions diversity, attracts
and fairly rewards talent, and strengthens communities
throughoutreachandsocialmobilityinitiatives.
Focus areas
• Health and wellbeing: Supporting employee health
and wellbeing and cultivating an engaged, skilled
and rewarded workforce.
• Diversity and inclusion: Creating an
inclusive workplace that attracts talent from
diversebackgrounds.
• Giving back: Giving back to communities and
empowering our employees to support causes
theycareabout.
2025 highlights
50%*
of our Executive team are female
£9.5k+
raised by colleagues for DKMS Charity of the Year
350+
Above and Beyond Award nominations
7.2
Employee Engagement Index score
Link to SDGs
     
Here for holidaymakers
Providing safe and accessible holidays that empower
and inspire customers to travel more sustainably.
Focus areas
• Health and safety: Delivering the holiday our
customers bought, safely.
• Customer satisfaction: Making our holidays
accessible and ensuring customers have value,
choice,flexibilityandagreatholidayexperience.
• Sustainable travel: Empowering and inspiring our
customers to travel more sustainably.
2025 highlights
56
Net Promoter Score – highest ever achieved
21%
reduction in contacts per customer year-on-year
5,765*
sustainable hotels available on our website
Link to SDGs
 
Here for the planet
Reducing our environmental impact and
helping to protect our natural environment.
Focus areas
• Climate: Responding to the climate crisis and
measuring and reducing our GHG emissions.
• Operations: Reducing the environmental impact of
our operations and developing an environmentally
responsible culture.
• Oceans: Protecting our beaches and oceans for
future generations.
2025 highlights
0%
of waste sent to landfill
0.02%
of direct emissions make up total emissions (based on
FY23 scope 3 inventory)
94%
reduction in Scope 1 & 2 emissions achieved from the
FY23 baseline
208
trees planted via Fruitful Office partnership
Link to SDGs
 
* As at 30 September 2025.
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Sustainability continued
Here for people
We’re proud of our diverse, dedicated and
talented teams who drive our success. This
year marked a cultural evolution focused on
accelerating performance and maximising
potential. We’ve invested in leadership
development, remained focused on enhancing
employee engagement, and created an
environment where people feel empowered to
bring their true selves, push boundaries, and go
further and faster together.
FY26 focus
• Accelerateleadershipcapabilityto
scale with business growth and drive
sustainable performance
• Buildtalentpipelinesthatfuel
innovation and future success
• Continuedfocuson‘alwayson’
engagement where people feel heard,
valued and connected to our strategy
• ImplementnewHRInformationSystem
(‘HRIS’)toautomateoperations,deliver
insights and advance our equity and
diversity journey
• ContinuesupportingDKMSasCharityof
the Year and evolve our employee and
community volunteering opportunities
Our continued focus on people development
and engagement isn’t just about today’s
performance – it’s about building the
sustainable foundation for tomorrow’s growth.
By investing in our leaders and listening to
our people, we’re creating an organisation
that can adapt, innovate, and succeed in
an ever-changing business environment.”
Jennie Cronin
ChiefPeopleOfficer
FY25 highlights
• DeliveredabespokeLeadership
Development Programme to our Senior
Leaders, strengthening capability
across the organisation
• EstablishedourSeniorLeadership
Forum, strengthening and improving
communicationandinformationflow
throughout the business
• Enhancedsupportpoliciesfor
colleagues during critical life moments,
both at work and beyond
• Introducedouremployeevolunteering
policy, enabling every colleague to
contribute one day annually to their
local community
On the Beach Group plc Annual Report and Accounts 2025
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Here for peopleSustainability
Talent development
We support and encourage employees with their
personal and professional development, making
the most of opportunities both inside and outside
of work.
Our leaders are embracing our coaching culture
when it comes to development, actively seeking
opportunities for their teams to grow through
thenaturalflowofwork.They’reidentifying
stretch projects, new responsibilities, and skills
development aligned to real assignments –
ensuring people are learning and building
capabilities while delivering business results.
Thismeansdevelopmentisn’tconfinedtoformal
reviews, but is woven into everyday work, creating
stronger, more capable teams across the business.
Toencourageandsupportflexiblelearning,we
provide every employee with a personal learning
allowance to invest in their own development via
our learning platform, Learnerbly. Employees can
choose from books, courses, podcasts and other
resources that align with their individual learning
needs and preferences.
Combined with access to free learning resources,
thisgivesourpeopletheflexibilitytoshapetheir
development in the way that works best for them.
And we’re seeing examples of our teams creating
their own opportunities to connect and learn together.
This year, our Product and Technology teams
arranged an incredible three-day Learnathon,
packed with talks, demos, and collaborative
sessions, supported by some of our key partners,
designed to spark curiosity and build capability.
Career framework evolution
Within our Product and Technology teams, we’ve
invested in creating clearer career pathways to
support continuous development and growth. By
streamlining our career framework, we’ve made
expectations more transparent and removed
barriers that previously hindered progression,
particularly for those uncomfortable with self-
promotion. The new framework enables regular
coaching conversations, ongoing feedback, and
betteridentificationofdevelopmentopportunities,
ensuring everyone has equal access to career
advancement and the support they need to
reach their potential. Throughout the year, we’re
delighted to have supported nine promotions within
the team.
Leadership development
Leadership excellence is critical to our sustainable growth and key
to evolving our culture from high performance to one of accelerating
performance.
31
senior leaders
strengthened
their leadership
capability through
our development
programme
34.5
hours per leader
dedicated to building
skills through targeted
workshops and
masterclasses
Thisyear,weinvestedsignificantlyinourtalentedleaders
through a bespoke Leadership Development Programme
designed to upgrade their leadership capability, ensuring
they’re better equipped to coach and support our talented
teams to go further and faster.
Our leaders serve as role models, setting the standard for
how we collaborate, make bold decisions, and drive results.
By strengthening their capabilities and embedding a coaching
culture,wecreatearippleeffectthatelevatesperformance
throughout the entire organisation.
Building on this foundation, we’ll roll out similar leadership
training to all people managers over the next 12 months. This
strategic expansion will further strengthen our leadership
capability at every level, ensuring consistent, high-quality
people management that supports both individual growth
andthedeliveryofourbusinessobjectives.
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Sustainability continued
Here for people continued
Employee voice
Our employee engagement remains high. In our annual FY25
employee engagement survey, we reported an engagement
index of 7.2 and a response rate of 88% – showing a continued
high level of psychological safety. Alongside this, we saw a
further reduction in voluntary turnover to 12.1% for the fourth
consecutive year.
Through our established Employee Voice forums, we empower
our people to share diverse perspectives and champion
ideas for positive change. With particular focus on wellbeing,
equality, diversity and inclusion, and community and charity,
these forums have generated engaging discussions across the
business and are creating meaningful impact.
When our Employee Voice forums raised questions about
support for gender transition, we listened and acted.
The result is our new Transitioning in the Workplace policy,
which provides comprehensive support for those who are on
this journey. It’s a tangible demonstration of our longstanding
belief that when someone chooses to bring their career to On
the Beach, they feel supported from the moment they join us.
As our team grows and we continue to welcome diversity
into our business, we want to ensure that support is there for
everyone,howeverandwherevertheyneedit.Thisreflects
our commitment to staying ahead on issues that matter to our
people’s wellbeing and performance.
Supporting our people
We’refirmlycommittedtostayingaheadofthecurveand
listening to what our people need. Supporting our people in all
aspects of their lives, helping them reach their potential, and
enabling them to contribute to our accelerated performance
remains a priority for us.
This was front of mind when we reviewed and announced
positivechangestoouremployeebenefitslastyearand
continues to be as we evolve our policies going forward.
We enhanced our employer pension contributions for
the second consecutive year and have expanded our
Family Friendly Policy with the addition of Neonatal Care
leave, providing two full weeks’ pay (exceeding statutory
requirements) to support employees when they most need it.
We’re proud to support our people, and we’ll keep listening
andreviewingourbenefitsandpoliciestoensuretheyenable
everyone to perform at their best.
Accelerating performance through innovation
Our accelerated performance culture is most visible in the
breakthrough innovations emerging from our teams. The
development of our app and proprietary tech platform –
enabling us to deliver even greater choice, peace of mind and
stickiness for our customers – represents exactly the kind of
bold thinking we’re encouraging. Our people are collectively
pushing boundaries to create solutions that fundamentally
change how we operate and serve customers.
This performance mindset extends across every function.
OurMarketingteamexemplifiesdoingmorewithless,
consistently pushing creative boundaries to maximise
impactwhileoptimisingresources.Theseboldinitiatives
demonstrate how accelerated performance drives both
efficiencyandinnovation.
Our Price Drop Protection (‘PDP’) initiative showcases
innovation and collaboration across our teams at its best –
working together and at speed to test, learn and launch the
right initiatives that keep driving our strategy forward and
delivering for our customers.
We’re continually exploring how AI can drive performance
improvements – being intentional about focusing technology
on tasks that free our people to concentrate on higher-value,
uniquely human contributions. This approach ensures that
acceleration doesn’t come at the expense of the personal
connectionandthecreativethinkingthatdefinesourculture.
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AI and the future of work
We’re proud to be one of only eight employers
selected to partner with the CIPD (Chartered
Institute of Personnel and Development) on their
national research into AI and the Future of Work.
Our cross-functional working group is already deep into the study, working
alongside world-leading experts to explore AI in a safe and practical way.
By being part of this, we’re not just learning to get ahead, we’re actively shaping
theguidancethatwillinfluencehowAIisadoptedinworkplacesacrosstheUK.
Throughthispartnership,we’rebuildingAIskillsandconfidenceacrossour
teams so that we can work smarter, design better jobs, and deliver stronger
outcomes for our customers, and we’re contributing to the frameworks that will
guide ethical and responsible AI adoption nationwide.
Sustainability continued
Here for people continued
This partnership allows
ustobuildAIconfidence
across our teams
while contributing to
the national frameworks
that will guide ethical AI
adoption in workplaces
across the UK.”
Yasmin Bell
Head of People
Connection and collaboration
We keep everyone connected to our growth
ambitions and journey – understanding where
we’re going, how we’ll get there and what this
means for them as part of our high-performing
team, while demonstrating our values throughout.
We use our monthly all-hands (Beach Life) to
showcase our progress, share updates and
celebrate achievements. Our communication
platforms, including Slack, enable seamless
cross-business collaboration and communication
wherever our people are working, helping to
develop and embed the partnerships that drive
accelerated performance.
We host regular meaningful social events that
bring our people together to connect and
celebrate what makes our culture special. From
Winter Wellbeing lunches and Mental Health
Awareness breakfasts that promote colleague
wellbeing, to International Women’s Day panel
discussions with executive participation and
end-of-season celebrations recognising collective
achievement – these moments create authentic
connection, strengthening the relationships
and sense of belonging that underpin our
collaborativeculture.
Reward and recognition
Our reward structure is designed to ensure we
can attract, retain and incentivise our people to
enable us to deliver on our business strategy
and accelerated performance objectives.
Further information on reward and workforce
remuneration can be found in the Directors’
Remuneration Report on pages 101 and 113.
We recognise and celebrate great work
throughout the year with our Above and Beyond
Awards (quarterly) and End of Year Awards.
Through peer nomination, these awards spotlight
exceptional contributions – with winners selected
by the Executive team and celebrated at Beach
Life, our monthly all-hands meeting.
The awards highlight the drive, commitment and
talent across our organisation, demonstrating
themutualrespectandsupportthatdefines
ourculture.
This year, we had over 350 nominations, with
over 20 winners recognised for innovation,
living our values, and delivering exceptional
customerservice.
350+
Above and Beyond Award nominations
20+
colleagues recognised for exceptional
achievements
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We were delighted to trial work placements
within the Legal team this year, and it’s
been a success on every level. Built with
our wider DE&I strategy in mind, it’s created
a model we can roll out with colleges we
partner with, like Hopwood Hall, supporting
our social mobility and outreach goals for
the long term.”
Kirsteen Vickerstaff
General Counsel and Company Secretary
Talent attraction
We understand and value the strength that diversity brings to
accelerated performance, and that’s why our commitment to
creating an inclusive and supportive culture at On the Beach
continues – a culture where all our people feel valued, respected,
and empowered to reach their potential.
Attracting and securing diverse talent is key to our success.
We continue to review and improve our talent acquisition
process using feedback and insights to ensure we’re building
teams capable of pushing boundaries and driving innovation.
The more diverse we are, the better we can understand our
customers,theirwantsandneeds,andworktogethertofind
innovative solutions that accelerate our performance.
This year, we’ve invested in a new Applicant Tracking System
which will transform our recruitment processes, replacing
manualworkflowswithstreamlinedautomation.Thisallows
ourteamtofocusonwhatmattersmost–findingand
engaging the right talent and creating a smoother, faster
experience for candidates.
Building a sustainable talent pipeline
We’ve continued our partnership
with Hopwood Hall College, taking important
steps towards building a sustainable
talent pipeline.
As part of this, we’ve hosted exploratory sessions that give
students real insights into what it’s like to work at On the
Beach, along with practical guidance on career progression
and interview skills. Going forward, we’re looking to evolve
this talent pipeline further. Our goal is to create longer-
term opportunities, beginning with work placements, which
we’vetrialledwithinourLegalteamthisyear,thatoffer
students real workplace experience and a proper foot in
thedoor.
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Making a difference together
Our incredible people are not only delivering
outstanding results for our business, they’re also
making a real difference in their communities.
Our whole business rallies behind DKMS as our Charity of the Year and we’re
proud to support them on their mission to delete blood cancer by raising
awareness of their work, helping to grow the stem cell register, alongside
fundraising to support the cause.
It’s a charity close to our hearts and colleagues are fundraising in memory of a
much-loved colleague who passed away after a two-year battle with blood cancer.
Our teams have gone above and beyond this year, from conquering the
Great Manchester Run and collectively running over 160km and hosting epic
holiday-themedbake-offs,toanincrediblethree-daycyclechallengefromour
ManchesterAeroworksofficeallthewaytotheDKMSheadquartersinLondon.
Sustainability continued
Here for people continued
+£4k
in individual fundraisingboosts
+£9.5k
raised so far by colleagues
for DKMS
+350km
cycled from Aeroworks
to London
+160km
raced in the Great
Manchester Run
Employment of disabled persons
The Group has carefully adhered to policies in relation to the
employment of disabled persons. Selection for employment,
promotion, training, and development (as well as other
benefitsandawards)aremadebasedonmerit,aptitude,and
ability, and the Group does not tolerate discrimination in any
form, including in relation to disabled candidates.
The Group works on a one-to-one basis with employees who
need support with any health conditions, physical or mental,
at any point in their career journey with On the Beach, to
understand how all of their individual needs can be met.
For example, we’ll conduct risk assessments and detail all
adjustments that need to be made to accommodate the
additional needs of individual employees, eg, disabled parking
space,step-freeaccess,andspecificworkstationneeds.
We’re delighted that On the Beach are
supporting DKMS UK as their Charity of the Year.
Their colleagues’ energy, creativity and commitment
to our mission has helped raise vital awareness
about blood cancers and disorders and the power
of stem cell donation. Every pound raised and every
conversation started brings us closer to giving more
patients a second chance at life.”
DKMS
Charles Rowe, Corporate Partnerships Manager, DKMS
This year, we introduced our BeACH days volunteering scheme – giving every
colleagueone‘BeaCommunityHero’dayannuallytomakeadifferenceintheir
local communities. From supporting local scout groups to volunteering with
  charitiesliketheRSPCA,ourpeoplearealreadyusingthesedaystogive
     backwhereitmattersmosttothem.
           Wealsosupportcolleagues’personalcharitableactivities
              throughourFundraisingBoostscheme.Thisyear,we
                  providedover£4,000inindividualboosts,helping
                     colleaguesmakeanevenbiggerimpactwiththeir
                         fundraisingeffortstosupportcharitiesand
                           causesthataremostmeaningfultothem.
                             Whenourpeoplearepassionateabout
                              makingadifference,we’reheretosupport
                              themeverystepoftheway.
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Male Female
Gender pay gap
We’ve published our 2025 Gender Pay Gap Report
(coveringtheperiodbetweenApril2024andApril2025).
Thefullreportisavailableathttps://www.onthebeachgroupplc.
com/people/responsibility.
Ourmeangenderpaygapstandsat28.7%(2024:27.6%).
Since 2021, we’ve reduced our mean gender pay gap from
33.6%to28.7%–ameaningfulshiftreflectingoursustained
effortandfocusoncreatingequalopportunitiesacrossour
business.Thesmallincreasethisyearreflectssomechanges
we’ve made to consolidate our employing entities and reduce
the number of payrolls in operation.
The encouraging news is our progress in the priority areas
we’ve been deliberately focusing on. Female representation
has increased in our top two pay quartiles, and women are
advancing across the business. Our leadership demonstrates
strong gender balance – 50% female representation on our
Executive Team and 56% on our Board.
Our gender diversity
Executive
Committee
8
Direct reports
to the Executive
Committee
35
Group
505
Board
gender diversity
9
Group data as at 30 September 2025.
We’re taking systematic action where it matters most
and within Product & Technology, we’ve achieved a 5.9%
improvement. This is the result of a dedicated focus on how
we attract, hire, and develop talent. We’re delighted to have
made a number of senior female appointments throughout
2025, including a Principal Product Manager and VP Product
Engineering – showing our diverse talent attraction strategy is
working.Inrecruitment,we’veembeddedmeaningfulchanges:
requesting salary expectations rather than history, ensuring
gender-diverse interview panels, anonymising CVs, using
inclusive language in job advertisements, and implementing a
new applicant tracking system that removes unconscious bias.
There’slotsstilltodoandthisisn’taquickfix.Weremain
committed to attracting, developing, promoting and retaining
talented women, with further progress expected in the
yearahead.
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FY25 highlights
• Achievedhighest-everNetPromoterScore
of56–reflectingsignificantimprovements
to customer experience
• Enhancedappfunctionalityandautomation,
enabling customers to self-manage
bookings more easily
• IntroducedWhatsAppcommunication
channel, giving customers direct access
to our teams
• Increasedhotelswithsustainability
accreditations through proactive
supplierengagement
FY26 focus
• Optimiseautomationandself-service
capabilities to further enhance
customerexperience
• Developappintocomprehensive
one-stop destination for complete
bookingmanagement
• Expandsustainabilityaccreditationsacross
hotel portfolio through supplier partnerships
• Advocateforfair,competitivemarket
policy through continued government
and regulatory engagement
Sustainability continued
Here for holidaymakers
Health and safety
We’re committed to maintaining and developing a culture
of safety and risk awareness throughout our organisation
forthebenefitofourcustomers,suppliersandemployees.
Our commitment to safety
We maintain a comprehensive overseas health and safety
management system designed to uphold robust and
proportionate safety standards across the Group.
Our dedicated Health and Safety team delivers on our
committed safety standards through established processes
and procedures. We measure risk and safety standards
throughmultipleapproaches,including:
• Remoteevidence-basedverification
• Reviewofdocumentationandcertification
• Physical audits to ensure compliance
Being here for holidaymakers means
more than just selling holidays – it
means creating seamless experiences,
ensuring safety throughout the
journey, and advocating for fair market
conditions that benefit consumers.
This year, we’ve made significant
strides in all these areas, delivering
improvements that give customers
greater confidence, choice, and peace
of mind.
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Here for holidaymakers
When we identify potential improvements, we work
collaboratively with our suppliers to provide continuous
support and proactively enhance safety throughout our
supplychain.
Our Customer Health and Safety Committee is responsible
for reviewing and assessing our risk management processes
and continuously monitoring standards. The Committee meets
quarterly and forms part of the Group’s overall risk governance
structure (see page 53).
We’re committed to helping our customers stay safe
throughout their holiday experience. Through our
comprehensive health and safety hub, we provide helpful
content and guidance to support customers in making
informed decisions and staying safe during their holidays.
We maintain a formal incident and crisis management plan
to ensure that in the event of a disaster or crisis, we are
preparedandabletorespondquicklyandeffectively.This
plan is regularly updated to incorporate learnings from recent
events and evolving best practices, helping us stay ahead of
emerging risks and challenges.
Our measured and proactive approach to health and safety
reflectsourcommitmenttobeinghereforourholidaymakers
whentheyneedusmost,givingthemtheconfidencetocreate
those unforgettable holiday memories.
Customer satisfaction
Whilst no one can guarantee a hiccup-free holiday, we’re
focused on doing everything we can to achieve this, and
when there are issues, we resolve them quickly – giving our
customers the ultimate peace of mind.
This year, we’ve invested in technology – moving to a digital-
firstbutnotdigital-onlymodelandwe’redeliveringimpressive
results for customer satisfaction. Our Net Promoter Score
has improved from 49 in FY24 to 56 at the end of FY25 –
the highest it’s ever been.
This digital transformation has reduced contacts to our Travel
Advisors by 21% year-on-year, enabling customers to self-serve
moreeffectivelywhilefreeingourskilledteamstofocuson
those who need additional support.
When customers do need to contact us, they’re experiencing a
significantlybetterservice.We’vereducedaveragewaittimes
byfiveminutesyear-on-year,improvedtimetobookby44%
and are seeing less than 35% chats escalated to advisors.
In addition, we’ve introduced WhatsApp so that our customers
can communicate directly with our teams when they need
them most.
Our highly skilled employees in our Customer Teams
are continuing to work hard to ensure we’re delivering
reassurance and peace of mind for all our customers.
NPS progress
2022
0
10
30
50
40
20
60
46
2023
50
2024
49
2025
56
Sustainable hotels
We continue to engage with suppliers to
encourage and incentivise them to obtain a
sustainability accreditation to enable more
climate-conscious customers to make informed
choices about where they choose to holiday.
We use Rating.Bio to compare and measure the
sustainability of the hotels that we sell and at
theendofFY25wehad5,765hotelsflaggedas
sustainable on our website, an increase of 4,214
from FY24.
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Finding the right holiday
We continue to introduce even more personalisation utilising
technology and AI – helping to showcase to our customers
the destinations and hotels that are most likely to meet
theirneeds.
Special assistance
We want to make sure everyone can have an enjoyable
holiday that suits their needs. We have an experienced team
who can help customers with any special assistance requests
– which we ask for at the time of booking so we can check if
we can meet these needs.
Seamless experience
We’re designing every step of the holiday experience to be
effortlessandexcitingforourcustomers.Throughcontinuous
innovation in our technology, app development, and
customerperks,ourcustomershaveeverythingtheyneed
attheirfingertips–includingaccesstoover24,000hotels
and 47 airlines, plus exclusive perks like Price Drop Protection,
airport lounge access, fast track security, eSIMs to stay
connected, countdown calendars to build the anticipation,
andliveflightnotificationstokeeptheminformed.
Accessible holidays
We continue to believe that holidays should be accessible
and enjoyed by all, and we continue to make progress in
thisspace:
Flexible payments
We’re committed to making holidays achievable for everyone.
Ourlowdepositsandfee-freeflexiblepaymentplansletour
customers spread the cost of their holiday over time, with
payment dates that work around their schedule. We expanded
our payment options last year by introducing Klarna, giving
customers who prefer to ‘holiday now, pay later’ another
flexiblewaytobook.
This year, we launched our Price Drop Protection promise,
delivering even more peace of mind to our customers. Now
theycanbookwithconfidenceknowingthatiftheirholiday
price drops after booking, we’ll automatically refund the
differenceintotheirholidaywallettouseontheirnextOn
the Beach adventure. It’s all about giving our customers the
flexibilityandconfidencetosecuretheirperfectholidaywhen
they’re ready to book.
Sustainability continued
Here for holidaymakers continued
Supporting consumers,
growth and protection
We have long championed fair and proportionate
regulation that delivers the best outcomes for
consumers; preserving choice, value and protection in
the holiday market. Through direct engagement with
government and regulators, and as an active member of
Online Travel UK (‘OTUK’), we advocate for a competitive
and consumer-focused travel sector. OTUK’s 2025 white
paper highlights the importance of online travel to the
UK economy and calls for action to modernise travel
protections, ensure fair digital markets and support
innovation. See www.onlinetraveluk.com/whitepaper for
more information.
TheseprioritiesreflectourHere for Holidaymakers
commitment — ensuring customers can book with
confidence,accesstransparentpricingandbenefitfrom
real choice.
In December 2025 we became a member
of ABTA, strengthening our role in promoting
high industry standards and reinforcing our
commitment to consumer protection and a fair,
competitive travel market.”
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Sustainability continued
Here for the planet
We continue to focus on managing climate risks by taking a practical approach: cutting
emissions where we have control, meeting evolving regulations, and encouraging
sustainable practices across our value chain.
FY25 highlights
• Scope 1 & 2 target: Scope 1 and 2 emissions
fell by 94% from the FY23 baseline, meaning
we have already exceeded the reduction
trajectory required to meet our 2030 target.
•  Operations: we reduced usage of both
naturalgasandelectricity,andmaintained
our target of 0% of waste from our head
officesenttolandfill.
FY26 focus
•  Recalibration for UK Sustainability
Reporting Standards (‘UK SRS’): Refresh our
underlying emissions data (including a full
Scope 3 reassessment), update our climate
scenario analysis and conduct a UK SRS gap
assessment.
• Maintain progress against our 2030 target:
Monitor and maintain our reduced Scope 1
and 2 emissions, ensuring we remain well
ahead of the pathway required to meet the
2030 reduction target.
• Engagement with suppliers: continue
to engage with suppliers on climate and
sustainability matters.
Climate change – areas of focus
The travel industry faces mounting climate pressures, from
carbon reduction imperatives to increasingly volatile weather
patternsaffectingdestinationsandoperations.Climatechange
creates both challenges and possibilities for our business.
We’re focused on managing emerging risks while staying
responsive to evolving customer and supplier expectations
around sustainability.
Ourongoingfocusison:
• Emissions: understanding our emissions having already
reduced Scope 1 & 2 emissions well beyond the level
required by our 2030 target, and preparing refreshed
analysis to support UK SRS readiness.
• Suppliers: engaging with suppliers to encourage
sustainable practices.
• Customers: monitoring customer attitudes towards
sustainability,withtheflexibilitytoadaptasprioritiesshift.
• Operations: improving sustainability within our
ownoperations.
• People: supporting our employees in climate-related
initiatives that matter to them.
This section of the report outlines our approach to managing climate change, our progress against our internal greenhouse
gas (‘GHG’) reduction target, our statutory GHG emission reporting and our climate-related financial disclosures.
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Emissions
Emissions inventory and target
We have been measuring and reporting our greenhouse
gas (‘GHG’) emissions for several years as part of our
ongoing commitment to understanding and managing our
environmental impact. During FY24, we engaged Envantage,
our environmental advisers, to complete an updated GHG
inventory, including Scope 3 emissions, covering the period
from 1 October 2022 to 30 September 2023 (‘FY23’). The
results of this work were published in our FY24 Annual Report
on page 45.
However, following a detailed assessment, the Board
concluded that seeking formal Science Based Target Initiative
(SBTi) validation would present risks disproportionate to our
abilitytoinfluenceoutcomes,giventhatthemajorityofour
footprint lies in Scope 3 categories outside our direct control.
The rationale for this decision is explained on page 34 of our
FY24 Annual Report and remains valid for FY25.
Progress in FY25 and next steps
Full details of our FY25 greenhouse gas (‘GHG’) and energy
dataaredisclosedonpage44.Thesefigureswereprepared
with support from our climate advisers, Envantage, who assist
us in measuring and analysing our carbon footprint each year.
Flights 95.9%
Transfers 0.3%
Hotel Stays 3.4%
Other Scope 3 0.3%
Emissions
Scope 1 & 2 0.02%
Emissions
Theanalysisconfirmedthatourdirect(Scope1and2)
emissions are minimal, representing around 0.02% of the
Group’s total footprint, while indirect (Scope 3) emissions
accountforover99%,largelyarisingfromcustomerflights
and hotel stays.
Usingthesefindings,wesetaninternaltargettoreduce
absolute Scope 1 and 2 GHG emissions by 42% by 2030,
using FY23 as the baseline year. This target is aligned
with the ambition of the Paris Agreement.
The FY25 analysis shows that we have already delivered a
reductioninScope1and2emissionsthatmeetsandsignificantly
exceeds the level of reduction required by our 2030 target.
Actual emissions fell by 94% from the FY23 baseline, driven
primarilybytheclosureofourWorthingofficeandcontinued
energy-efficiencyimprovementsatourManchesterheadoffice.
While the formal target date remains 2030, the focus going
forward will be on maintaining emissions at this low level.
Thisreductionisreflectednotonlyinourabsoluteemissions
butalsoinouremissionsintensityratios(seepage42):
emissions per £m of Group revenue fell by 38.9% to 0.85
tCO₂e,andemissionsperfull-timeemployeefellby39.4%
to0.18tCO₂e.Thesemetricsreinforcethatouroperational
footprintisnowstructurallylowerandsignificantlymore
efficientthanatthetimetheoriginaltargetwasset.
Sustainability continued
Here for the planet continued
FY23 emissions inventory
(published in FY24 report) – 567,754 tCO
2
e
Scope 1 & 2 emissions progress vs target (tCO
2
e)
FY24FY23
(Baseline)
FY25 FY26 FY27 FY28 FY29 FY30
(Target)
0
20
40
60
80
100
120
Emissions (tCO
2
e)
Financial Year
Actual Scope 1 & 2 tCO
2
e (actual) Projected Scope 1 & 2 tCO
2
e (projected)
ThegreenlinereflectstheoriginalprojectedreductionpathwayfromtheFY23baseline;theredlineshowsactualresults.
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Here for the planet
With our remaining Scope 1 and 2 emissions now extremely
low, FY26 will be a recalibration year as we prepare for the
UK Sustainability Reporting Standards (‘UK SRS’). We will
undertake a structured programme of work to ensure our
climatedataanddisclosuresremainrobust.Thisincludes:
• refreshing our full Scope 3 emissions assessment, using
FY25 activity data;
• updating our climate scenario analysis and reviewing
climate-related risks; and
• conducting a UK SRS gap analysis to identify new
reporting and governance requirements.
This work will strengthen our understanding of our broader
climate impacts and ensure continued transparency in
reporting progress against our existing 2030 target.
Suppliers
Asnotedonthepreviouspage,flightsmakeupnearly96%
of our total emissions, with limited ability for us to control or
influencethis.However,airlineshavemadenotableprogress
in sustainable aviation, including introducing more fuel-
efficientaircraft,increasingtheuseofsustainableaviation
fuels (‘SAF’), and setting commitments to achieve net zero
emissions by 2050.
Incontrast,ourhotelrelationshipsoffermoredirectinfluence
and through our partnership with Rating.Bio, we’re helping
hoteliers showcase their environmental credentials. As at
30 September 2025, 5,765 hotels across our website now
carry sustainability ratings.
Customers
Understanding changing consumer attitudes is central to our
business, and sustainability plays an important role in this
ongoing work. As noted above, we increased the number
of sustainable hotels on our site, helping customers make
informed decisions when booking accommodations.
Examples of sustainable practices include towel re-use
programmes,water-efficienttapsandshowers,alternatives
to single-use plastics, locally sourced food, and vegan
menuoptions.
We will continue to monitor booking trends for hotels with the
Rating.Bio seal of approval and promote those that perform
best with sustainability-conscious consumers. However,
we are mindful that many of our customers remain price-
sensitive, with cost continuing to be the main driver behind
holidaychoices.
Operations
Asaninternet-basedbusinessoperatingfromoneUKoffice
location, our direct environmental footprint is relatively small.
Nonetheless, we are committed to reducing our environmental
impact and contributing to climate change mitigation.
Waste reduction and recycling
We strive to minimise waste across the Group. Promoting
apaperlessofficeenvironment,weencourageemployees,
partners and suppliers to handle everything electronically,
including invoicing and contracting. Nearly all bookings with
customers are managed online. We implement mandatory
recyclingatourheadofficeand,wheneverpossible,we
re-useofficefurnitureandequipmentordonateittocharity.
Atourheadoffice,fromOctober2024toSeptember2025,
weproduced13,082kgofwaste(FY24:14,358kg).59%ofthe
wasteweproducedwasrecycled(FY24:62%),with0%of
wastesenttolandfill.Oureffortstoreducewasteincludethe
useofcompostablecoffeecupsandlidsinouron-sitecoffee
shop. In FY26, we aim to further reduce waste generation,
increase our recycling rate and to maintain our target of 0%
wastesenttolandfill.
Energy efficiency
DuringFY25therewasacontinuedfocusonenergyefficiency
and the conservation of natural resources. We have continued
to implement initiatives to reduce our carbon footprint this
year. This included the installation of low-power LED lighting
with photocell controllers in our car park (60% energy saving),
and the optimisation of our HVAC temperature set points
and timings to reduce energy usage. When procuring, we
havecontinuedtospecifythemostefficientequipmentand
operationforourheadoffice.
People
We believe that creating an environmentally responsible culture
starts with our people. We have rolled out environmental
awareness training across the Group and continue to encourage
employee-led initiatives. Our employees have demonstrated
strongengagementinsustainabilityefforts,particularlyaround
protecting the environment.
Fruitful Office partnership
WepartnerwithFruitfulOffice,whoprovidefreshfruittoour
headofficeweekly.Thisinitiativenotonlypromotesemployee
wellbeing,butalsosupportsreforestationefforts.Forevery
threebasketsoffruitdelivered,FruitfulOffice,incollaboration
with Ripple Africa, plant one fruit tree in Malawi, helping
combatdeforestationandoffsetcarbonemissions.InFY25,
this partnership resulted in the planting of 208 trees.
Oceans
As a travel company, we recognise the importance of oceans
to both our business and the planet. Oceans generate most of
the oxygen we breathe and are home to vital ecosystems that
provide food, livelihoods, and climate regulation. However,
they face severe threats, including plastic pollution. With the
introduction of our Volunteering Scheme, we’ll encourage
colleagues to play their part in supporting marine and ocean
preservation for future generations through beach cleans,
and closer to home – street cleans – preventing rubbish from
reaching the oceans.
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Greenhouse gas emissions
The Companies Act 2006 (Strategic Report and Directors’ Report) Regulation 2018 requires us to disclose annual global energy
consumption and GHG emissions from full Scope 1 and Scope 2 sources. Energy and GHG emissions have been independently
calculated by Envantage Ltd for the 12-month period ending 30 September 2025.
Reported energy and GHG emissions data is compliant with SECR requirements and has been calculated in accordance with the
GHG Protocol and SECR guidelines. Energy and GHG emissions are reported from buildings and transport where operational
control is held – this includes electricity, gaseous fuels such as natural gas, fugitive emissions and business travel in Company-
ownedvehiclesandgreyfleet.ThetablebelowdetailstheSECR-regulatedenergyandGHGemissionsourcesfromthecurrent
and previous reporting periods.
We are committed to reducing our environmental impact
and contribution to climate change through continuous
improvement procedures. In March 2023, the Group switched
to British Gas Zero Carbon Energy, securing low-carbon
electricity across its operations. During FY25, several
initiativeswereundertakentoimproveoperationalefficiency
and support emissions reductions, including upgrading
externalcarparklightingwithmoreefficientlighting,aswell
as optimising air conditioning (‘AC’) set points and operational
timings,resolvinginefficienciescausedbyinconsistent
settings and manual overrides.
From a strategic perspective, the Group’s FY25 focus has
includedimplementingplanstomeetdefinedsustainability
goals, continuing supplier engagement on climate and
sustainability-related issues, improving waste management
towardsazero-to-landfilltarget,andstrengtheningemployee
engagement on environmental matters.
Methodology
Activity data has been converted into equivalent energy and
GHG emissions using emissions factors published by the UK
Government in 2025. Electricity and natural gas disclosures
have been calculated using metered kWh consumption taken
fromsupplierfiscalinvoiceswhereavailable.GHGemissions
associated with Scope 2 purchased electricity have been
reported using location-based methodology.
Transportdisclosuresfromgreyfleethavebeencalculated
using business mileage expense claim records. Mileage was
converted into energy consumption and GHG emissions using
the most recent emissions factors published by DESNZ in
2025. Where vehicle information such as engine size and fuel
type was not available, an average fuel factor and average
vehicle size has been assumed.
Fugitive emissions from HFCs have been calculated using
air conditioning servicing reports provided by On the Beach
Group Plc. Full service records were available for each unit at
Aeroworks and Saxon House and were reported as being in
good condition with no further work required.
FY24 FY25 % change
Energy (kWh)
Natural gas 124,880 33,309 -73.3%
Electricity 627,993 475,879 -24.2%
Business travel 101,467 50,733 -50.0%
Total energy 854,340 559,921 -34.5%
Emissions (tCO
2
e)
Scope 1 Natural gas 22.8 6.1 -73.3%
Scope 1 Refrigerant gases – – 0%
Scope 2 Electricity 130.0 84.2 -35.2%
Scope 3 Greyfleet* 24.5 12.3 -49.6%
Total SECR emissions 177.3 102.7 -42.1%
Emissions intensity (tCO
2
e/£m Group revenue before exceptional cancellations) 1.38 0.85 -38.9%
Emissions intensity (tCO
2
e/Full Time Employees) 0.30 0.18 -39.4%
* This represents an element of, not total, Scope 3 emissions.
Sustainability continued
Here for the planet continued
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Climate-related
financial disclosures
The Board recognises the importance
ofunderstanding and managing the
impactof potential climate-related
risks and opportunities on the Group’s
business and strategy.
The following disclosures are consistent with the Task
Force on Climate-related Financial Disclosures (‘TCFD’)
recommendations. They summarise our approach and
progress under each of the four pillars of the TCFD –
governance, strategy, risk management, and metrics
andtargets.
We have considered our “comply or explain” obligations
under the UK Financial Conduct Authority Listing Rules
and we are fully compliant with all 11 recommendations.
In addition, the following disclosures are intended to satisfy
the requirements of the Companies Act (Strategic Report)
(Climate-related Financial Disclosure) Regulations 2021.
TCFD pillars TCFD recommendation
Consistency
status Reference
Governance TCFD disclosure 1: Describe the Board’s oversight of climate-related risks
and opportunities
Read more
onpage46
TCFD disclosure 2: Describe management’s role in assessing
and managing climate-related risks and opportunities
Read more
onpage46
Strategy TCFD disclosure 3: Describe the climate-related risks and opportunities the
organisationhasfacedovertheshort,mediumandlongterm
Read more
onpage46-47
TCFD disclosure 4: Describe the impact of climate-related risks and
opportunitiesontheorganisation’sbusinesses,strategy,andfinancialplanning
Read more
onpage46-47
TCFD disclosure 5: Describe the resilience of the organisation’s strategy,
takingintoconsiderationdifferentclimate-relatedscenarios,includinga2°C
or lower scenario
Read more
onpage46-47
Risk
Management
TCFD disclosure 6: Describe the organisation’s processes for identifying and
assessing climate-related risks
Read more
onpage48
TCFD disclosure 7: Describe the organisation’s processes for managing
climate-related risks
Read more
onpage48
TCFD disclosure 8: Describe how processes for identifying, assessing and
managing climate-related risks are integrated into the organisation’s overall
risk management
Read more
onpage48
Metrics
and Targets
TCFD disclosure 9: Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its strategy and risk
management process
Read more
onpage49
TCFD disclosure 10: Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (‘GHG’) emissions, and the related risks
Read more
onpage49
TCFD disclosure 11: Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance against targets
Read more
onpage49
Key:
Consistent
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Sustainability continued
Here for the planet continued
Governance
On the Beach’s governance structure for climate-related risks and opportunities is overseen at multiple levels. This multi-tiered approach ensures alignment and commitment to managing
climate-related risks and opportunities:
Board Executive team Audit Committee Executive Risk Committee Climate Change Committee
The Board has overall responsibility for
the strategic direction and risk appetite
related to climate change. It monitors
the implementation of the sustainability
strategy and receives periodic updates
on climate-related risks, opportunities,
and mitigation methods. Shaun Morton,
CEO, holds ultimate accountability for
climate-related issues and participates in
Board and Audit Committee meetings.
The Executive team, led by Shaun
Morton, is responsible for the operational
delivery of the sustainability strategy,
integrating climate-related risks and
opportunities into decision-making
processes. The team facilitates ESG
initiatives across the Group and
receives biannual reports from the
ExecutiveRiskCommittee(‘ERC’)on
climate-related matters.
The Audit Committee reviews the
effectivenessofclimate-relatedrisk
management systems and approves
reporting statements, including
TCFDdisclosures.
The ERC focuses on the governance of
climate-related risks, overseeing their
identificationandmanagement.Itreports
to the Audit Committee twice a year on
theeffectivenessofriskmanagement
processes. The ERC will also oversee the
planned FY26 climate scenario analysis
refresh and UK Sustainability Reporting
Standards (‘UK SRS’) preparatory work.
In addition to the ERC, we have
established a Climate Change
Committee that meets quarterly.
Thiscommitteereviewsthe
impactofclimate-relatedmatters
onoperations,includingfinancial
implications, and develops plans
to mitigate future risks, such as the
impactofwildfires.Itreportsitsfindings
and recommendations to the ERC
twiceayear.
Strategy
We have identified key climate-related risks and opportunities that could significantly impact our operations and strategy over the short (1–5 years), medium (5–10 years), and long term (10+ years).
A summary of these risks is provided in the table on page 47.
Risks Opportunities
Thisyear,theprimaryclimate-relatedriskwas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.
Over the medium and longer term, we would expect to see an increase in customer
sentiment risk, talent retention risk and extreme heat/weather risk (acute and chronic).
Itisdifficulttopredicttheimpactandlikelihoodofcarbonpricingriskoverthe
medium and long term but we continue to monitor this.
Ourstrategyincludesseveralclimate-relatedopportunities:
• As consumer demand for sustainable travel or changing climate preferences evolve, we can use technology to enhance our
offeringsbyshowcasingsustainabilityinformationandadaptingourdestinationmix(includingexpandingcitybreakoptions).
• Ourcommitmenttoexcellentcustomerserviceincludesrefiningcrisisresponseprotocolstohandleclimate-relateddisruptions
effectively,asdemonstratedduringwildfires.
• Future opportunities to introduce sustainability-related perks will be explored based on customer preferences.
While our consumer research shows sustainability is currently a lower priority compared to quality and price, we see potential
for growth in this area over the medium to long term. As any risk increases as outlined above, so do our opportunities. Our agile
business model enables us to adapt quickly to emerging risks, and adapt our range quickly, including city breaks, long-haul and
alternative destinations; supporting our ability to respond to shifts in climate-related sentiment.
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Key:
Risk
Opportunity
High riskLow risk
Medium risk
R
O
Strategy continued
Impact on Business Strategy and Financial Planning
In the near term, climate-related risks and opportunities have minimal impact on the organisation’s businesses, strategy, and financial planning. In the medium to long term, they could have more
of an impact as the risk increases, which we will continue to monitor. In making the viability statement on page 59 we modelled a severe reduction in consumer demand caused by climate-related
concerns. Shifting climate-related consumer sentiment may also present opportunities, such as adapting the destination mix or highlighting lower-temperature alternatives (‘coolcations’), supported
by OTB’s flexible, asset-light model. The expansion into cities and long-haul markets supports this adaptability.
Risk and Opportunity Analysis
Carbon Pricing Consumer Sentiment Talent Retention Extreme Heat/Weather (Acute) Extreme Heat/Weather (Chronic)
R
Currently, there is no carbon pricing impacting
ouroperations.Nonewtaxesonflyinghave
been introduced, despite commitments to net
zero by 2050. The Labour Government has not
includedanysuchcommitmentsinitsmanifesto
pledges or Autumn budget.
Therefore, we do not foresee immediate impacts
onourbusiness,strategy,orfinancialplanning,
but we will continue to monitor the situation.
R
O
Currently, consumer sentiment
regarding climate issues does not
impact our operations. However,
we anticipate potential shifts in
sentiment in the medium term,
making it essential to monitor, at
whichpointitmayinfluenceour
businessstrategyandfinancial
planning if it becomes either an
opportunity or a risk.
R
In the short to medium term,
the impact on talent retention
is expected to be minimal.
While a small subset of
potential candidates may be
deterred by the nature of our
business, we believe this will
notsignificantlyaffectour
overall talent acquisition or
financialplanning.
R
Wehaveexperiencedextremeheat,wildfires,and
othersevereweatherevents,suchasflooding,
in certain destinations. Our well-documented
incidentmanagementplaneffectivelymitigated
operational impacts.
Consequently,nospecificlosseshavebeen
incorporatedintofuturefinancialplans,norhasthis
affectedstrategicdecisionsregardingdestinations.
This matter is under close review by the Climate
Change Committee and Executive Risk Committee.
R
O
Chronic extreme heat/weather risks
havenotyetaffectedthedesirability
of our destinations. Our agile business
model allows us to adapt swiftly to
shifts in consumer demand if this
situation arises, which could also
create opportunities to diversify our
destination mix or extend travel seasons
but with no current impact on our
business,strategy,orfinancialplanning.
Climate Scenario Analysis
In 2022, we conducted climate scenario analysis to assess the potential impacts of climate change risks and opportunities on our business and to evaluate the resilience of our strategy under various climate
outcomes.ThescenarioswerebasedontheNetworkforGreeningtheFinancialSystem(‘NGFS’)frameworkandwereselectedtoalignwithTCFDbestpractices.Thefollowingthreescenarioswereconsidered:
Net Zero 2050 Divergent Net Zero Current Policies
This ambitious scenario limits global warming
to1.5°Cthroughstringentclimatepoliciesand
innovation,achievingnetzeroCO₂emissions
around 2050. Physical risks are relatively low, but
transition risks are high.
Similar to the Net Zero 2050 scenario, this scenario also reaches
net zero by 2050 but assumes higher costs due to inconsistent
policies across sectors and a quicker phase-out of fossil fuels.
Transition risks are considerably higher compared to the Net Zero
2050 scenario.
This scenario represents a business-as-usual approach, preserving only currently
implemented policies. It leads to high physical risks and is projected to result in approximately
3°Cofwarmingby2080.
The analysis focused on the 30 years from 2022, aligning with governmental regulatory aspirations for net zero by 2050.
Exposuretoclimate-relatedrisksvariessignificantlyacrossscenarios.PhysicalrisksareheightenedintheCurrentPoliciesscenario,whiletransitionrisksaremorepronouncedintheNetZeroscenarios.
Notably,carbonpricingcouldhavesubstantialfinancialimplications,particularlyinNetZeroscenarios,thoughthepotentialimpactofphysicalrisksremainssignificantanddifficulttoquantify.
We plan to update the climate scenario analysis during FY26. At present, we believe our strategy to be resilient in the three scenarios explored.
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Sustainability continued
Here for the planet continued
Risk Management
Identifying Climate-related Risks
Our processes for identifying and managing climate-related risks are integrated into our overall risk management framework, overseen by the ERC.
Climate-related risks are assessed using the same approach as other risks within our risk management system. A broader review of the climate risk framework will take place in FY26 alongside
refreshed scenario analysis.
Assessing Climate-related Risks Managing Climate-related Risks
Climate change is evaluated during our principal risk assessment process. Currently,
we do not view climate change as a principal risk that could fundamentally alter the
demand for our holidays or our operational capacity. However, it is acknowledged as
arelevantfactoraffectingseveralstrategicrisks,includingoperationaldisruptions,
talent management, customer demand, brand perception, regulatory compliance, and
financialliquidity.
To identify priority climate-related risks, we conducted workshops with key stakeholders to understand the operational
implicationsofeachrisk.Thisledtotheidentificationoffivepriorityrisks,whichwereassessedbasedontheirpotentialimpact
and likelihood. The ERC reviews these risks biannually, ensuring they are incorporated into the existing departmental risk
registers, each with assigned risk owners.
The ERC receives regular updates from risk owners, including detailed reports from the Climate Change Committee on issues
suchasextremeheatandweatherrisks.Thesereportscoveroperationalandfinancialimpactsandoutlineplanningmeasuresfor
futureriskmitigation.Throughthisstructuredapproach,wemaintainoversightandensurethatclimate-relatedrisksareeffectively
managed within our overall risk management strategy.
Risk: Carbon Pricing Risk: Consumer Sentiment Risk: Talent Retention Risk: Extreme Heat/Weather
(Acute)
Risk: Extreme Heat/Weather
(Chronic)
Category: Transition Category: Transition Category: Transition Category: Physical Category: Physical
Description: Carbon taxation may be
directed either at the Group’s direct
operations, or in the form of increased
taxation across the aviation sector. This
could increase our cost base.
Description: Change in consumer
sentiment may impact demand if aviation
is seen as a “problem” sector. This could
impact the Group’s addressable market
and revenues.
Description: Changing perception of
current/prospective employees towards
businesses with exposure to carbon
intensive industries may create retention
or attraction risks.
Description:Disruptionfromwildfires
orfloodsclosetoeithermajortransport
hubs or holiday destinations could cause
potentialrevenueloss.Wildfiresorfloods
may change the relative desirability of
certain destinations which potentially
could impact revenues.
Description: Prolonged periods of
extreme heat or weather may change
the relative desirability of certain
locations and may cause a decrease
indemandif“staycations”become
morepopular.
Time horizon:
Medium to Long
Time horizon:
Medium to Long
Time horizon:
Medium to Long
Time horizon:
Short to Long
Time horizon:
Short to Long
Financial implications:
Low
Financial implications:
Low
Financial implications:
Low
Financial implications:
Low
Financial implications:
Low
Likelihood:
Low
Likelihood:
Medium
Likelihood:
Low
Likelihood:
Medium
Likelihood:
Medium
Methodology:
A range of potential costs were modelled
based on assumed emissions growth
and projected carbon price within
thescenarios
1
.
Methodology:
Difficulttocurrentlyquantifyasabroad
range of outcomes are possible based
on technological innovation and public
opinion on air travel.
Methodology:
Cost based on assumed attrition rate
increases due to broader sustainability
concerns relative to baseline.
Methodology:
Difficulttoquantify–broadrangeof
outcomes based on impact of physical
risk and customers’ willingness to
acceptthese.
Methodology:
Difficulttoquantify–broadrange
of outcomes based on localised
temperature rises and customers’
willingness to accept these.
1. Carbon prices were derived from an average of the outputs of GCAM5.3, MESSAGEix-GLOBIOM 1.1 and REMIND-MAgPIE 2.1-4.2 models for the European Economic Area (or similar), sourced from the NGFS Scenario Explorer.
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Metrics and Targets
Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk management process
Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (‘GHG’) emissions, and the related risks
Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance
against targets
The most relevant metrics, on which we report annually, are our GHG
emissions and carbon intensity ratios. These are key metrics which are
relevant to a number of climate-related risks and opportunities and
provide a clear view of the Group’s footprint.
On Extreme Heat (Acute) Risk, the ERC receives a report from the
Climate Change Committee on the number of climate-related weather
eventsduringtherelevantperiodandthefinancialimpactofthose
events. This supports monitoring of potential operational disruption,
although the impact to date has been minimal.
On Customer Sentiment Risk, the ERC reviews qualitative indicators
that can act as a barometer of customer demand for the holidays
we sell. These include licensed ATOL passenger data and external
indicators such as Google trends. These sources help assess whether
climate-relatedsentimentisaffectingdemand;nosuchimpacthas
been observed to date.
On Talent Retention Risk, there are a number of metrics which
are monitored more generally by the business including voluntary
employee turnover, and the HIVE engagement score. There is
currentlynoevidencethatclimate-relatedissuesareaffecting
attraction or retention, and therefore no dedicated climate-
specifictalentmetricsarerequiredatthisstage.Wewillkeep
thisunderreview.
The Group reports on its Scope 1 and 2 emissions and, to the extent
requiredbySECR,Scope3emissions(inrelationtogreyfleet)as
disclosed on page 44. The Group has also disclosed information
about its total emissions inventory including Scope 3 on page 42.
The Scope 3 analysis was last performed in FY24 in relation to FY23
data. This analysis will be repeated in FY26 in relation to FY25 data
to assist the Company with its preparations for the UK Sustainability
Reporting Standards.
The main risk surrounding our operational emissions is potential
exposure to carbon pricing. A carbon tax imposed on our direct
operations is unlikely to have a material impact on the business under
all scenarios. However, a carbon tax applied to our full Scope 1–3
emissions would have a substantial impact, though is considered
highly unlikely.
In FY25, Scope 1 and 2 emissions fell by 94% compared with the
FY23baseline,primarilyduetotheclosureofourWorthingoffice
andenergy-efficiencyimprovementsatourManchesterheadoffice.
Emissionsintensityalsoreducedmaterially,fallingto0.85tCO₂eper
£mrevenueand0.18tCO₂eperfull-timeemployee.Thesechanges
mean that operational emissions are now extremely low, and
associated climate-related risks remain minimal.
As noted on page 42, the Group set an internal target to reduce
Scope 1 and Scope 2 emissions by 42% by 2030, aligned with the
ambition of the Paris Agreement. In FY25, Scope 1 and 2 emissions
fellby94%fromtheFY23baseline,significantlyexceedingthe
level of reduction required to meet this target. The formal target
date remains 2030, and we will continue to monitor and report
performance against it. Performance against this target is shown
onpage42.
Given the Group’s very low operational emissions and the nature of
our asset-light business model, we do not consider it necessary to set
additional climate-related targets at this stage. As part of preparations
for the forthcoming UK Sustainability Reporting Standards (‘UK SRS’),
we will undertake refreshed analysis in FY26, including an updated
Scope 3 assessment and climate scenario analysis. This work will
strengthen our understanding of our wider value chain emissions
and support continued transparency in reporting progress against
our existing 2030 target. Our rationale for not pursuing formal SBTi
validation remains unchanged.
Key:
Risk
Opportunity
High riskLow risk
Medium risk
R
O
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Sustainability continued
Governance
Anti-corruption and bribery
We are committed to operating ethically and employees do
not actively seek gifts or favours from any of our suppliers, or
from other persons or organisations that we associate with.
We have top-level commitment to anti-bribery and corruption,
and ensure all employees behave professionally, fairly and
with integrity in all our business dealings and relationships
whereverweoperate,andimplementandenforceeffective
systems to counter bribery. We are set up to fully support
our employees, should they need to raise concerns about
unethical, criminal or dangerous activities within the Group,
andassuchprovideaconfidentialwhistleblowingtelephone
line, through an independent and impartial organisation.
Human rights and modern slavery
We are committed to supporting human rights through our
compliance with national laws and through our internal
policies which adhere to internationally recognised human
rights principles.
We have a zero-tolerance approach to any form of modern
slavery. We are committed to acting with integrity and
transparency to help eradicate any modern slavery in
our business and supply chain. We maintain an Anti-
SlaveryandHumanTraffickingpolicyandinaccordance
withtheModernSlaveryAct,theGrouphasamodern
slaverystatementwhichcanbefoundonourwebsite
www.onthebeachgroupplc.com/people/responsibility.
We safeguard our employees through a framework of policies
and statements including anti-slavery, equality and diversity
and data protection policies.
Supply chains
We expect all suppliers to uphold high ethical and legal
standards and to implement a zero-tolerance approach to
slavery,forcedlabourandhumantrafficking.OurSupplier
Code of Conduct sets clear expectations for responsible
business practices, including compliance with applicable laws,
fair working conditions, and respect for human rights. All hotels
are required to complete self-assessment audits covering
compliance with legal, ethical and safety requirements, and
we work collaboratively with suppliers to address any areas
for improvement. Through these measures, we aim to promote
integrity and sustainability throughout our supply chain.
Employee Code of Conduct
During FY26 we will launch a new Employee Code of Conduct,
setting out the standards and behaviours expected of everyone
at On the Beach. The Code will act as a practical guide to doing
business the right way, summarising our commitments to legal
compliance, integrity and respect and directing colleagues to
the Group’s key policies and procedures. It will help to embed
a consistent understanding of what responsible behaviour
looks like across the organisation and reinforce our culture of
transparency and accountability.
Data security and cyber resilience
As an online travel retailer serving millions of customers,
safeguarding data and maintaining resilient systems are
central to our business. We continue to strengthen our cyber
security capabilities through regular penetration testing,
incident response planning and mandatory employee training.
Our dedicated information security function monitors emerging
threats and ensures compliance with data protection laws,
including the UK GDPR. Cyber and data protection risks are
monitored throughout the year by the Executive team and
the Executive Risk Committee, with a formal update provided
annually to the Audit Committee as part of the Group’s risk
governance framework.
Whistleblowing
Our whistleblowing policy encourages employees to raise
any concerns about illegal or improper behaviour without
fear of victimisation, discrimination or disadvantage. We have
a whistleblowing telephone service run by an independent
organisation, allowing employees to raise concerns on an
entirelyconfidentialbasis.TheAuditCommitteereceives
regular reports on the use of the service and concerns raised,
however no whistleblowing reports have been received in
theyear.
We are committed to doing business the right way. Strong
governance underpins each of our ESG pillars, ensuring that
decisions are made responsibly, risks are managed effectively
and our people act with integrity in everything we do.
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The table below sets out where the information required to be disclosed under sections 414CA and 414CB Companies Act 2006 can be found in this Annual Report.
Reporting requirement Policies and standards
Where to read more in this report to understand the impact on the business,
and the outcome of applying our policies
Environmental
matters
TheCompanydoesnothaveaspecificpolicyonenvironmentalissues,however,moreinformationonourbusinessimpactontheenvironmentcanbefoundinthe
Sustainability report, on page 28, which also contains the statutory carbon emission and energy data on page 44.
Employees • Equality and diversity policy
• Board diversity policy
• Whistleblowing policy
• HRpoliciesincludingadoptionleave,parentalleave,flexibleworking
• Health and safety policy
• Staffhandbook
• Sustainability, page 28
• Stakeholder engagement and s.172 statement, page 78
• Principal risks and uncertainties, page 54
• Gender Pay Gap report
www.onthebeachgroupplc.com/people/responsibility
Social matters • Health and safety policy
• Staffhandbook
• Sustainability, page 28
• Stakeholder engagement and s.172 statement, page 78
Human rights • Modern slavery statement
• Anti-slaveryandhumantraffickingpolicy
• Data retention and destruction policy
• Data handling and data quality policy
• Employee data privacy policy
• Sustainability, page 28
Anti-corruption
and anti-bribery
• Anti-bribery and anti-corruption policy
• Whistleblowing policy
• Staffhandbook
• Sustainability, page 28
• Audit Committee report, page 88
Business model • Business model, page 16
Non-financial KPIs • Non-financialkeyperformanceindicators,pages22to23
Description of principal risks • Principal risks and uncertainties, page 54
Certain Group policies are not published externally.
TheCompany’sStrategicReport,setoutonpages01to60,wasapprovedbytheBoardon1December2025andsignedonitsbehalfby:
Shaun Morton
ChiefExecutiveOfficer
1 December 2025
Non-financial and sustainability information statement
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Governance
Risk report
Approach to risk management
Risk is an inherent part of our activities and it is imperative that sound risk management is embraced across the whole Group.
Effectiveriskmanagementallowsustoidentify,monitorandmitigaterisksinlinewithourriskappetitesothattheGroupcan
deliver on its strategic objectives and ensure long-term sustainable growth.
Risk appetite
The Group’s risk appetite, set by the Board, sets out how we balance risk and opportunity in pursuit of our strategic objectives
and establishes clear parameters in which departments and the Executive team can work and succeed.
Our risk appetite statements have been developed in relation to each category of risk and are aligned to our strategic objectives.
Thestatementsareusedtoguidedecision-makingastowhetherariskiswithinriskappetiteornotandisrecordedinthe
principal risk register for each risk.
Risk management process
Thefollowingriskmanagementprocessisappliedwhenidentifyingrisksthatcouldimpactthebusiness:
Readiness for Provision 29
(material controls)
Provision 29 of the 2024 UK Corporate Governance
Code will apply to the Company from FY27. We are
running a phased programme to identify and document
the Group’s material controls, with governance through
a working group reporting to the Executive Risk
Committee (ʻERCʼ) and Audit Committee. We will provide
anupdateonprogressinnextyear’sAnnualReport.
Emerging risks
In addition to the principal risks, the Executive Risk Committee
and Board also consider emerging risks as part of their reviews.
These are risks that, whilst not currently believed to be principal
risks to the Group, are clearly important to us and could have
asignificantimpactontheabilityofthebusinesstofulfilits
strategic objectives in the future.
Link to strategy
Foreachriskhighlighted,wehavespecifiedthestrategic
pillars to which these risks relate.
Theseare:
1 Stickiness
2 Choice
3 Peace of mind
4 Scale and automation
Risks are compared against
appetite to distinguish
acceptable exposures from
those requiring enhanced
controls, enabling prioritised
action and monitoring.
Each risk is evaluated and
rated to determine potential
impact on the achievement
of the operational plan,
business objectives and key
deliverables and the need
for any mitigating actions.
A forward-looking
assessment that considers
emerging risks over the next
12–24 months as well as
risk arising from changes
in operations.
Risk Evaluation
and Control:
Risk Assessment:
Risk Identification:
Risk management
52
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Risk managementRisk report
Board
Executive Risk Committee
Executive Team
AI Risk Committee Climate Risk Committee
Audit Committee Remuneration Committee
Customer Health & Safety CommitteeEmployee Health & Safety Committee
Nomination Committee
Treasury Committee
Risk Governance Framework
• Overall responsibility for risk oversight and maintaining a risk management
and internal control system
• Determines the extent of risk the Group is willing to take through the agreement
of risk appetite statements having regard to the internal and external environments
in which we operate
• Dedicated to the oversight and governance of risk • Monitors the risk registers in place across the business • Ensuresidentificationandescalationofriskand
provides updates to the Audit Committee
• Led by the CEO and responsible
for the day-to-day management
of the business
• Owns and embeds risk management
across the Group, reviewing the
StrategicRiskRegistertwiceayear
• EachExecutivemeetswiththeRisk
function to assess functional
risks for escalation
• Considers reports from the Executive
RiskCommitteeandensuresactionsare
taken before matters are escalated to
theAuditCommitteeandtheBoard
• AssiststheBoardinfulfillingtheirrisk
oversight and management duties
• Particular focus on escalated risk
• Monitorstheadequacyandeffectivenessofthe
internal controls and risk management systems
• OverseestheGroup’sapproachtoemployee
health, safety and wellbeing ensuring compliance
with legislation
• Monitors health and safety standards in
place with suppliers ensuring that risks are
identifiedandmitigated
• OverseestheGroup’scompliancewiththe
Treasurypolicyensuringfinancialresilienceand
alignmentwiththeBoard’sriskappetite
• OverseestheGroup’suseofartificialintelligence
• EnsuresthatAIadoptionissafe,ethicalandalignedwiththeGroup’svalues,
whilstsupportinginnovationandefficiency
• OverseestheGroup’sapproachtoclimate-relatedrisksandopportunities
• SupportsdeliveryoftheGroup’ssustainabilitycommitmentsandensuresalignment
withtheGroup’slong-termstrategy
• Ensures remuneration structures support talent
attraction and retention while aligning reward with
strategy delivery and risk management
• ReviewsBoardcomposition,successionplanningand
executive talent pipeline to mitigate key person risk
andensurecontinuityofeffectivegovernance
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Changes to our principal risks
The Group’s principal risks have remained largely the same as those disclosed in the 2024
Annual Report and Accounts. Where the Board believes there is a change in the direction
of travel of a principal risk, the rationale is disclosed below. While one risk is assessed as
havingincreasedandonedecreased,theBoardconsidersthattheGroup’soverallriskprofile
remains stable, with strong mitigations and governance frameworks in place to manage any
heightenedareas.
Customer Risks
1. Demand
Risk Owner: CMO
Link to strategy
 
Risk and impact
• 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.
• While booking patterns have shifted
later as consumers show more
caution, overall demand for holidays
remains strong and resilient, so the
riskprofileisunchanged.
Mitigation
• Ourflexiblepaymentarrangements
enable customers to spread the cost
of their holiday.
• Weofferfinancialprotectionthrough
ATOL bonding and consumer trust
account arrangements. ABTA membership
strengthenscustomertrustandconfidence.
• Our asset-light model allows us to be
dynamic and responsive — we can adapt
holiday locations quickly to mitigate climate
risks and align with customer demand.
• Ongoing investment in brand, perks and
customer experience helps maintain
strong consumer demand for our holidays.
Direction
of travel
2. Safety
Risk Owner: General Counsel
Link to strategy
 
Risk and impact
• 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.
• We can be held liable in damages
for death/personal injury or illness
sufferedbycustomersthatarethe
fault of any suppliers.
• Theriskprofileremainsunchanged,
with robust supplier monitoring
and established health and safety
processes in place.
Mitigation
• We have public liability insurance in place
to cover our risks as a package organiser
as well as thorough claims reporting,
investigation and handling processes.
We also have indemnities with most
suppliers to enable recovery.
• We regularly review our health and
safety management system; this is led
by an experienced health and safety
professional. We also work with suppliers
to ensure that customers’ health and
safety is monitored throughout the
supply chain.
Direction
of travel
Stickiness Choice Peace of mind Scale and automation
Strategic pillars:
Principal risks
54
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Principal risks
Operational Risks
4. Operations
Risk Owner: CMO
Link to strategy
 
Risk and impact
• 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.
• While the external environment remains
volatile, the Group’s operational risk
profileisunchangedduetoenhanced
crisis planning and resilience measures
implemented during the year.
Mitigation
• Customer incident management
processes are in place to identify and
respond to a wide range of incidents.
• A company-wide Crisis Management
Playbook has been embedded,
consolidating crisis, business continuity
and disaster recovery plans, which will be
regularly reviewed and tested.
• Incident response plans are updated
onanongoingbasistoreflectlessons
learned and emerging risks.
Direction
of travel
5. Talent
Risk Owner: CPO
Link to strategy
 
Risk and impact
• 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.
• While the talent market is becoming
increasingly competitive, the overall
riskprofileisunchangedastheGroup
continuestobenefitfromastrong
employee proposition.
Mitigation
• A positive, informal and open culture
provides a supportive environment
for employees, with a strong focus on
engagement (see "Here for people"
section on pages 30 to 37).
• Remuneration tools are regularly
reviewed, including salary, bonus, share
schemes and enhanced policies, as
described in more detail in the Directors’
Remuneration Report.
• Investment in leadership development,
succession planning and skills in critical
areas such as digital and AI.
Direction
of travel
Customer Risks continued
3. Brand and Consumer Proposition
Risk Owner: CMO
Link to strategy
 
Risk and impact
• The Group relies on the strength of
its brand, reputation and customer
propositiontodifferentiateitselfand
drive bookings.
• Adverse publicity or reputational
damage could reduce goodwill and
demand, impacting competitiveness
and market position.
• Competitive intensity in the market has
increased during the year, particularly
with vertically integrated airlines
expandingtheirholidayofferings,
alongside rising customer expectations
on value and digital experience. The
Group already considers the potential
impact of this risk to be considerable,
therefore there is no change to its
direction of travel despite the changes
in the external risk landscape.
Mitigation
• Continued investment in brand awareness
and consideration through online and
offlinemarketingandPRcampaigns.
• Ongoing enhancements to customer
experience including improvements
to our app, self-serve capabilities, and
perksproposition.
• Dedicated internal and external PR
advisers to manage reputation and
brandrisk.
• Regular monitoring of customer
satisfaction through NPS score,
supported by further investment in
thisarea.
• Expanded choice for our customers,
including city breaks and the launch
of our Ireland website and app.
Direction
of travel
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Technology Risks
8. Cyber Security
Risk Owner: CPTO
Link to strategy
 
Risk and impact
• 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.
• Duringtheyear,theriskprofilehas
increased due to a rise in sector-wide
cyberincidents(includinghigh-profile
breaches at other UK retailers) and the
evolving threat landscape created by
rapid AI adoption.
Mitigation
• Security standards & compliance:
Security policies and technology align
with recognised frameworks (e.g. NIST)
and PCI DSS; the PCI DSS cardholder
environment is kept secure.
• Threat detection & response: 24/7
Managed Security Service Provider in
place for continuous monitoring and
incident response.
• Information security & privacy:
Dedicated Information Security team
in place; DPO oversight with routine
reporting; colleague training on
information security and data protection.
• Crisis preparedness: Business continuity
and disaster recovery are consolidated
within the Crisis Management Playbook,
which includes security-incident runbooks,
testing protocols and simulation exercises;
scenario exercises are scheduled to
validateresponseandrecovery.
• Risk transfer: Cyber insurance
ismaintained.
• Technology hosting: Core systems are
hosted on AWS to support resilience,
scalability and security.
• AI governance & controls: An AI policy
is in place with audits and monitoring;
the AI Governance Committee reviews
and oversees new and existing AI tools
to mitigate deployment risks.
Direction
of travel
Operational Risks continued
6. Supply – Major Airline Failure
Risk Owner: CFO
Link to strategy
 
Risk and impact
• 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.
• While airline failures remain a sector
risk, the Group’s experience and
contingency arrangements mean
theoverallriskprofileisunchanged.
Mitigation
• Detailed and well-rehearsed plans are
in place to respond to airline failures,
drawing on experience from Monarch
and Thomas Cook.
• Access to a (recently increased)
revolvingcreditfacilityensuressufficient
funds are available to refund or rebook
customer holidays.
• Themajorityofflightsarepaidforusing
cards that provide chargeback rights.
• The Treasury Committee conducts
quarterly reviews of counterparty limits
and credit ratings of major suppliers.
Direction
of travel
7. Flight Supply
Risk Owner: CFO
Link to strategy
 
Risk and impact
• 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.
• The risk was reduced last year
following the new Ryanair agreement,
and while competitive dynamics remain
a factor, overall airline capacity from UK
departure points is currently strong, so
theGroup’sriskprofileisunchanged.
Mitigation
• The Group has established strong
partnerships with several airlines.
• Proprietary technology, including
innovations such as self-book,
supportsresilienceandflexibility
insourcingflights.
• Ongoing dialogue with regulators
and industry bodies to support fair
accesstoairlinesupply.
Direction
of travel
Stickiness Choice Peace of mind Scale and automation
Strategic pillars:
56
On the Beach Group plc Annual Report and Accounts 2025
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Principal risks
Technology Risks continued
9. Innovation, Transformation and Scalability
Risk Owner: CPTO
Link to strategy
 
Risk and impact
• 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.
• During the year, there has been
volatility in the external risk landscape
given the speed of external change
and expanding use cases, which raise
delivery and adoption challenges
even as capability improves. However,
as the Group already considers the
potential impact of this risk to be high,
there is no movement to its current
direction of travel.
• While technology and search are
evolving quickly, our scaled AI usage,
continuous platform modernisation
and delivery governance have kept
execution risk stable, so the overall
risk is unchanged.
Mitigation
• AI tool deployment at scale:
Widespread use of approved AI tools
across the business is improving
throughoutandreducingmanualeffort,
helping the platform and teams scale
moreefficiently;accessandusage
are governed under our AI policy and
committee oversight.
• Business process automation:
Progressive AI-enabled automation
programme to remove manual steps
and reduce operational dependencies.
• AI product integration: Live AI
applications across multiple use cases
(e.g. customer interactions and internal
tooling), with lessons learned feeding
future roll-outs.
• Infrastructure modernisation: Ongoing
investments in architecture, APIs, data
pipelines and scalability foundations to
support future AI workloads and growth.
• External validation & advisory:
Targeted third-party benchmarking and
independent advice to test strategy and
surface blind spots.
• Governance & oversight: Monthly
innovation KPIs reported to the CPTO;
the AI Governance Committee and
Executive Risk Committee provides
structured oversight and accountability.
Direction
of travel
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Other Risks
10. Laws and Regulations
Risk Owner: General Counsel
Link to strategy
 
Risk and impact
• 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.
• Regulatory change and enforcement
haveintensified—includingthe
DMCC Act, the EU Accessibility Act
and ECCTA. As part of its increased
scrutiny of drip pricing, the CMA
issued advisory letters to a number
of businesses across the sector.
The Group is progressing work to
ensure alignment with the CMA’s
guidance and evolving regulatory
expectations. The overall risk rating
remains high but well managed and
effectivelymitigated.
Mitigation
• Horizon scanning & advice: Ongoing
monitoring by the in-house Legal team
with support from external advisers;
escalation through the ERC (which reports
to the Audit Committee twice yearly).
• Compliance framework: Annual gap
analysis and policy refreshes to keep core
controls current. Focused workstreams to
address any areas of risk.
• Training & guidance: Ongoing colleague
training and guidance on key risk areas
(including mandatory training).
• Policy advocacy & regulatory
engagement: We take an open,
transparent and collaborative approach
with government, regulators and industry
bodies to inform proportionate reform and
constructive engagement with regulators
on compliance.
Direction
of travel
11. Financial Risk and Liquidity
Risk Owner: CFO
Link to strategy
 
Risk and impact
• 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.
• Seasonality and the Group’s
low-deposit proposition require
disciplined working capital
management; cash held in trust is
ringfenced and not available for
generalcorporatepurposes.
• During the year, this risk decreased
followingasuccessfulrefinancinginto
a new four-year £120m facility (with
£30m accordion), improved pricing
and a stronger cash position at
year-end, enhancing headroom
andtenor.
Mitigation
• New £120m multi-bank facility (plus
£30m accordion) provides enhanced
capacity and tenor; covenants
monitoredroutinely.
• The model is cash generative; trust
account arrangements protect customer
funds while treasury actively manages
working capital needs.
• Group treasury policy in place covering
liquidity, FX and interest-rate risks;
regular budgeting/forecasting, stress
testing and Treasury Committee/
Boardoversight.
Direction
of travel
Stickiness Choice Peace of mind Scale and automation
Strategic pillars:
58
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Scenario 1 – Airline failure
Link to risk
Major Airline Failure
Although the Group does not expect another airline failure in the immediate future, the possibility
remains that another supplier could fail leading to a large exceptional cost to cover the necessary
refunds to customers and any other related costs. This model was thoroughly tested in FY19 whilst
dealingwiththeThomasCookfailureandtheGroupremainsconfidentthattheshort-termcash
impact, before our chargeback claim is processed, can be covered by existing cash reserves.
The Group has reviewed the list of its airline suppliers and does not consider any major airlines to
be notable failure risks. The Group has modelled the impact of one of its larger suppliers failing to
consider the impact of refunding customers and reclaiming refunds on the cash balance in addition
totheimpactonprofitabilitywhilsttheGroupfindsalternativesupply.InanyeventtheGroup
remains prepared for such a failure through the combination of this hypothetical planning process
and its recent experience of dealing with actual airline failures.
Scenario 2 – GDPR fine or other major one-off cost
Link to risk
Non-compliance with Laws and Regulations
AseriousGDPRbreachcanattractafineof€20mor4%ofturnover,whicheverisgreater.
FortheCompany,thiswouldbe€20m(£17m).TheGrouptakesdataprotectionveryseriouslyand
aseriesofcontrolsandmonitoringisinplacetoensurecompliance.Theimpactofsuchafinehasbeen
considered.Thisscenariowouldalsocapturethepotentialfinancialconsequencesofaseriouscyber
incident, including incident response costs, regulatory penalties or compensation payments.
TheGrouphasconsideredthecashheadroomoverthenextfiveyears,aswellastheimpactin
customerconfidencefollowingabreachandiscomfortablethatsuchafinewouldnotjeopardise
the viability of the Group.
Scenario 3 – Severe reduction in consumer demand caused by macro-economic
factors or changing attitudes to flying due to environmental concerns
Link to risk
Demand
There is a risk there is a prolonged impact to consumer demand as a result of the ongoing cost-of-
living crisis in the UK and weakened pound. This could be caused by a number of factors including
affordability,changingattitudestoflyingoratemporarylossofconsumerconfidencefollowinga
cyber incident. This would inhibit the Group’s ability to generate revenue and cash in this regard.
There is also a risk that environmental concerns may result in a reduction in consumer demand as
consumers may choose to travel less frequently or certain destinations may become less desirable
duetoextremeweathereventssuchasheatwavesandresultingwildfires.
The Group has considered the impact to cash and revenues of operating in an environment where
bookingsdecreaseby20%year-on-year.Whilstprofitabilitywouldbeimpacted,theGroupwould
continuetogeneratebothprofitsandcashthroughoutthisperiod.
Scenario 4 – Limitations on innovation, transformation and scalability
Link to risk
Innovation, Transformation and Scalability
There is a risk that if the Group cannot keep up with growing demand or doesn’t innovate to adapt to
customers, this will impact the growth of the Group. The Group is continuously investing in technology
along with focusing on recruiting and retaining talent to drive innovation and transformation.
The Group has considered the impact to cash and revenues if the Group is unable to cope with
peak customer demand experienced in January resulting in capped bookings in combination with
restrictedgrowthinbookingsyear-on-year.Whilstprofitabilitywouldbeimpacted,theGroupwould
continuetogeneratebothprofitsandcashthroughoutthisperiod.
TheoutputoftheGroup’sstrategicandfinancialplanningprocessreflectstheBoard’sbest
estimate of the future prospects of the business. To make the assessment of viability, however,
additional scenarios have been modelled over and above those in the ongoing plan, based upon a
number of the Group’s principal risks and uncertainties which are documented on pages 54 to 58.
These scenarios were overlaid into the plan to quantify the potential impact of one or more of
these crystallising over the assessment period. Whilst each of the Group’s principal risks has
Assessment of viability
a potential impact and has therefore been considered as part of the assessment, only those
that represent severe but plausible scenarios have been modelled. As part of this review, the
Directors also considered the Group’s increased exposure to cyber threats and the potential
operationalandfinancialimplicationsofasignificantcyberincident.Althoughnotmodelledas
astandalonescenario,theimpactsofsuchanevent(majorone-offcost,fineoratemporary
reductionincustomerconfidence)arecapturedwithintheseverebutplausiblescenarios
presented below.
Viability statement
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The above scenarios are designed to allow the Group to
review the maximum impact that such situations could have,
forinstancethemaximumfineorthefailureofamajorsupplier,
in order to consider situations which could threaten its viability
should they arise. However, as described above, there are
controls and monitoring processes in place to allow us to
observe the likelihood of these scenarios occurring and also
to ensure we are best prepared to mitigate the impact on
thebusiness.
The planning process has indicated that through a mix of the
available reserves, the Group’s banking facility and real world
experience of dealing with similar situations in the past, that
it would be capable of absorbing the potential impact on the
business and remain a viable going concern.
In forming this conclusion, the Directors also took into account
the Group’s strengthened cyber controls and monitoring
processes, together with the potential impact of an extreme
cyber incident being covered within the severe but plausible
scenarios modelled.
Viability statement
Based on their assessment of prospects and viability above,
theDirectorsconfirmthattheyhaveareasonableexpectation
that the Group will be able to continue in operation and meet
itsliabilitiesastheyfalldueoverthefive-yearperiodending
30 September 2030.
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 new 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 twice 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 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 the 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.
Shaun Morton
ChiefExecutiveOfficer
1 December 2025
Viability statement continued
On the Beach Group plc Annual Report and Accounts 2025
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Governance
62 Chair’s introduction
64 Directors’ biographies
68 Corporate Governance statement
78 Stakeholder engagement
82 ReportoftheNominationCommittee
88 Report of the Audit Committee
94 Directors’ Remuneration report
124 Directors’ report
129 Independent auditor’s report
135 StatementofDirectors’responsibilities
61
Strategic Report Governance Financial Statements Additional Information
Governance
Compliance with the UK Corporate Governance Code
The Board has continued to uphold high standards of corporate governance throughout the
year. During FY25, we complied with all relevant principles and provisions of the 2018 UK
Corporate Governance Code, with the exception of Provision 11 between 28 September 2024
and 10 January 2025, when David Kelly ceased to be considered independent under the Code.
David retired from the Board on 10 January 2025 and was succeeded by Victoria Self, who
was appointed as an independent Non-Executive Director on 3 February 2025. From that date,
compliancewithProvision11wasrestored.TheBoardwassatisfiedthatitsoverallbalance,skills
andeffectiveoperationweremaintainedduringthisperiod.
Lookingahead,the2024versionoftheUKCorporateGovernanceCodewilltakeeffectfor
the Company from 1 October 2025 (‘FY26’), with the exception of Provision 29, which will
apply from 1 October 2026 (‘FY27’). The Board is proactively preparing to ensure compliance
withtheupdatedCode,reaffirmingourongoingcommitmenttothehigheststandardsof
corporategovernance.
Chair’s introduction
I am pleased to present
our Corporate Governance
report forFY25.
Richard Pennycook
Chair of the Board
This report outlines the governance structures and
practices that continue to support effective decision-
making and accountability across the Group. It also
summarises the work of the Board and its Committees
over the year, demonstrating our ongoing commitment
to strong governance.
Effectivegovernanceremainscentraltooursuccess,
enabling the delivery of our strategy and long-term
value for stakeholders.”
Richard Pennycook
Chair of the Board
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Chairman’s intro to Governance
Shareholder engagement
The Board oversaw important shareholder engagement this year, particularly ahead of our General
Meeting in September to approve the new Remuneration Policy and Growth Plan. We greatly
value the time and insight of shareholders during that process, and I would like to acknowledge
the extensive engagement led by our Remuneration Committee Chair, Rt Hon Justine Greening.
Wewerepleasedtoreceivestrongsupportatthemeeting,withover80%ofvotescastinfavour.
Looking ahead, our next AGM is scheduled for 12 March 2026. We encourage shareholders to
actively engage with us, both ahead of and during the AGM, to ensure we continue to address your
priorities and deliver long-term value. Your feedback and insights are invaluable to the Board as we
shape the future direction of the business.
Board effectiveness
This year, we conducted a comprehensive internal evaluation of the Board’s performance,
ensuringthatboththeBoardanditsCommitteescontinuetooperateeffectively.Thefindings
and the methodology used in the evaluation are detailed on page 76.
Stakeholders
Ensuring ongoing engagement with our key stakeholders, including customers, employees, and
partners, remained a priority for the Board. Our Section 172 Statement on page 78 outlines how
stakeholder interests have been considered in our decision-making throughout the year.
Sustainability
SustainabilityandESGfactorscontinuetobeintegraltoourdecision-makingprocess,reflecting
the growing importance of these areas to our stakeholders. For further details, please see
pages 28 to 50.
Risk management
Wehavemadesignificantprogressinembeddingourenhancedriskmanagementsystem,which
bolsters our existing processes and provides greater assurance as we pursue our strategic goals.
This has enabled us to better navigate potential risks and uncertainties.
Conclusion
Inconclusion,IbelievetheBoardremainshighlyeffective.Ourgovernanceframeworkcontinues
toprovidearobustplatformfortheGroup’ssustainablegrowth,benefitingallourstakeholders.
Richard Pennycook
Chair of the Board of On the Beach Group plc
1 December 2025
Strategic Report Governance Financial Statements Additional Information
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Directors’ biographies
Non-Executive Directors
Richard Pennycook, CBE
Chair of the Board
Appointed to Board: 1 April 2019
Independent: Ye s
Listed Company Appointments: Boku Inc (Chairman)
Experience and contribution:
Richard Pennycook has served as Chair of the Board of On
theBeachsince1April2019,bringingsignificantexperience
from both private and public companies, particularly in the
retail and consumer sectors. His governance expertise,
developed through senior roles across fast-growing online
businesses and established PLCs, makes him an invaluable
asset to the Board.
Richard was previously Non-Executive Chairman of Howden
Joinery Group plc (2016-2022) and The Hut Group (‘THG’)
(2012-2018), where he played a key role in its growth as a
major online technology company. He also served as CEO
of The Co-operative Group (2013-2017) and held executive
roles at leading public companies, including Wm Morrison
Supermarkets plc and RAC plc.
With decades of PLC boardroom experience, Richard brings a
deep understanding of corporate governance, transformation,
and stakeholder engagement. His strong track record in
guiding businesses through transitions provides the Board
with valuable strategic insight and leadership.
D
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Elaine O’Donnell
Senior Independent Director
Appointed to Board: 3 July 2018
Independent: Ye s
Listed Company Appointments: SThree plc* and The
GymGroupplc(ineachcase,NEDandChairoftheAudit
and Risk Committee), and The Beauty Tech Group plc (Chair)
Experience and contribution:
Elaine O’Donnell is the Senior Independent Director and
Chair of the Audit Committee. Having served on the Board
since 2018, she is the Group’s longest-serving independent
Non-Executive Director, bringing continuity alongside deep
governance expertise.
A Chartered Accountant, Elaine was previously a partner at Ernst
&YoungLLP,specialisingincorporatefinanceandmergers
and acquisitions. This provided her with a strong foundation
infinancialoversightandstrategicgovernance,whichshehas
since applied across listed and private companies.
She has held senior non-executive roles at Games Workshop
Group plc, including Senior Independent Director and Chair,
and currently serves on the boards of SThree plc*, The Gym
Group plc and as Chair of The Beauty Tech Group plc, which
recently listed.
Elaine’sfinancialandgovernanceexpertisestrengthensthe
Board’soversightoffinancialreportingandriskmanagement,
while her broad sector experience in online retail, consumer
and regulated industries provides valuable insight to support
the Group’s long-term strategy.
NA R
Rt Hon Justine Greening
Non-Executive Director
Appointed to Board: 4 March 2021
Independent: Ye s
Listed Company Appointments: None
Experience and contribution:
Justine Greening joined the Board in March 2021, bringing
auniquecombinationofpolitical,financialandbusiness
experience. She served as a Member of Parliament for
Putney,RoehamptonandSouthfieldsfrom2005to2019,
including eight years as a Minister and six in Cabinet.
Since becoming Remuneration Committee Chair in 2023,
Justine has engaged deeply with shareholders, leading the
development of the Group’s new Remuneration Policy and
Growth Plan to support delivery of its strategy and Medium
Term Ambition. She brings a strong focus on inclusive
growth and social mobility, using her policy expertise to help
the Board consider the broader impact of its decisions on
stakeholders and society.
Alongside her Board role, Justine founded the Social
Mobility Pledge, a campaign to drive grassroots change
throughbusinessandhighereducation,reflectingherstrong
personal commitment to social mobility and opportunity.
Earlierinhercareer,shetrainedandqualifiedasaChartered
AccountantwithPriceWaterhousebeforeholdingfinanceand
strategy roles at SmithKline Beecham, GlaxoSmithKline and
AA/Centrica.
NA RNA R
Audit Remuneration Nomination Disclosure Committee Chair
NA
R D
Committee memberships:
* ElaineissteppingdownfromtheBoardofSThreeplcon31December2025.
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Directors’ biographies
Victoria Self
Non-Executive Director
Non-Executive Directors
Appointed to Board: 3 February 2025
Independent: Ye s
Listed Company Appointments: None
Experience and contribution:
Victoria Self joined the Board of On the Beach as
an Independent Non-Executive Director in February
2025andisamemberoftheAudit,Remunerationand
NominationCommittees.
She has over 25 years’ experience in senior roles across
digital and consumer-facing businesses. Victoria is currently
Managing Director of Player Experience at Entain plc, a global
digital gaming group, where she leads a 350-strong team
covering engineering, product and user experience. Prior to
Entain,shewasChiefProductOfficeratcomparethemarket.
com, overseeing product strategy and innovation. Earlier
in her career, she held leadership positions at Marks and
Spencer,Currys,CarphoneWarehouse,UrbanOutfitters
andMothercare.
With deep expertise in digital transformation, customer
engagement and product innovation, Victoria provides the
Board with valuable insight on technology and consumer
behaviour, strengthening its focus on sustainable growth
andlong-termstrategy.
NA R
Simon Cooper
Founder and Non-Executive Director
Appointed to Board: 17 August 2015
Independent: No
Listed Company Appointments: The Beauty Tech Group plc
(Non-Executive Director and Senior Independent Director)
Experience and contribution:
Simon Cooper founded On the Beach in 2004 and
transitioned to Non-Executive Director in June 2023 as part
of the Group’s CEO succession plan. As Chief Executive
for almost two decades, he grew the Company from a
start-up into one of the UK’s largest online package holiday
specialists, achieving rapid scale, strong brand recognition
and a successful IPO in 2015.
His entrepreneurial career began at university with the ski
holiday business On the Piste, which he sold to TUI before
going on to establish On the Beach. Alongside his role on the
Board, Simon is a Non-Executive Director of The Beauty Tech
Group plc, which recently listed, and also works with other
fast-growing, innovative businesses to help them scale.
As founder and entrepreneur, Simon brings deep sector
knowledge, digital expertise and strategic vision to the
Board, supporting the Group’s continued focus on growth
and innovation.
Veronica Sharma
Non-Executive Director
Appointed to Board: 1 September 2023
Independent: Ye s
Listed Company Appointments: None
Experience and contribution:
Veronica Sharma joined the Board as a Non-Executive
Director of On the Beach in September 2023 and also
serves as the Designated Non-Executive Director for
Employee Engagement. She brings extensive experience
in people leadership and organisational development
acrosshigh-growth,technology-enabledbusinesses.
Veronica is currently a Director of Org-Worx Ltd and an
Operating Advisor at Warburg Pincus, where she supports
portfolio companies on leadership, talent management,
andorganisationaleffectiveness.Sheisalsoanexecutive
coach, working with senior leaders to unlock potential and
drive performance.
Previously,VeronicawasGroupChiefPeopleOfficerat
Cazoo, leading its people strategy during rapid expansion
intofiveEuropeanmarkets.ShealsoheldseniorHRand
transformation roles at Photobox, Moonpig, and eBay.
Veronica’s expertise in cultural change, talent strategy and
business transformation strengthens the Board’s focus on
people and organisational development, supporting the
Group’s long-term growth and success.
NA R
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Directors’ biographies continued
Executive Directors
Zoe Harris
ChiefMarketingOfficer
Appointed to Board: 14 October 2022
Independent: No
Listed Company Appointments: None
Experience and contribution:
Zoe Harris joined On the Beach in January 2021 as Chief
MarketingOfficerandbecameaBoardDirectorinOctober
2022. She has been instrumental in building a more
customer-centric brand, leading initiatives such as Price
DropProtection,anindustry-firstguaranteethatgives
customersconfidencetheyaregettingthebestdeal,and
significantinvestmentincreativebrandcampaignsthathave
strengthened engagement and loyalty.
Before joining On the Beach, Zoe was CMO of GoCompare
and later CEO of Look After My Bills at GoCo Group, and
previously Group Marketing Director at Reach PLC, where
she transformed marketing across digital and print. Earlier in
her career, she held senior roles at MTV, Channel 5, WCRS
and NBC.
With deep expertise in brand building, performance marketing
and customer insight, Zoe ensures the Board’s marketing
strategydeliversbothcommercialimpactandadifferentiated
customer experience.
Audit Remuneration Nomination Disclosure Committee Chair
NA
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Committee memberships:
Shaun Morton
ChiefExecutiveOfficer
Appointed to Board: 17 July 2020
Independent: No
Listed Company Appointments: None
Experience and contribution:
ShaunMortonwasappointedChiefExecutiveOfficerof
On the Beach in June 2023, having previously served as a
Director of Finance from February 2018 and Chief Financial
OfficerfromJuly2020.SincebecomingCEO,hehasledthe
Group through a period of record performance and strategic
expansion, including the launch of city breaks, entry into the
Republic of Ireland, and the establishment of the Group’s
Medium Term Ambition.
He has also played a central role in resolving historic litigation
with Ryanair and converting this into a transformational
long-term partnership, while driving initiatives that have
strengthened the brand, advanced technology and
broadened the customer proposition, including growth in
premium and long-haul travel.
ShaunisaqualifiedCharteredAccountantwithexpertisein
financialplanning,strategy,andriskmanagement,combined
with an in-depth understanding of the Group’s operations and
the wider travel sector. Before joining On the Beach, he held
seniorfinancerolesatDeloitte,Asda,andghdhair.
D
Jon Wormald
ChiefFinancialOfficer
Appointed to Board: 30 June 2023
Independent: No
Listed Company Appointments: None
Experience and contribution:
JonWormaldbecameChiefFinancialOfficerofOnthe
Beach in June 2023 and has since played a key role in
strengtheningtheGroup’sfinancialposition.Hedelivereda
refinancingthatprovidesflexibilitytosupportdeliveryofthe
Group’s strategy and Medium Term Ambition, introduced a
disciplined capital allocation framework, and has overseen
significantreturnstoshareholders.Inadditiontohisfinance
responsibilities, Jon has recently taken on supply and
commercial,reflectinghisstrongperformanceandbroader
contribution to the business.
He joined from THG PLC, where he was CFO of THG Nutrition,
the world’s largest online sports nutrition brand, overseeing
financialperformanceandintegratedmanufacturing.Priorto
THG, Jon spent 11 years at the Co-operative Group Limited
inseniorM&Aandfinanceroles.AfellowoftheInstituteof
Chartered Accountants of England and Wales, Jon brings
financialdiscipline,strategicacumenandcommercial
oversight to the Board.
D
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Board composition as of 30 September 2025 Tenure in years
Simon Cooper
21
ElaineO’Donnell
7
RichardPennycook
6
Shaun Morton
5
Justine Greening
4
Zoe Harris
3
Veronica Sharma
2
JonWormald
2
Victoria Self
1
Chair of the Board
Independent Non-Executive Directors
Executive Directors
Non-independent Non-Executive Directors
Total number
of Directors
9
11%
44%
11%
33%
David Kelly served as a Non-Executive Director during the year, until he stepped
down on 10 January 2025.
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Contents Pages
Chair’s statement 62
Board of Directors 64
Governance structure 69
Board leadership and purpose 72
Designated Non-Executive Director for employee engagement 75
Shareholder engagement 73
Contents Pages
Board and Committee meetings 74
Division of responsibilities 74 to 75
Board composition 67 and 75
Appointments to the Board and succession planning 75
Contents Pages
Board composition 75
Board diversity, tenure and experience 67
Board, Committee and Director performance evaluation 76
Nomination Committee report 82
Contents Pages
Audit Committee report 88
Strategic Report – Risk Management 52 to 58
Fair, balanced and understandable Annual Report 88
Viability Statement 59
Contents Pages
Letter from the Chair of Remuneration Committee and Q&A 94
Remuneration for FY25 96
Summary of Remuneration Policy and Implementation for FY25 100
Annual Report on Remuneration 113
Compliance with the UK Corporate Governance Code
The principles of the 2018 UK Corporate Governance Code (the ‘Code’) emphasise the
importance of strong governance in supporting the long-term sustainable success of listed
companies. The Board is responsible for ensuring the Company has frameworks in place to
comply with the Code’s requirements.
This Corporate Governance section of the Annual Report sets out how we have applied the
main principles of the Code and complied with its relevant provisions. A copy of the Code is
available on the Financial Reporting Council’s website at www.frc.org.uk.
During FY25, the Company complied with all relevant principles and provisions of the 2018
UK Corporate Governance Code, with the exception of Provision 11 between 28 September
2024 and 10 January 2025, when David Kelly ceased to be considered independent under the
Code. David retired from the Board on 10 January 2025 and was succeeded by Victoria Self,
appointed as an independent Non-Executive Director on 3 February 2025. From that date,
compliance with Provision 11 was restored.
The Company is preparing for the transition to the 2024 UK Corporate Governance Code,
whichwillapplytotheCompanyfromFY26onwards.Inaddition,Provision29ofthe2024
Code,whichrelatestoreportingontheeffectivenessofmaterialcontrols,willapplytothe
Company from FY27. The Audit Committee report provides further detail on the Company’s
preparations for Provision 29 on page 90.
The table below sets out where further information on our compliance with the Code can
befound:
Corporate Governance statement
Code Section: Board Leadership and Purpose
Code Section: Division of Responsibilities
Code Section: Composition, Succession and Evaluation
Code Section: Audit, Risk and Internal Control
Code Section: Remuneration
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Corporate Governance statement
Board
Chaired by Richard Pennycook
The Board is responsible for overseeing the long-term sustainable success of the Company by setting purpose, values and
strategy, creating value for shareholders whilst taking account of the interests of wider stakeholders. It retains ultimate authority for
themanagementoftheGroupandformaintainingeffectivesystemsofriskmanagementandinternalcontrol.Certainmattersare
reserved for Board decision, with the full schedule available in the Corporate Governance section of the Company’s website.
Governance structure
TheBoardhasestablishedaneffectivegovernanceframework,asoutlinedbelow:
Audit
Committee
Remuneration
Committee
Nomination
Committee
Chaired by Elaine O’Donnell
The Audit Committee reviews and
reportstotheBoardonfinancial
reporting, internal controls, risk
management systems, whistleblowing,
internal audit, and the independence
andeffectivenessoftheexternalauditor.
Read the Audit Committee Report
on pages 88 to 92.
Chaired by Justine Greening
The Remuneration Committee is
responsible for setting remuneration for
the Executive Directors, the Chair and
senior management, and for reviewing
wider workforce pay to ensure alignment
with culture and long-term strategy.
Read the Remuneration Committee
Report on pages 94 to 123.
Chaired by Richard Pennycook
The Nomination Committee reviews the
Board’s structure, size and composition,
oversees succession planning, and
makes recommendations to the Board.
Read the Nomination Committee
Report on pages 82 to 86.
CEO and
Executive Team
The Board delegates day-to-day
management to the CEO, who is
responsible for commercial, operational,
riskandfinancialmatters,andfor
developing strategy for Board approval.
The Executive Team supports the CEO in
implementing Board-approved strategy
and is regularly invited to present to the
Board on relevant matters.
The Board has also established a
Disclosure Committee, which oversees
compliance with the Market Abuse
Regulation and determines when
information must be disclosed to the
market. Each Committee operates under
formal terms of reference available
on the Company’s website
(www.onthebeachgroup.co.uk).
Governance
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Board activities
Strategy Performance Risk management
and internal controls
Reviewing performance against the
Group’sstrategy and considered
opportunities to support long-
termgrowth
Monitoring delivery of financial
andoperational performance
Overseeing risks, controls and
ITsystems to safeguard resilience
Ensuring high standards of
governance and compliance
withlegal obligations
Supporting culture,
employeeengagement and
leadership effectiveness
Link to strategy: Link to strategy: Link to strategy: Link to strategy: Link to strategy:
Summary of key activities: Summary of key activities: Summary of key activities: Summary of key activities: Summary of key activities:
• Regularly reviewed performance
against the Group’s strategy,
considering both progress
andoutcomes.
• Received presentations from
management in relation to business
strategy and performance.
• Reviewed strategic opportunities
andtherefreshedstrategyto
support long-term growth.
• Received regular customer updates
with key customer metrics, linking
insights to ongoing strategic priorities.
• Continued to have oversight of
the Group’s ESG strategy and
how initiatives support broader
strategicobjectives.
• Reviewed capital allocation and
dividend policy to ensure alignment
with shareholder value creation.
• Received regular updates from
ChiefExecutiveOfficerandChief
FinancialOfficer.
• Reviewed the Group’s debt, capital and
funding arrangements in the context
of supporting operational resilience
andgrowth.
• Approved the annual budget and
businessplan,reflectingtheBoard’s
strategic priorities.
• Approved the full year results, half
year results and the Annual Report.
• MonitoredtheGroup’sfinancial
performance and results
againstexpectations.
• Received updates on technology-
related developments and their
implications for delivery of the strategy.
• Regularly reviewed the
implementation of the Group’s
riskmanagementframework.
• Reviewed principal risks and
uncertainties and emerging risks.
• Reviewedandconfirmedthe
Group’sviabilitystatementand
goingconcernstatus.
• Reviewedeffectivenessofthe
Group’ssystemsofinternalcontrols
andriskmanagement.
• Continued to monitor the security
and performance of the Company’s
ITsystemsandinfrastructure,
recognising their critical role in
enablingstrategicobjectives.
• Received and reviewed regular reports
in relation to material legal matters.
• Received and reviewed
updates on regulatory and
governancedevelopments.
• Reviewed and updated the terms of
reference of the Board Committees.
• Received annual refresher training
on continuing obligations as a listed
business and directors’ duties.
• Discussedspecificissuesraisedby
shareholders and other stakeholders,
ensuringdecisionsreflectedstakeholder
perspectives and long-term objectives.
• Approved the Company’s
insuranceprogramme.
• Discussed the results of employee-
wide engagement surveys.
• Received regular updates from the
People team.
• Received regular updates on the
Group’s People Strategy including
Diversity and Inclusion, and how these
initiatives support long-term success.
• Received updates from Veronica
Sharma, the designated Non-Executive
Director for workforce engagement.
• Considered succession planning for
the Board and Executive team.
• Undertook a performance review
oftheBoard’seffectiveness,the
effectivenessofeachcommittee
andindividualDirectors.
Corporate Governance statement continued
Link to strategy:
1  Stickiness
2  Choice
3  Peaceofmind
4  Scaleandautomation
Details of the main areas of focus for
the Board and its Committees during
the year are summarised opposite.
70
On the Beach Group plc Annual Report and Accounts 2025
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Reviewing performance against the
Group’sstrategy and considered
opportunities to support long-
termgrowth
Monitoring delivery of financial
andoperational performance
Overseeing risks, controls and
ITsystems to safeguard resilience
Ensuring high standards of
governance and compliance
withlegal obligations
Supporting culture,
employeeengagement and
leadership effectiveness
Link to strategy: Link to strategy: Link to strategy: Link to strategy: Link to strategy:
Summary of key activities: Summary of key activities: Summary of key activities: Summary of key activities: Summary of key activities:
• Regularly reviewed performance
against the Group’s strategy,
considering both progress
andoutcomes.
• Received presentations from
management in relation to business
strategy and performance.
• Reviewed strategic opportunities
andtherefreshedstrategyto
support long-term growth.
• Received regular customer updates
with key customer metrics, linking
insights to ongoing strategic priorities.
• Continued to have oversight of
the Group’s ESG strategy and
how initiatives support broader
strategicobjectives.
• Reviewed capital allocation and
dividend policy to ensure alignment
with shareholder value creation.
• Received regular updates from
ChiefExecutiveOfficerandChief
FinancialOfficer.
• Reviewed the Group’s debt, capital and
funding arrangements in the context
of supporting operational resilience
andgrowth.
• Approved the annual budget and
businessplan,reflectingtheBoard’s
strategic priorities.
• Approved the full year results, half
year results and the Annual Report.
• MonitoredtheGroup’sfinancial
performance and results
againstexpectations.
• Received updates on technology-
related developments and their
implications for delivery of the strategy.
• Regularly reviewed the
implementation of the Group’s
riskmanagementframework.
• Reviewed principal risks and
uncertainties and emerging risks.
• Reviewedandconfirmedthe
Group’sviabilitystatementand
goingconcernstatus.
• Reviewedeffectivenessofthe
Group’ssystemsofinternalcontrols
andriskmanagement.
• Continued to monitor the security
and performance of the Company’s
ITsystemsandinfrastructure,
recognising their critical role in
enablingstrategicobjectives.
• Received and reviewed regular reports
in relation to material legal matters.
• Received and reviewed
updates on regulatory and
governancedevelopments.
• Reviewed and updated the terms of
reference of the Board Committees.
• Received annual refresher training
on continuing obligations as a listed
business and directors’ duties.
• Discussedspecificissuesraisedby
shareholders and other stakeholders,
ensuringdecisionsreflectedstakeholder
perspectives and long-term objectives.
• Approved the Company’s
insuranceprogramme.
• Discussed the results of employee-
wide engagement surveys.
• Received regular updates from the
People team.
• Received regular updates on the
Group’s People Strategy including
Diversity and Inclusion, and how these
initiatives support long-term success.
• Received updates from Veronica
Sharma, the designated Non-Executive
Director for workforce engagement.
• Considered succession planning for
the Board and Executive team.
• Undertook a performance review
oftheBoard’seffectiveness,the
effectivenessofeachcommittee
andindividualDirectors.
Governance and legal People, culture and
Board effectiveness
Board activities timeline (FY25)
October 2024
• Approved new EBT
settlement and provided
£5m to fund share plans,
reducing dilution.
• Approved FY25 budget
and business plan.
• Reviewed FY24
performance and
medium-term guidance.
• Received Board
evaluation report.
• Reviewed half year
investor materials.
• Update on B2B
performance and
priorities.
• Reviewed capital allocation
and dividend policy; approved
£25m buyback.
• Approved FY24 Annual
Report & Accounts and
investor materials.
• Approved Strategic Risk
Register review and risk
appetite statements.
• Received Technology & Product
and Customer updates.
• Update on investor relations
and market review.
• Update on People strategy
and engagement.
• Approved annual
insurance renewals.
• BoardStrategyDay:
management/internal
updatesonlong-termpriorities;
external strategy presentation.
• Interim review of Board
Evaluation actions and
plan for FY25 appraisal.
• Reviewed FY25
Remuneration Policy and
called a General Meeting
to approve.
• Legal update.
• “Board Immersion” strategy day with live
demonstrations and strategic initiatives.
• Approved full-year trading update.
• Approved£120mrefinance.
• Approved launch of £25m buyback.
• Decision to close B2B business to focus on core B2C.
• Approved interim
accounts and
investor materials.
• Reviewed shareholder
feedback from FY24
roadshow.
• Undertook external
defence and
vulnerability training.
• Received legal updates
and horizon scanning.
• Annual director training
on governance and
PLC obligations.
November 2024 January 2025
March 2025April 2025
May 2025
September 2025
June 2025 July 2025
February 2025
Strategic Report Governance Financial Statements Additional Information
71
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Open
Bold
Dynamic
Board leadership and Company purpose
Role of the Board
TheBoardisresponsiblefordefiningandpromotingtheCompany’spurpose,values,and
strategy to ensure long-term sustainable success and generate shareholder value whilst
contributing positively to society. It recognises its accountability to stakeholders and the
importance of fostering the right culture and behaviours within the Group.
Our governance structure, detailed on page 69, sets out clear lines of accountability and
responsibility. The Board delegates certain responsibilities to its committees to ensure
effectiveoversight,whilstretainingspecificmattersforitsowndecision-making.Afullschedule
of reserved matters is available on the Company’s website. Key areas of Board focus and
decisions during the year, and the outcomes of those decisions in the context of our strategy
and objectives, are summarised on page 71.
Sustainability of business model
The Group’s business model, set out on pages 16 to 17, is regularly reviewed by the Board to
ensure its continuing relevance and sustainability. In doing so, the Board supports the Executive
teaminidentifyingopportunitiesandrisks.Thisisachievedthrough:
• receiving reports and insights from the Executive team and senior management on industry
trendsandissuesaffectingthebusiness;
• engaging with key stakeholders (see pages 78 to 81) to understand their perspectives;
• evaluating strategic opportunities and their potential to enhance the business model;
• overseeing the Group’s risk management and internal control framework, including principal
and emerging risks (see pages 54 to 58); and
• assessing the Group’s prospects and long-term resilience through the viability statement (see
pages59to61),wheretheBoardconsiderskeyfactorsinfluencingtheGroup’sdevelopment
and performance.
Our purpose, values, and culture
Purpose – why we do what we do
Our purpose is to challenge the status quo in the holiday sector to better meet the needs of
tomorrow’s holidaymaker. This purpose guides every decision we take, aligning our people and
resources with a clear focus on creating better outcomes for our customers, our shareholders
and society.
Corporate Governance statement continued
Wesetambitiousgoals,seeknew
adventures,andmakeconfident
choices that distinguish us.
Like your favourite beach, we are
warm, welcoming, and inclusive.
Our teamwork fosters a shared
sense of purpose.
Travel is our passion, and we
are always learning and adapting.
Our energy drives innovation
andagility.
Values – what underpins who we are
Weholdourcorevaluesattheheartofeverythingwedo:
These values are embedded in the way we operate, fostering a
culture that enables us to deliver our vision and long-term objectives.
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On the Beach Group plc Annual Report and Accounts 2025
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Culture – how we work together
Culturedefinesouroperationalnormsandinfluencesbehaviour.Linkingpurpose,strategy,
values, and culture is vital for achieving long-term sustainability.
Leadership establishes culture, supported by clear policies to ensure obligations to
shareholders and stakeholders are met. The Board assesses cultural alignment with the
Group’spurposeandvaluesthroughvariousindicators:
• Hive Surveys: We review employee feedback to gauge engagement and cultural health.
• Compliance: Robust policies on anti-bribery, anti-corruption, and whistleblowing are
overseen by the Audit Committee, with independent monitoring for whistleblowing.
• Employee Policies:RegularupdatesfromtheCEOandChiefPeopleOfficerprovide
insights into recruitment, retention, and cultural embedding. Fair policies ensure respect
for employee rights, complemented by health and wellbeing initiatives.
• RiskManagement: The Board assesses management’s risk attitudes through direct
engagement and updates from the Executive Risk Committee.
• CustomerReport:Monthlyreportsonkeycustomermetricsofferinsightsintoour
Company culture.
Our whistleblowing policy encourages employees to raise concerns about improper behaviour
withoutfearofretaliation.Weprovideaconfidentialwhistleblowingservice,withregularreports
to the Audit Committee on its usage.
For further information on our culture and workforce investment, see the “Here for people”
section on pages 30 to 37.
Stakeholder engagement
The Board actively seeks to understand the views of our stakeholders and considers these
perspectives in its discussions and decision-making. Engagement takes place in a variety
of ways to ensure the Board has a rounded understanding of stakeholder priorities and
expectations. The section 172 statement and stakeholder engagement section on pages 78
to 81 detail how the Board engages with, and encourages participation from, stakeholders,
together with the outcomes of this engagement on Board decisions during the year. The “Here
for people” section on pages 30 to 37 also outlines how we engage with our workforce and
provides further insight into our culture and commitment to employees.
Shareholder engagement
The Company is committed to maintaining an open and constructive dialogue with all its
shareholders.Ourprimaryengagementmethodsinclude:
• Investor meetings and presentations – Our investor relations programme facilitates dialogue
between Executive Directors, institutional investors, fund managers and analysts. These
cover a range of topics, including strategy, performance, management and governance,
within the bounds of publicly available information.
• AnnualGeneralMeeting(‘AGM’)– The AGM provides an opportunity for all shareholders
to hear directly from the Board and ask questions. During FY25, we also held a General
Meeting to approve the new Remuneration Policy and Growth Plan. We engaged extensively
ahead of the General Meeting (please see page 100 for more details).
• Senior Independent Director – Our Senior Independent Director, Elaine O’Donnell, remains
available to shareholders who have concerns that cannot be resolved through the usual
channels (namely the CEO, CFO or Chair).
• Reportsandpresentations– All shareholders have access to announcements,
investor presentations and the Annual Report via the Company’s website
(www.onthebeachgroupplc.com).
The Board is mindful that institutional shareholders may engage with the Company more
frequently than other shareholders. To ensure fairness, any price-sensitive information is
released to all shareholders simultaneously and in accordance with regulatory requirements.
Directors’ conflicts of interests
Directors have a statutory duty to avoid situations where they have, or may have, interests
thatconflictwiththoseoftheCompanyunlesssuchconflictsareauthorisedbytheBoard.This
includespotentialconflictsthatcouldariseifaDirectoracceptsapositionwithanothercompany.
TheCompany’sArticlesofAssociationempowertheBoardtoauthorisepotentialconflictsand,
whereappropriate,toimposelimitsorconditions.Anydecisiontoauthoriseaconflictisonly
validifagreedwithouttheconflictedDirector(s)votingorhavingtheirvote(s)counted.Inmaking
such decisions, Directors must act in good faith and in a way they believe is most likely to
promote the success of the Company.
The Company maintains a register of related parties and Directors’ interests, which is reviewed
regularly by the Board.
Governance
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Board and Committee meetings
The Board held 11 scheduled meetings during the year, at which it considered both routine
and strategic matters. Meetings were structured through clear agenda planning, supported by
written reports and presentations from internal teams and, where relevant, external advisers.
In addition to scheduled meetings, a number of ad hoc Board calls were convened during the
year to address time-sensitive matters.
Director
Scheduled
Board meetings
Audit
Committee
Remuneration
Committee
Nomination
Committee
Richard Pennycook 11/11 – 9/9 3/3
Simon Cooper 9/11 – – –
Shaun Morton 11/11 – – –
Zoe Harris 10/11 – – –
Jon Wormald 11/11 – – –
Elaine O’Donnell 11/11 3/3 9/9 3/3
Justine Greening 11/11 3/3 9/9 3/3
Veronica Sharma 11/11 3/3 9/9 3/3
Victoria Self 9/9 2/2 7/7 2/2
David Kelly 3/3 – – 1/1
Victoria Self was appointed to the Board on 3 February 2025 and has attended all scheduled
meetings since that date.
David Kelly retired from the Board on 10 January 2025 and attended all scheduled meetings up
until that date.
Information and support
All Directors have access to the Company Secretary, who advises on governance matters.
Board papers are provided via a secure electronic portal. The Chair and Company Secretary
worktogethertoensurethatpapersareclear,accurateandofsufficientqualitytoenablethe
Board to discharge its duties. Presentations from senior management are given as required,
and Directors may access external professional advice where appropriate.
Division of responsibilities
Clear division of roles and responsibilities
TherolesofChairandChiefExecutiveOfficerareheldbydifferentindividuals,withresponsibilities
clearlydefinedandapprovedbytheBoard.
Corporate Governance statement continued
Richard Pennycook, as Chair,
is responsible for:
• leading the Board and setting its
agenda, ensuring adequate time
for strategic discussions;
• providing all Directors with accurate
andtimelyinformationonfinancial
and corporate matters;
• facilitatingeffectivecontributions
from Non-Executive Directors;
• ensuring constructive relations between
Executive and Non-Executive Directors;
• maintainingeffectivecommunication
with shareholders; and
• overseeing the annual Board
performance review, including the
Board, its Committees and individual
Directors.
Shaun Morton, as CEO, manages the
business, including:
• managing the Group’s operations;
• developing objectives and strategy
with regard to stakeholders;
• implementing approved strategies
andobjectives;
• ensuring compliance with legislation
and Group policies;
• communicating with shareholders; and
• setting HR policies, including
management development and
succession planning.
Jon Wormald, as CFO, is responsible for:
• supporting the CEO in strategy
development and implementation;
• managingtheGroup’sfinancialaffairs;
• establishingfinancialprocessesand
internal controls;
• representing the Group to external
stakeholders; and
• commercial and trading delivery.
Elaine O’Donnell, as Senior Independent
Director, is responsible for:
• acting as a sounding board for
theChair;
• serving as an intermediary for Directors
as needed; and
• being available to shareholders to
address their issues and concerns.
74
On the Beach Group plc Annual Report and Accounts 2025
Chair
Chief Executive Officer
Chief Financial Officer
Senior Independent Director
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Non-Executive Directors
Company Secretary
Designated Non-Executive Director for Employee Engagement
Alongside the Chair, four independent Non-Executive Directors provide impartial
judgement and constructive challenge, particularly on strategy and succession planning.
Simon Cooper, as Founder Non-Executive Director, brings unique insight into the
Company and the travel sector. Following Board meetings, the Chair and Non-Executive
Directors meet without Executive Directors to assess performance, including that of the
Chair. No unresolved concerns were raised during the year.
The Company Secretary acts as secretary to the Board and its Committees, with
appointment and removal determined by the Board. All Directors have access to her
advice, and independent professional advice is available at the Company’s expense
whereappropriate.
Veronica Sharma continues as the
Designated NED for Employee
Engagement. Herresponsibilities include:
• ensuringeffectivemethodsforongoing
employee engagement;
• representing employee views in Board
decision-making;
• providing feedback to employees on
the Board’s response;
• reviewing engagement surveys and
keymetrics;
• leading Board discussions on workforce
engagement; and
• participating in employee forums and
management engagement sessions.
TheBoardandNominationCommitteearesatisfiedthatnoNon-ExecutiveDirectorholds
commitments that would prevent them from dedicating adequate time to the Company’s
activities. Details of other listed company directorships are set out in the Directors’ biographies
on pages 64 to 66. None of the Directors hold directorships in FTSE 100 companies.
Composition, succession, and evaluation
The Nomination Committee supports the Board in overseeing Board and senior management
appointments, ensuring alignment with the Company’s succession planning framework.
Further detail on the Committee’s activities is set out on pages 82 to 86.
Board composition
During the year, the Board reviewed the overall balance of skills, experience, independence,
and knowledge of its members. Further detail, including actions taken, are set out in the
Nomination Committee report on pages 82 to 86.
In accordance with Provision 11 of the Code, at least 50% of the Board, excluding the Chair,
should be independent Non-Executive Directors. Following David Kelly’s retirement from the
Board on 10 January 2025, Victoria Self was appointed on 3 February 2025, as an independent
Non-ExecutiveDirector.TheBoardnowcomprisesninemembers:theChairoftheBoard,three
Executive Directors, four independent Non-Executive Directors, and one non-independent
Non-Executive Director.
The Board regularly reviews the independence of its Non-Executive Directors as part of the
annual performance review process, and the Nomination Committee considers this on an
ongoing basis. With the exception of the Founder Director NED, the Board has determined that
all Non-Executive Directors serving during the year were independent. Richard Pennycook,
upon appointment as Chair, met the independence criteria outlined in the Code.
TheBoardisconfidentthateachindependentNon-ExecutiveDirectorhasmaintainedtheir
independence of character and judgement, without forming associations that might compromise
their ability to act in the best interests of the Group.
Appointments to the Board
The Nomination Committee, chaired by the Chair of the Board and comprising all Non-Executive
Directors, leads the appointment process based on merit against objective criteria, making
recommendationstotheBoard.Directors’appointmentbytheBoardholdofficeuntilthenext
AGM, at which point they stand for election by shareholders. Non-Executive Directors are
typically expected to serve two three-year terms, with any extension beyond six years subject
to rigorous review to ensure ongoing Board refreshment.
Time commitments of Non-Executive Directors
AllDirectorsarerequiredtodevotesufficienttimetodischargetheirresponsibilitieseffectively.
Onappointment,Non-ExecutiveDirectorsconfirmtheirabilitytomeettheexpectedtime
commitment for the role. Commitments are reviewed annually, and any additional external
appointmentsorsignificantobligationsrequirepriorBoardapproval.Whenconsidering
requests, the Board takes into account the demands of each role, including service as a
Boardmember,CommitteeChairorCommitteemember.
Governance
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Actions from the FY25 Board/Committee Performance Review
TheFY25performancereviewconfirmedthattheBoardanditsCommitteescontinue
tooperateeffectively,withstrongdynamics,constructivechallengeandahighlevelof
engagement.Asmallnumberofdevelopmentareaswereidentifiedtosupportcontinued
effectivenessovertheyearahead.Thesearesummarisedbelow:
Area of focus Action
Board Composition & Skills
The performance review recognised the strength of the Board’s
compositionandthebreadthofexperiencearoundthetable.Italso
highlighted the importance of continuing to develop the Board’s
understanding of technology, data and emerging digital trends, and of
maintaining a proactive approach to Board succession over the coming years.
The Nomination Committee will continue
to review the Board’s skills, experience
and succession plans against the Group’s
strategic needs, and support ongoing
Director development in relevant areas.
Strategy Oversight & Execution
Directors valued the enhanced focus on strategy during the year, the
quality of debate at the Strategy Day and the visibility of the wider
team at the Immersion Day and were keen to continue that in 2026.
The Board will maintain dedicated time
for strategic themes and receive regular
updates on progress against the Group’s
Medium Term Ambition.
Board Information & Meeting Materials
Board papers were considered high quality and well structured. The
performancereviewnotedthattheBoardwouldbenefitfromreceiving
materials slightly earlier to support preparation and facilitate discussion.
Management will continue to enhance
forward planning and aim to provide
Board papers further in advance of
meetings wherever practicable.
Leadership Development & Succession Planning
Directors acknowledged positive progress in leadership development and
succession planning during the year, while recognising the importance
of continued focus as the business grows.
The Nomination Committee will continue
to oversee a structured review of senior
leadership succession, ensuring visibility of
future talent and readiness for critical roles.
Risk & Controls
The Board noted improvements in the Group’s risk management and internal
control framework and emphasised the importance of continued focus
on areas such as resilience, cyber security and technology-related risks.
The Board will receive enhanced updates
on key risk themes and the development
of the Group’s control environment.
Board Development & Effectiveness
The Board dynamic remains constructive and collaborative. Directors also
recognised opportunities to continue strengthening their understanding of
relevant governance and industry developments.
A programme of ongoing Board and
Director development will be incorporated
into the 2026 Board calendar.
Committee Effectiveness
CommitteeChairsconfirmedthatCommitteescontinuedtooperate
effectively,withgoodqualityreportingandopendiscussion.
Committee Chairs will continue to keep
their terms of reference, agendas and
informationflowsunderreviewtoensure
continuedeffectiveness.
Development of Directors
The Company has a structured induction programme for all new Directors
joining the Board. Each induction is tailored to the Director’s background
and experience, providing an overview of the Group’s strategy, operations,
culture, and governance framework. The programme also ensures new
Directors gain an understanding of our stakeholders, including employees,
customers, suppliers and advisers.
Directors are kept up to date on developments in legislation, regulation,
and evolving risks. The Chair reviews training needs on an individual basis
as part of the annual appraisal process, ensuring Directors continue to
build knowledge relevant to their responsibilities. The Company Secretary
organises training sessions and updates to support learning and to provide
context for Board discussions, including external perspectives on economic
conditions, consumer behaviour and market trends. Directors also spend
time with senior leaders across the business to strengthen their insight into
operations and culture. In addition, development days held during the year
provide updates on strategic, operational and governance matters.
Board, Committee, Chair and Director Performance Review
In line with the UK Corporate Governance Code, the Board carried out an
internal evaluation of its own performance, that of its Committees, the Chair
and each individual Director. The process was facilitated by the Company
Secretary and overseen by the Chair, with the Senior Independent Director
leading the review of the Chair’s performance.
The performance review comprised a structured questionnaire covering
leadership,effectiveness,accountability,informationquality,stakeholder
considerations and overall Board dynamics. Committee Chairs also
completedshortreviewsoftheirCommittees’effectiveness.TheChairheld
one-to-onemeetingswitheachDirectortoreflectonindividualcontribution,
relationships, time commitment and development needs.
The performance review concluded that the Board and its Committees
continuetooperateeffectively,thattheChairprovideshigh-qualityand
constructive leadership, and that each Director contributes positively and
remains fully committed to their role. The Nomination Committee reviewed
the outcomes, and the Board agreed the resulting actions for 2026
(see right-hand side of this page).
Corporate Governance statement continued
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TheDirectorsconfirmthat,throughouttheyear,theyhaveactedinawaytheyconsiderwould
mostlikelypromotethesuccessoftheCompanyforthebenefitofitsmembersasawhole.
In doing so, the Board has had regard to the interests of a wide range of stakeholders
affectedbythebusiness,aswellasthematterssetoutinsection172(1)oftheCompanies
Act2006,namely:
• the likely consequences of any decisions in the long term;
• the interests of the Company’s employees;
• the need to foster the Company’s business relationships with suppliers, customers
andothers;
• the impact of the Company’s operations on the community and the environment;
• the desirability of the Company maintaining a reputation for high standards of business
conduct; and
• the need to act fairly as between members of the Company.
Further information about our key stakeholders, how we engage with them, and how the
Board has regard to stakeholder matters in its decision-making is set out in the tables below.
An example of how the Board applied section 172(1) in making a key decision during the year
is provided on page 81.
Other broader factors considered by the Board, including the impact of operations on the
community and environment, the importance of acting responsibly and ethically, and our
commitment to employees are addressed in the Sustainability report (see pages 28 to 50).
How we engage with stakeholders
We seek to achieve our strategic objectives by recognising the needs of our stakeholders
and the impact our business may have on them. The Board understands that its decisions
canaffectdifferentstakeholdergroupsindifferentwaysandthatprioritiesmaysometimes
conflict.EffectiveengagementenablestheBoardtotaketheseperspectivesintoaccount,
ensuring that stakeholder interests are factored into discussions and decision-making.
Stakeholder engagement
How we engage:
• Customerfeedback:Surveys,
focus groups, resort visits, user testing,
social media interactions and feedback
such as Trustpilot.
• Social media interactions.
• Feedback from third-party travel agents.
• Data analysis from customer help
tools, including chatbots and onsite
analytical tools.
• Dedicated customer service team
and 24/7 in-resort line.
Highlights in FY25:
• Introduced live chat functionality,
enhanced IVR and chatbots to help
customers more quickly.
• Invested in an app for easier
holidaymanagement.
• SimplifiedcustomerT&Cs
forclarity,brevityandbrand
consistency,testedwithVIBs
(existingcustomers)pre-launch.
• Introduced cross function customer
forum, reviewing the end-to-end
customer experience so we can
identifyandresolveanyissues.
Board engagement:
• Regular customer experience reports
presented at Board meetings.
• Executive bonuses linked to Net
Promoter Score to align leadership
with customer satisfaction.
We know that holidays are the
best bit of our customers’ year,
and we pride ourselves on doing
everything we can to give them
the holiday they dreamed of and
more, and our perks are just one
way we look to give them an
even jollier jolly. Their satisfaction
drives advocacy, loyalty and
repeat bookings.
What matters to them:
• Excellent customer service and swift
resolution of issues and queries.
• Peace of mind through ATOL and
package protection.
• Value,choice,andflexibility.
• Perksandflexiblepaymentoptions.
• User-friendly website, with accurate
information on the holidays they
are booking.
• Health and safety during holidays.
Customers
Section 172(1) statement
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Section 172(1) statementStakeholder engagement
• Surveys: Annual Hive survey and
pulsecheckstomeasureengagement
and sentiment.
• Ongoing communication: Regular
emailupdates,Slack,wellbeing,charity
& community and diversity forums.
• Peer to Peer recognition: Quarterly
Above and Beyond Awards.
• Colleague recognition: Performance
reviews and rewards.
Highlights in FY25:
• Launched a bespoke development
programme supporting continuous
advancement of our senior
leadershipteam.
• Established our Senior Leadership
Forum to strengthen information
flowandconnectivityacrossall
organisational levels.
• Continued to Introduce and enhance
our policies ensuring colleagues
receive meaningful support both
professionally and personally when
they need it most.
Board engagement:
• The People function regularly reports
to the Board including updates on
the activities of employee forums
and engagement surveys, ensuring
employee sentiment is communicated
totheBoard.
• The designated Non-Executive Director
for employee engagement, Veronica
Sharma, ensures that employee views
are integrated into Board decisions,
including on remuneration matters.
• Proactive shareholder engagement
is carried out by the Non-Executive
Directors whenever the Board or its
Committees identify matters arising that
merit discussion with shareholders.
Highlights in FY25:
• The Board, in particular our Chair
(Richard Pennycook) and our
Remuneration Committee Chair
(Justine Greening), oversaw important
shareholder engagement this year
ahead of our General Meeting in
September to approve the new
Remuneration Policy and Growth Plan.
• We were pleased to receive strong
support at the meeting, with over 80%
of votes cast in favour. Full details are
set out in the Directors’ Remuneration
Report on 101.
Board engagement:
• Directors engage regularly via
roadshows,AGMs,andspecific
meetings. The Chief Executive provides
regular updates, and Non-Executive
Directors are available at the AGM.
Investor feedback is shared with
the Board after roadshows. Regular
updates are provided to the Board on
market sentiment, investor relations
activity and equity research.
Our talented people are central
to both our current success and
future growth objectives, this
is why we remain committed to
discovering innovative ways to
develop their skills, improve their
workplace experience, and unlock
their potential.
What matters to them:
• Opportunities to grow and advance
their careers, competitive pay, being
recognised for their work, an inclusive
and diverse environment, a great
workplace culture, and knowing their
opinions matter. They also value
their wellbeing and want to be part
of a company that gives back to
thecommunity.
How we engage:
• Beach Life: Company-wide all-hands
meetings with key updates and Q&A
with executives.
Our shareholders provide the
capital essential for investing in
and growing the business.
What matters to them:
• Long-term growth, successful strategy
execution,operational/financial
performance, total shareholder
return,confidenceinCompany
leadership,riskmanagement,talent
succession, capital allocation, executive
remuneration, high governance
standards, and ESG/sustainability.
How we engage:
• Investor roadshows, ad hoc investor
meetings, investor conferences,
trading updates (including interim
andfinalresults),AnnualReportand
Accounts, website updates, dialogue
with shareholders/proxy bodies, analyst
engagement, and the AGM.
People
Shareholders
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Communities and Society
Stakeholder engagement continued
How we engage:
• Regular meetings, calls, visits and
feedback. Conferences and events
to maintain partnerships. Audits
via our customer health and safety
management system.
Highlights in FY25:
• Expanded our supply network to add
moredepthandbreadthtoouroffering
with 155 cities now live and our core
beach proposition further developed,
particularly in the Long-Haul market.
• Enhanced our partnership with Sun
Express, continuing to provide our
customers with more choice and value
for holidays in Turkey.
• Manageddisruptions(wildfires,floods,
airtrafficcontrolfailures)withregular
communication to minimise impacts.
Board engagement:
• The Board receives updates from
the supply and commercial function
regularly. It monitors business continuity
risks and annually reviews the Modern
Slavery Act Statement.
Strong relationships with suppliers
and partners are essential for
operational and commercial
success, enabling us to offer a
diverse range of quality travel
products, at a competitive
price. We rely on them to meet
customerneeds and ensure
reliableservice delivery.
What matters to them:
• Fair payment terms, collaboration,
fair treatment, timely communication,
theabilitytofillcapacity,sustainable
partnerships, and support for innovation
in travel products and services.
Highlights in FY25:
• Continued our company-wide support
for DKMS as Charity of the Year, with
colleagues participating in major
fundraising events including 10k runs,
half marathons and a Manchester to
London bike ride.
• Introduced a new volunteering policy
enabling colleagues to give back to
their local communities.
• Provided over £4,000 in fundraising
boosts to colleagues raising money for
charities close to their hearts.
• Continued our partnership with
Hopwood College to promote
social inclusion and support
studentdevelopment.
Board engagement:
• Progressed our ESG strategy
with Board oversight, considering
stakeholder feedback. Shaun Morton
is the Board member responsible for
climate change and ESG. See pages 28
to 50 for our Sustainability report.
We care about the communities
we operate in. Our commitment
is to contribute positively to
society through responsible
businesspractices.
What matters to them:
• Ethical management, partnerships
that create positive societal impacts,
environmental sustainability, and
opportunities to support social mobility.
How we engage:
• Forming partnerships with local
charities and schools to break down
barriers and support social inclusion.
• Providing opportunities for employees
to engage with and support local
communities.
• Developing and implementing our ESG
strategy, which shapes our stakeholder
engagement priorities.
Suppliers and Partners
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Government and Regulators
• Financial Reporting Council (‘FRC’):
Oversees corporate governance and
financialreportingstandards.
What matters to them:
• Legal compliance, fair treatment of
customers and stakeholders, taxpayer
interests, a fair and competitive market,
responsible business practices, and
open dialogue to understand industry
dynamics and challenges.
How we engage:
• Engagement led by the General
Counsel, with participation from the
CEO, CFO, and other executives.
• Direct and proactive communication
and collaboration with key government
departments and regulators.
• Involvement in industry groups
like Online Travel UK (‘OTUK’) for
collectiveadvocacy.
• Active participation in policy
development, responding to
consultations on industry reforms.
Highlights in FY25:
• Responding to multiple government
consultations including on Package
Travel Reform.
• Publication of Online Travel UK White
Paper – see page 40.
Board engagement:
The Board reviews our engagement
strategy and receives updates from
the General Counsel. Regulatory
considerations inform strategic planning
and risk management.
Government policy and regulatory
frameworks impact our business,
industry, and consumers. Key
Government departments include
the Department for Transport
(‘DfT’) and the Department for
Business and Trade (‘DBT’).
Key regulators include:
• Civil Aviation Authority (‘CAA’):
Oversees the ATOL scheme for
consumer protection.
• Competition and Markets Authority
(‘CMA’): Ensures fair competition and
consumer protection.
• Financial Conduct Authority (‘FCA’):
Regulatestravelinsuranceofferedon
our site and oversees the Listing Rules
and other continuing obligations of
public companies.
• Information Commissioner’s Office
(‘ICO’): Enforces data protection laws.
• Advertising Standards Authority
(‘ASA’): Regulates advertising practices.
Board decision-making in practice
Strategic decision to discontinue Classic Collection:
balancing stakeholder interests and strategic focus
During the year, the Board made the strategic decision to commence an orderly wind down of Classic
Collection, the Group’s B2B business, to focus resources on higher growth B2C operations. This decision
exemplifieshowtheBoardconsidersitssection172dutiestopromotethesuccessoftheCompanywhile
having regard to the interests of multiple stakeholders and the long-term consequences of strategic choices.
Stakeholders and Section 172 factors considered
The Board’s decision-making process involved careful consideration of all key stakeholder groups.
Foremployees,particularlythecolleaguesinClassicCollection,theBoardrecognisedthesignificant
personal impact and prioritised implementing a structured approach with comprehensive support. This
includedcollectiveconsultationprocesses,individualmeetingswithaffectedemployees,nomination
of employee representatives, and access to employee assistance programmes to support colleagues
through the transition.
For customers and trade partners, the Board was committed to maintaining the Company’s reputation
for high standards of business conduct. The decision included provisions to honour all existing bookings,
maintain pre-travel support services, and implement a detailed communications plan to provide clarity
and reassurance about existing arrangements. This approach ensured continuity of service while
managing the wind-down responsibly.
For shareholders, the Board determined that discontinuing the loss-making B2B operations would better
support the Company’s Medium Term Ambition and strategic priorities. Market analysis showed the
B2Csegmentwaslarger,growingfaster,andofferedstrongerprofitability,makingresourcereallocation
strategically sound for long-term value creation.
Balancing stakeholder interests in Board decision-making
Throughouttheprocess,theBoardwasmindfulofbalancingpotentiallyconflictingstakeholderinterests.
While the decision inevitably caused disruption for Classic Collection employees, the Board concluded
that the long-term sustainability of the business and employment opportunities for the broader workforce
were best served by focusing resources on areas with the strongest growth potential. The structured
wind-down approach, with its emphasis on employee support, customer protection, and clear stakeholder
communication, demonstrated the Board’s commitment to managing competing interests responsibly.
The Board also ensured that suppliers and trade partners received timely communication about the
transition, with commitments to honour existing commercial arrangements and provide adequate notice
of changes. By taking this measured approach to the wind-down while maintaining operational continuity
for existing commitments, the Board sought to minimise disruption across all stakeholder groups while
positioningtheGroupforstrongerlong-termperformanceinlinewithitsfiduciaryduties.
This decision demonstrates how the Board integrates comprehensive stakeholder consideration into
strategic decision-making, promoting the long-term success of the Company while maintaining fairness
betweendifferentstakeholdergroupsandupholdinghighstandardsofbusinessconductthroughout
challenging transitions.
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Report of the Nomination Committee
Chair’s introduction
This year the Committee has overseen important changes to the Board, including the
appointment of a new Independent Non-Executive Director, Victoria Self. Under the leadership
of our Senior Independent Director, Elaine O’Donnell, the Committee also addressed the
extension of my own term as Chair. Following these changes, female representation rose to a
majorityonboththeBoardandExecutiveCommitteeforthefirsttime.Progresshasbeenmade,
but broadening ethnic diversity remains a priority.
Role of the Committee
The Committee ensures a formal, rigorous and transparent process for Board appointments,
reviews Board composition and succession, and oversees development of a diverse leadership
pipeline. Its full responsibilities are set out in its Terms of Reference, last reviewed in November
2025 and are available on the Company’s website at www.onthebeachgroupplc.com/
investorcentre/corporate-governance.
Membership and meetings
The Committee is chaired by Richard Pennycook. Its other members are Elaine O’Donnell,
Justine Greening, Veronica Sharma and Victoria Self (who was appointed to the Committee
witheffectfrom3February2025).TheCommittee’scompositionmeetstherequirementsof
the Code.
The Committee meets at least twice a year, with other Directors and advisers attending by
invitation as required. The Company Secretary acts as secretary to the Committee.
TheCommitteemetthreetimesduringtheyearandmemberattendanceisshownbelow:
Member Status Appointment Attendance
Richard Pennycook (Chair*) Independent April 2019 3/3
Elaine O’Donnell* Independent July 2018 3/3
Justine Greening Independent March 2021 3/3
Veronica Sharma Independent September 2023 3/3
Victoria Self Independent February 2025 1/1
* Elaine O’Donnell was appointed as Chair of the March Committee meeting where the Chair’s term extension
wasconsidered.
I am pleased to introduce
the report of the Nomination
Committee for the year ended
30 September 2025.
Richard Pennycook
Chair of the Nomination Committee
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Report of the Nomination Committee
This year the Committee oversaw key Board changes that
strengthen expertise and ensure continuity of leadership.
Succession planning will be a focus in the year ahead.”
Richard Pennycook
Chair of the Nomination Committee
Extension of Chair’s term
In March 2025, the Committee, chaired by Elaine O’Donnell as Senior Independent Director,
recommended to the Board the extension of Richard Pennycook’s term as Chair through to
March 2028. The Chair has already served two three-year terms, and this extension represents
histhirdandfinalterminlinewithgovernancebestpractice.TheCommitteeconsidered
Richard’s extensive PLC experience, steady leadership through strategic transition, and valuable
external governance insight. Continuity of leadership was judged to be especially important,
with both the Chair’s and the Senior Independent Director’s terms scheduled to conclude within
the next three years. Extending Richard’s term provides the necessary stability to plan for an
orderly Chair and SID succession process and ensures that broader Board succession can be
managed in a measured way.
Succession planning
DuringtheyeartheCommitteeidentifiedtheneedtoconsiderBoardsuccessionplanning,
particularly in light of the current terms of the Chair and Senior Independent Director and the
importance of managing broader Board succession in an orderly way. The chart of director
tenure and terms included in this report illustrates the timing of existing appointments and when
terms are scheduled to conclude. The Chair, SID and Company Secretary initiated this work,
which will be a key focus in FY26.
Inrespectofexecutivesuccessionplanning,significantworkwasundertakeninFY24,particularly
inconnectionwiththeplannedretirementoftheChiefSupplyOfficer.DuringFY25,theCommittee
noted the need to revisit executive succession planning but agreed that a substantive review
would be undertaken in early 2026. As a result, the Committee will report formally on executive
succession planning in the FY26 Annual Report.
Key activities
• Oversight of Board, Committee and Director performance review.
• Consideration of Board composition and succession, including the retirement of
David Kelly and the appointment of Victoria Self as a new Independent NED.
• Recommendation to the Board to extend the Chair’s term into a third term to
March 2028.
• Identificationoftherequirementforlonger-termBoardandExecutivesuccession
planning, with formal work to be undertaken in FY26.
• Consideration of leadership development initiatives across the Group.
• Review of the Board’s skills and composition.
• Monitoring progress against the Board’s diversity objectives.
• Annual review of the Committee’s Terms of Reference.
Board performance review
The FY24 performance review was completed in early FY25 and reported last year. The FY25
performancereviewwasconductedinOctoberandNovember2025andconfirmedthatthe
BoardandCommitteesremaineffective,withconstructivefeedbackforfurtherimprovement
(seepage76).TheChairevaluationconfirmedtheeffectivenessofhisleadershipandhisability
to foster an inclusive, constructive Board culture.
TheCommitteeconsidereditsowneffectivenessaspartoftheBoardandCommittee
performancereviewprocess.TheCommitteewasfoundtobeoperatingeffectively,
with clear focus on Board composition, succession planning and governance.
Board composition and changes
David Kelly retired from the Board in January 2025 after nine years of service. Supported
byFoundersKeepers(anindependentsearchfirmwithnoconnectiontotheCompanyor
its Directors) the Committee led the search for a new Independent Non-Executive Director.
Victoria Self was appointed in February 2025 and joined the Audit, Remuneration and
Nomination Committees. Her extensive digital and consumer-facing experience strengthens
theBoard’stechnologyandcustomercapability,ensuringcontinuityoftheseskillsfollowing
David’s retirement from the Board, and aligns closely with the Group’s strategic priorities.
Victoria also undertook a thorough induction programme, meeting senior leaders across
thebusinessandexternaladviserstosupportherintegrationintotheBoard.
Governance
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1 April 2019
17 August 2015
17 July 2020
30 June 2023
14 October 2022
1 September 2023
3 July 2018
4 March 2021
31 March 2028
31 July 2027
2 March 2027
31 August 2026
2 February 2028
31 August 2032
2 February 2034
2 March 2030
3 February 2025
Report of the Nomination Committee continued
RichardPennycook(Chair)
1
Veronica Sharma
ShaunMorton(CEO)
3
ElaineO’Donnell(SID)
1
Victoria Self
JonWormald(CFO)
Justine Greening
SimonCooper(FounderNED)
2
ZoeHarris(CMO)
4
1. Not applicable for future term as already in third term.
2. Simon founded On the Beach in 2004 and joined the Board in August 2015 ahead of the Company’s IPO.
3. Shaun commenced employment with the Group in February 2018 and joined the Board in July 2020.
4. Zoe commenced employment with the Group in January 2021 and joined the Board in October 2022.
Note:ExecutivesandtheFounderNEDarenotsubjecttothesamenine-yearindependenceguideline.
Date of appointment Current term expiry Illustrativefutureterm(to9years)
Director Tenure
20192018201720162015 2021 2024 20262020 20232022 2025 2027 2028 2029 203220312030 2033 2034
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Leadership development
The Board received updates on progress against the Group’s People Strategy, including
the launch of the Leadership Development Programme and the establishment of a Senior
Leadership Forum. These initiatives strengthen leadership capability, support engagement,
and build a pipeline of future leaders. See page 31 for more details.
Composition of the Board and its Committees
The Committee uses a skills matrix to review the balance of skills and experience on the
Board,coveringindustry,geography,governanceandtechnicalareassuchasstrategy,finance,
marketing, operations, technology, product and legal. Directors are scored on varying degrees
of experience in each category, resulting in an aggregate score per category, which provides an
objectiveandquantifiablewaytomeasureskillsandexperienceontheBoard.
AspartofthewiderreviewofBoardcomposition,theCommitteealsoconsidered:
• the independence of Non-Executive Directors and the balance on the Board between
Executive and Non-Executive Directors;
• diversity of the Board, including age, gender and ethnicity;
• the business strategy and how the Board skills and capability mix aligns with the
currentcomposition;
• length and tenure; and
• theeffectivenessreviewoftheBoard,itsprincipalCommittees,theChairand
individualDirectors.
Havingcarriedoutthereview,overalltheCommitteeissatisfiedthattheBoardhasthe
necessarymixofskillsandexperiencetofulfilitsroleeffectively.Withtheappointmentof
Victoria Self, the Board has strengthened its technology and customer-facing expertise,
providing continuity in these areas following David Kelly’s retirement.
The Committee noted that the appointment of Victoria also restored compliance with Provision
11 of the UK Corporate Governance Code. The Committee will continue to keep the composition
of the Board and its Committees under review.
All Directors are subject to annual re-election. Further details about the particular skills,
knowledge and experience each Director brings to the Board can be found in the Directors’
biographies on pages 64 to 66.
Diversity and inclusion
The Board remains committed to increasing diversity in all its forms. Following David Kelly’s
retirement and the appointment of Victoria Self, female representation on the Board is now 56%
(fivewomenandfourmen).AtExecutiveCommitteelevel,andinlinewiththerequirementto
report composition as at 30 September 2025, female representation was 50% (four women and
fourmen),asBillAllen,ChiefSupplyOfficer,remainedinroleuntilthelastdayofthereporting
period,soisincludedinthecomposition.ThisisthefirsttimethatboththeBoardandExecutive
Committee have had gender-balanced or majority-female membership at the reporting date.
While these milestones are important, the Committee acknowledges slower progress in ethnic
diversity and remains committed to addressing this.
The Board composition remains compliant with our Diversity Policy as outlined below. The
reference date for these disclosures is 30 September 2025. Bill Allen retired on 30 September
2025 and following his retirement, the Executive Committee is comprised of four women and
three men, resulting in female representation of 57%. There have been no other changes to the
Board or Executive Management between that date and the approval of this Annual Report.
Objective Objective met Comment
40% female representation at Board level Yes Female representation at
Board level is 56%
At least one of the senior Board positions
(Chair, CEO, CFO, or Senior Independent
Director) being held by a female Director
Ye s Elaine O’Donnell is the SID
At least one member of the Board shall be
from a minority ethnic background
Ye s Veronica Sharma is from a
minority ethnic background
Governance
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The table below sets out data on gender identity and ethnicity representation across the Board and Executive Management. The Company Secretariat collates data on
gender identity and ethnicity directly from our Board and Executive Management using a Diversity and Inclusion Monitoring Form, which is circulated annually. The below
tablesdirectlyreflectthequestionsaskedoftheBoardandExecutiveManagement.Alldataisheldsecurelyinlinewithourdataprotectionandretentionguidelines.
a) Gender identity as at 30 September 2025
Number of
Board members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID, and Chair)
Number in
Executive
Management
Percentage of
Executive
Management
Men 4 44 3 4 50
Women 5 56 1 4 50
Notspecified/prefernottosay – – – – –
b) Ethnicity representation as at 30 September 2025
Number of
Board members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID, and Chair)
Number in
Executive
Management
Percentage of
Executive
Management
White British or other White (including minority-white groups) 8 89 4 8 100
Mixed/Multiple ethnic groups – – – – –
Asian/Asian British 1 11 – – –
Other ethnic group, including Arab – – – – –
Notspecified/prefernottosay – – – – –
Black/African/Caribbean/Black British – – – – –
The Committee looks forward to continuing its work in FY26.
Richard Pennycook
Chair of the Nomination Committee
1 December 2025
Report of the Nomination Committee continued
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87
Report of the Audit Committee
I am pleased to present the
Audit Committee report for the
year ended 30 September 2025.
Elaine O’Donnell
Chair of the Audit Committee
This report is intended to provide shareholders with
an insight into how key topics were considered during
the year, the activities of the Committee and how the
Committee discharged its responsibilities in FY25.
TheCommitteefulfilsavitalroleintheCompany’sgovernanceframework,providing
valuableindependentchallengeandoversightacrosstheCompany’sfinancialreporting,
riskmanagementandinternalcontrolprocedures.
Despite the challenging macro-economic environment, the Group has continued to make
significantprogresswithrecordTTVgrowthintheyear,enabledbythestrategicinvestments
made into our proprietary technology platform, and increased liquidity following the
successfulrefinancing.DuringtheyeartheBoardmadethedifficultdecisiontocommencethe
wind down of Classic Collection. The Committee has considered the appropriate accounting
treatment for this at the year-end as well as the associated treatment of any remaining
intangible assets.
With the assistance of management and our external auditor, EY, the Committee has
consideredthemainfinancialreportingissues,estimatesandjudgements,andwebelieve
that the information in the Annual Report is fair, balanced, and understandable and clearly
explains progress against our strategic and operating objectives.
The Committee has applied rigorous oversight to areas
requiringsignificantjudgementthisyear,ensuringthe
financialstatementsreflectaprudentandtransparent
approach.”
Elaine O’Donnell
Chair of the Audit Committee
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Report of the Audit Committee
Committee composition
The Committee currently comprises four independent Non-Executive Directors. During the year
and following appointment to the Board, Victoria Self joined the Committee. The Committee
membersbringawiderangeoffinancialandcommercialexpertisenecessarytofulfilthe
Committee’s duties. Summary biographies of each member of the Committee are included
onpages64to65.TheBoardissatisfiedthattheCommittee’sChair,ElaineO’Donnell,has
extensiverecentandrelevantfinancialexperienceandthattheCommitteeasawholehas
competence relevant to the sector in which the Group operates.
The Committee met three times during the year and member attendance is shown below.
Member Status Appointment Attendance
Elaine O’Donnell (Chair) Independent July 2018 3/3
Justine Greening Independent March 2021 3/3
Veronica Sharma Independent September 2023 3/3
Victoria Self Independent January 2025 2/2
Whilst the management team and Chair of the Board are not members of the Committee,
standinginvitationsareextendedtotheChiefFinancialOfficer,ChiefExecutiveOfficer,Chief
MarketingOfficer,ChairoftheBoardandexternalauditors.
JonWormald,asChiefFinancialOfficer,hasresponsibilityforallaspectsoffinancialreporting
andfinancialcontrol.KirsteenVickerstaff,asGeneralCounselandCompanySecretary,has
responsibility for governance, compliance and risk management, and acts as Secretary to
theCommittee.
Jon and Kirsteen have attended all Committee meetings and have updated the Committee on
all key matters.
Effectiveness
TheCommitteehasreviewedandconsideredtheeffectivenessofitsperformanceduringthe
year.ThereviewconfirmedthattheCommitteecontinuestooperateeffectively,withstrong
engagement, constructive challenge and good quality reporting from management. Members
highlighted the Committee’s increased focus on key judgmental areas, risk management and
the control environment, including preparations for Provision 29.
Committee governance
Responsibilities
The main roles and responsibilities of the Committee are set out in its terms of reference.
The terms of reference are reviewed annually by the Committee and any proposed changes
are recommended to the Board. The current terms of reference can be found at the Company’s
websiteat:www.onthebeachgroupplc.com.Thesewerelastreviewedon26November2025.
TheCommittee’smainresponsibilitiesare:
• reviewingtheGroup’sannualandhalfyearfinancialstatementsandaccountingpolicies;
• monitoringtheintegrityoftheGroup’sfinancialstatements,includingtheapplicationof
key judgements in determining reported outcomes to ensure that they are fair, balanced
andunderstandable;
• reviewing the Group’s risk management framework and advising on the Group’s risk appetite;
• reviewing the Group’s system of internal controls and risk management and making
recommendations for improvements;
• overseeing the Company’s preparations for, and ongoing compliance with, Provision 29 of
the UK Corporate Governance Code 2024;
• agreeing the external auditor’s engagement terms, scope and fees;
• reviewingtheeffectivenessandobjectivityoftheexternalauditprocess,assessingthe
independence and objectivity of the external auditor and ensuring appropriate policies and
procedures are in place to protect such independence;
• developing and implementing the Group’s policy on the provision of non-audit services by
the external auditor;
• reviewing regularly the need for an internal audit function;
• reviewingtheGroup’sproceduresforraisingconcernsandtheeffectivenessoftheGroup’s
anti bribery and fraud prevention processes; and
• reviewing the output of the Group’s Treasury Committee to ensure compliance with policy.
Governance
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Key activities of the Committee during the year
• Reviewed the proposed scope, materiality, focus areas and planning for the external audit.
• ReviewedandrecommendedtotheBoardthefullandhalfyearfinancialresultsfor
publicationandthefinancialresultspresentations.
• Reviewed the activity of the Executive Risk Committee throughout the year.
• FocusedonfinancialreportingtoensuretheAnnualReportandAccountsisfair,balanced
and understandable.
• Consideredsignificantaccountingmattersandjudgementsinrespectofthewinddownof
the B2B activities of the Group.
• Consideredtheappropriatetreatmentofcostsassociatedwiththerefinancingcarriedout
during the year.
• Reviewed the Group’s going concern and viability statements.
• Reviewed management’s approach to key judgmental areas of reporting and the related
commentsoftheexternalauditor,specificallyinrespectofchangesmadetoaccounting
estimates in respect of the useful economic lives of development capital expenditure (see
below for further details).
• Reviewed the Group’s approach to meeting its reporting responsibilities against the
requirements of the TCFD framework.
• Received reports on internal controls and risk management.
• Reviewed the papers outlining the distributable reserves in place in relation to the
payment of dividends and share buybacks.
• Reviewed the whistleblowing report (see below for further details).
• Considered the potential impact of forthcoming regulatory reforms in relation to audit and
corporate governance.
• Reviewed the resolutions to be put to shareholders at the 2025 AGM, including in respect
oftherecommendationofafinaldividend.
• Received a third-party assessment of the Group’s information security maturity.
• Reviewed and approved a revised Group policy in relation to tax.
• Reviewed the Group’s procedures for preventing and detecting fraud, along with its
systems and controls for the prevention of bribery.
• AssessedtheeffectivenessoftheexternalauditprocessandtheCommittee’seffectiveness.
Significant matters relating to the financial statements
considered by the Committee
Aspartoftheprocessofmonitoringtheintegrityofthefinancialinformationpresentedinthehalf
year results and the Annual Report and Accounts, the Committee reviewed the key accounting
policies and judgements adopted by management to ensure that they were appropriate.
The Committee also considered a paper on this matter presented by the external auditor.
ThemostsignificantareasofjudgementconsideredbytheCommitteewereasfollows:
Discontinued operations
Following the Board’s decision to begin an orderly wind down of the B2B operations (Classic
Collection) in order to focus on the higher growth potential of the B2C operations, management
have given consideration as to whether this meets the requirements to be disclosed as discontinued
operations.Therewerealsoseparatelyidentifiableintangibleassetsrelatingtothediscontinued
operationswhichhavebeenassessedastowhethertheyshouldbewrittenoffintheyear.
The Committee has considered management’s judgements as well as discussing this with the
external auditor, and considers management’s approach to be reasonable.
Refinancing treatment of costs
DuringSeptember2025,theGroupcompletedarefinancingexercise,increasingitsavailable
facilities to £120m from its two incumbent lenders plus a new third lender. The Group was able
totakeadvantageoffavourablemarketconditionsinrespectofpricingandsignificantinterest
from existing and new potential lenders in order to put in place a facility that will enable delivery
oftheMediumTermAmbitionandsignificantorganicgrowth.
The Committee considered a paper from management as to whether, under IFRS 9, this was a
newfacilityoranextensionoftheexistingfacilitygiventhedifferenttreatmentofcostsundereach.
TheCommitteehasreviewedtherecommendationsandissatisfiedwiththeconclusionsreached.
Capitalised website development costs
TheGroupincurssignificantinternalcostsinrespectofthedevelopmentoftheGroup’swebsite.
The accounting for these costs, as either development costs, which are capitalised as intangible
assets (for enhancement of the website) or expensed as incurred (in respect of maintenance),
involves judgement.
During the year management have proposed changes to the accounting estimates used to more
accuratelyreflectthenatureofcurrentprojects,whicharedesignedtosupportthedeliveryofthe
Medium Term Ambition of the Group.
The Committee, along with the external auditor, have considered the changes proposed and
believe the approach and application of the relevant accounting standards to be appropriate.
Report of the Audit Committee continued
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Valuation of goodwill, intangibles and investments
The estimated recoverable value of the Group’s intangible assets is subjective due to inherent
uncertaintyinvolvedinforecastinganddiscountingfuturecashflows.
The principal uncertainty is the extent to which these intangible assets will continue to generate
cashflowsfortheGroupandwhetherthisissufficienttosupporttheassetvalue.
FollowingtheBoarddecisiontowinddowntheB2Boperations,thishasresultedinthewriteoff
of intangible assets in respect of Classic Collection.
Management has also considered the extent to which the carrying value of investments in the
Parent Company may be impaired by reference to the current market capitalisation of the Group.
TheCommitteehasreviewedtheaccountingandissatisfiedwiththekeyassumptionsusedin
the forecasts.
Fair, balanced and understandable
The Committee considered whether the half year results and the Annual Report and Accounts
werefair,balancedandunderstandableandwhethertheinformationprovidedwassufficient
for a reader of the statements to understand the Group’s position and performance, business
model, risks and strategy.
Inarrivingatitsassessment,theCommitteehasplacedrelianceupon:
• the process by which the Annual Report was prepared, including detailed planning and a
comprehensive review process;
• reports prepared by senior management regarding critical accounting judgements and
significantaccountingpolicies;
• discussions with, and reports prepared by, the external auditors; and
• regular information received throughout the year, including monthly KPIs.
Following the year end, the Committee received correspondence from the Financial Reporting
Council (‘FRC’) arising from its thematic review of share-based remuneration disclosures across
listed companies. The letter contained no questions or requests for further information, but
includedtwosuggestedminordisclosureclarifications,whichtheCommitteeconfirmedhad
beenreflectedintheFY25AnnualReportandAccounts.TheFRCletterdoesnotprovide
confirmationthattheannualreportandaccountsarecorrectinallmaterialrespects.
The Directors’ statement on a fair, balanced and understandable Annual Report and Accounts
is set out on page 135 of this Report.
External audit
External auditor effectiveness and appointment
The Committee oversees the Group’s relationship with the external auditor and reviews and
makes recommendations regarding their reappointment. As part of this process the Committee
consideredtheeffectivenessofEYaspartoftheFY25yearendprocess.TheCommitteetooka
numberoffactorsintoaccountwhenconsideringtheeffectivenessoftheexternalauditincluding:
• the quality of the audit planning covering the approach, scope and levels of fees for
theaudit;
• delivery and execution of the agreed external audit process for FY25;
• the extent of EY’s resources and technical capability to deliver a robust and timely
audit,includingtheexperience,industryknowledgeandexpertiseoftheEYaudit
engagement team;
• thequalityofEY’sexplanationofandresponsetosignificantrisksidentified;
• the competence with which EY handled and communicated the key accounting and
auditjudgements;
• the communication and engagement between management, EY and the Committee; and
• the steps taken by EY to ensure their objectivity and independence.
The Committee also meets with the external auditor at least once each year without
management being present, which provides additional opportunity for open dialogue
andfeedback.
TheCommitteehasconcludedthatoverall,EYhascarriedoutitsauditforFY25effectively
andefficientlyandthatEYcontinuestoprovideconstructiveandindependentchallengeto
management and consistently demonstrates a realistic and commercial view of the business.
External auditor fees
During 2025, management agreed an increase in the audit fees for the Group and subsidiary
companiesto£494,500(2024:£475,000).Theincreaseof4%reflectsamarginalincrease
duetoinflationaswellasadditionalproceduresrequiredinrespectofthechangeinfinance
systemsintheyearandmigrationofhistoricfinancialrecords.
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The Committee reviewed the updated strategic risk assessments and discussed the two
proposed directional changes for the year. The Committee agreed with the upward movement
intheData&Securityrisk,reflectingtheriseincyberincidentsandthegrowingsophistication
of AI-enabled threats, and the downward movement in the Financial Risk & Liquidity risk
followingthesuccessfulrefinancingwhichhasstrengthenedtheGroup’sfundingposition.
In addition, the Audit Committee receives detailed reports from the external auditor in relation to
thefinancialstatements.TheChairoftheAuditCommitteealsohasregularinteractionwiththe
externalauditorandseniormembersoftheGroup’sfinancedepartmentinordertomonitorand
assesstheeffectivenessoftheGroup’ssystemofinternalcontrols.
TheBoard,throughtheAuditCommittee,hasreviewedtheeffectivenessoftheGroup’ssystem
of internal controls in operation across the Group. This review covered the material controls,
includingfinancial,operationalandcompliance,aswellasriskmanagementarrangements.No
significantcontrolfailingsorweaknesseswereidentifiedduringtheperiodunderreview.
The Committee has spent an increasing amount of its time considering the requirements
of the 2024 UK Corporate Governance Code and in particular Provision 29 relating to the
requirementsfordisclosureinrespectoftheeffectivenessofmaterialcontrols.TheCommittee
is comfortable with the progress made ahead of the statutory deadlines in order to be able to
comply with the requirements of the Code. The Committee expects to recommend to the Board
a dry run of its attestation at the end of FY26 ahead its implementation for the FY27 year-end.
Whistleblowing
The Group has a formal whistleblowing policy in place, which provides details of how
employees can raise concerns in relation to the Group’s activities or the actions of any
employeeoftheGrouponaconfidentialbasis.ThispolicyisreviewedannuallybytheAudit
Committee. The Group provides a whistleblowing telephone service run by an independent
organisation, allowing employees who do not wish to use normal internal line management
channels,toraiseconcernsonanentirelyconfidentialbasis.TheGrouphascontinuedto
reinforce the policy in place and to clarify the available contact points. No reports have been
received in the year.
Elaine O’Donnell
Chair of the Audit Committee
1 December 2025
External audit continued
Non-audit services
The fees paid to EY in respect of non audit services during the year related to the ATOL returns
andtotalled£60k,representing12%ofthetotalauditfee(2024:£52k,representing10%of
the total audit fee). These non-audit services are considered to be closely related to the work
performedbyEYasauditoroftheGroupand,therefore,theauditoristheappropriatefirmto
carry out the services.
External auditor rotation
EY was appointed auditor to the Group in March 2019 following a competitive audit
tenderprocess.
The Committee recommended, and the Board intends to propose, the reappointment of EY as
the Company’s auditor for FY26. It believes the independence and objectivity of the external
auditorandtheeffectivenessoftheauditprocessaresafeguardedandremainstrong.
It is expected that the external audit will be put out to tender at least every ten years.
Internal audit
The Committee has again considered the requirement for the setting up of an internal audit
function. As part of this review, as suggested by the Corporate Governance Code Guidance,
theCommitteeconsideredwhethertherewereanysignificanttrendsorcurrentfactors,both
externally and internally, which were felt to have increased the risks faced by the Group. In
addition the Committee considered reports received from management during the year in
respect of the internal control environment.
Having undertaken the review, the Committee again determined that it was not currently
necessary to establish an internal audit function, however given the changes arising as a result
of the 2024 UK Corporate Governance Code this will be kept under close review.
Risk management and internal control
A description of the process for managing risk together with a description of the principal risks
and strategies to manage those risks is provided on pages 52 to 58.
The Board is responsible for establishing, maintaining and monitoring the Group’s system of risk
managementandinternalcontrolandreviewingitseffectiveness.TheCommitteemonitorsthe
performance of management in this area.
We have an ongoing process for identifying, evaluating and managing the principal risks faced
by the Group. The Group’s risks are monitored by the Audit Committee on behalf of the Board,
which sets aside time for an in-depth discussion of notable or changing risks to the business
and receives regular updates from the ERC on risk developments.
Report of the Audit Committee continued
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Directors’ Remuneration report
Contents
Stakeholders, strategy and link to remuneration – page 98
Overview of the FY25 Remuneration Policy – pages 99 to 101
FY25 Remuneration Policy and Workforce Remuneration – pages 102 to 113
Other Statutory Remuneration Disclosures – pages 114 to 123
I’m delighted shareholders strongly
supported our new Remuneration
Policy ensuring it directly aligns
withthe Company’s Medium Term
Ambition and strategy.
Rt Hon Justine Greening
Chair of the Remuneration Committee
Strategic alignment
During FY25, the Company set out a stretching Medium Term Ambition (‘MTA’) of the strategic
outcomes it wants to achieve by the end of FY29 (see page 14). The MTA represents a strategic
step-change for the business, both in expectations and in the level of performance required
to deliver the growth ambition set out in the plan. The Committee decided it was essential to
update the remuneration framework and its incentives, introducing a Growth Plan to directly
align it to the MTA. We therefore brought forward the policy review, which would ordinarily have
been presented for approval at the FY26 AGM.
We have set out our approach to shareholder engagement on pages 99 to 101. This includes
detailsonthekeyareasoffeedbackandtherefinementsmadetoournewDirectors’
Remuneration Policy.
As we carried out the policy review with its objective to align remuneration with the MTA,
we engaged widely with shareholders and proxy bodies through two rounds of detailed and
constructiveconsultation.Werefinedthedraftpolicyproposalsindirectresponsetofeedback
from shareholders, including updating the MTA Growth Plan target metric. We were delighted
shareholders gave strong support to the new Directors’ Remuneration Policy at the General
Meeting in September.
Letter from the Remuneration Committee Chair
As Chair of the Remuneration Committee (the ‘Committee’), I am pleased to present the
Company’s Directors’ Remuneration report for the year to 30 September 2025.
Itiscrucialtoensurethatourremunerationstrategyremainsbotheffectiveanddirectlyaligned
to the delivery of Company strategy. As a customer-focused, tech-driven business, we are
committed to ensuring that our remuneration approach motivates our talent alongside driving
the results and performance that sits at the heart of business success. This has been a key
priority for the Committee over the year as we have updated our new Directors’ Remuneration
Policy, the details of which are set out below.
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Directors’ Remuneration report
Performance and remuneration in FY25
Executive Director total remuneration
TotalremunerationfortheExecutiveDirectorsinFY25reflectssalary,benefitsandpension
andtheFY25annualbonusoutcome.ThereisnoLTIPcomponentincludedwithintheFY25
singletotalfigure(seeLTIPoutcomesonpage96).
How the remuneration framework supports delivery of
Companystrategy
Our policy approach balances incentivisation of the delivery of annual results and talent retention,
alongside the introduction of a Growth Plan award incentive to achieve the exceptional stretch
performance required to deliver the MTA.
Bonus: rewardsperformanceeachyearagainstclearfinancialandstrategicpriorities.
TargetsarestretchingandtheCommitteeretainsdiscretiontoensureoutcomesreflect
underlyingperformance.
LTIP:atime-basedLTIPthatdrivestalentretentioninahighlycompetitivetechtalentmarket
whichisvitalforatech-basedbusinessinanoftenunpredictableandvolatiletravelsector.
Following the policy review and shareholder feedback, there is now an enhanced underpin
andCommitteediscretioninthenewpolicy.
Growth Plan:aone-off,market-valueawarddesignedtoincentivisedeliveryoftheexceptional
stretch results required under the MTA. It uses an adjusted EPS target that directly aligns with
shareholder outcomes, while providing clear internal focus to drive performance. Vesting is
conditional on achieving adjusted basic EPS of 38.7p by FY29. The market value option approach
also ensures alignment with shareholder interests as it means that achievement of the target must
also be accompanied by the creation of incremental shareholder value. This is an all-or-nothing
award, designed both to motivate management to achieve a stretching target and align and
complement the time-based LTIP which drives talent retention, crucial in delivering the MTA. The
policy enables early delivery of the MTA by allowing vesting before FY29 if the EPS target is hit
in advance of that date. This is an exceptional target and the Committee’s expectation is that any
earlyachievementmustbemaintainedandbuiltupon.Awardsarethereforesubjecttoafive-
year holding period from grant and additionally malus and clawback provisions for seven years,
ensuring sustained performance and long-term alignment with shareholder value.
Shareholding requirement: In line with shareholder feedback during the consultation process,
we have also increased the Executive Director shareholding requirements from 200% to 300%
of salary, further strengthening alignment.
As set out on page 113, our wider workforce remuneration is designed to motivate and reward the
employee talent that powers the business strategy.
The pages that follow set out FY25 remuneration outcomes, our approach to implementation in
FY26, and our position on dilution and settlement, together with further detail on how we have
considered shareholder and stakeholder expectations in reaching our decisions.
CEOShaunMorton£’000
CMOZoeHarris£’000
CFOJonWormald£’000
2024
2024
2024
Base salary
Annual bonus
£431
£269
£443
£344
£276
£109
£85
£68
£228
£234
Total remuneration £451
£95
£74
£59
£18
£9
£12
£23
£22
£15
2025
2025
2025
Benefits&pension
LTIP
As a tech-led, asset-light business, attracting,
retaining and rewarding outstanding talent is critical;
our new policy aligns reward with delivering our
strategy and Medium Term Ambition.”
Rt Hon Justine Greening
Chair of the Remuneration Committee
£335 Total remuneration £652
Total remuneration £575
Total remuneration £772
Total remuneration £340
Total remuneration £359
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2025 Annual Bonus
Total Outcome 24.4% of maximum
Group TTV (£m)
(35%)
0% of maximum
100% of maximum
0% of maximum
43.8% of
maximum
Threshold
(25% of max)
Actual
£1,303m
Actual
£28.5m
£1,318m
£33.9m
46
7.1 7.3
Actual
56
Actual 7.2
49 52
7.5
£1,464m
£37.7m £41.5m
£1,610m
Target
(62.5% of max)
Maximum
(100% of max)
Group adjusted
PBT (£m) (35%)
Net Promoter
Score (20%)
Employee
Engagement
Score (10%)
Final 2022 LTIP
Absolute TSR
(25%)
0% of maximum
27.46% of maximum
100% of maximum
0% of maximum
100% of maximum
Threshold
(25% of max)
Actual
-4.1% 5%
Actual
-11.71%
£798.9m
£101.4m
£48.5m
£133.7m
£72.5m
£958.3m
Actual
£1,200m
Actual
£96.6m
Actual
£69.4m
Upper Quartile
(31.38%)
15%
Maximum
(100% of max)
Relative TSR
(25%)
Group TTV
(25%)
Classic TTV
(12.5%)
Long Haul TTV
(12.5%)
Median
-13.8%
Total Outcome 44.365% of maximum
FY25 annual bonus – outcome and drivers
The FY25 annual bonus outcome is 24.4% of maximum, principally due to the impact of the
laterbookingtrendinthefinalweeksofFY25andtherecordedlossinthediscontinuedClassic
Collectionbusinesswhichledtoneitherofthefinancialmetricsbeingachieved.However
theseheadwindswerepartlyoffsetbystrongperformanceonthenon-financialmeasures,
with a record NPS of 56 as a result of customer advocacy strongly improving and employee
engagement at 7.2, between threshold and target level. Further detail on the initiatives
supporting these outcomes is provided in the “Here for holidaymakers” and “Here for people”
sections of the Strategic Report.
For bonus purposes, the Committee assesses TTV and adjusted PBT on the same basis used
when targets were set, which includes the performance of the discontinued operations. The
Committee considers this consistent approach appropriate to ensure a fair assessment of
performanceagainstthetargetsoriginallycommunicatedtoparticipants.Thisdiffersfromthe
reportedadjustedPBTandbookedTTVfigures(£35.0mand£1,249.0mrespectively)which
exclude those operations.
Directors’ Remuneration report continued
Letter from the Remuneration Committee Chair continued
LTIP outcome for FY25
TheFY25singletotalfigureofremunerationincludesnoLTIPvaluebecause,inlinewith
the requirements of the reporting regulations, the FY22 LTIP that vested during FY25 was
performancebasedandthereforepreviouslyincludedintheFY24figureduetoitsperformance
period being materially complete at the end of FY24.
The vesting outcome previously disclosed, at 37.5% of maximum, was based on a combination of
known performance, in respect of three TTV targets measured over the period to 30 September
2024, and estimated performance, in respect of two TSR targets measured to the vesting date in
February 2025. Following the end of the TSR performance period, the FY22 LTIP award vested
at 44.365% of maximum (as shown below), higher than the original estimate due to relative TSR
performanceexceedingexpectations.Accordingly,theFY24singlefigurehasbeenrestatedto
representthefinaloutcome.
ThevestingoutcomefortheFY23LTIP,whichisthefirsttime-basedawardunderthe2023
Directors’ Remuneration Policy, is due to vest in February 2026, subject to the Committee’s
assessment of a discretionary underpin and, in line with the reporting regulations, will be disclosed
in the FY26 remuneration report.
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Approach to performance and reward for FY26
The Committee keeps the remuneration framework under regular review to ensure it remains
alignedwithstrategy,marketpracticeandwiderworkforcepayandbenefits.ForFY26,the
Committee will implement the new policy approved by shareholders in September 2025,
reflectingtheoutcomeofthepolicyreview.Thisrefreshedapproachensuresremuneration
policy continues to support delivery of strategic objectives.
Base salary
Effectivefrom1October2025,theCommitteeincreasedJonWormald’sbasesalaryto
£345,000.Thisreflects(i)theexpandedscopeandaccountabilityofhisrolefollowingthe
transitionofChiefSupplyOfficerresponsibilitiesintotheCFOremit,(ii)Jon’ssustained
performance and leadership through a period of growth and organisational change, and (iii)
independent market benchmarking for roles of comparable scale and complexity to Jon’s
expanded remit, which indicated an uplift was appropriate. The change was consulted on as
part of the FY25 policy engagement and shareholders were supportive.
For the other Executive Directors, base salary adjustments for FY26 will be set in line with
average wider workforce movements of 3%, maintaining proportionate pay progression and
alignment with market practice.
Pension
Executive Director pension contributions will be maintained at 5% of eligible earnings, aligned
with the wider workforce.
Annual bonus
We are maintaining the current annual bonus structure for FY26, as it continues to support the
strategybyfocusingonfinancialdeliveryandkeycustomerandpeopleoutcomeswhichunderpin
its delivery. Targets will be stretching and will support progressive delivery against the MTA
strategy. The Committee will retain discretion to ensure outcomes remain aligned with underlying
business performance. The forward-looking targets are deemed to be commercially sensitive, and
full details will be disclosed on a retrospective basis in next year’s Annual Report and Accounts.
Thecurrentdeferralofupto50%ofanybonusintosharesfortwoyearsremainsunchanged.
FY26 LTIP
In line with the new remuneration policy, LTIP awards of 100% of salary were granted to the
Executive Directors on 3 October 2025. Awards are subject to continued employment and an
enhanced underpin to ensure outcomes remain aligned with underlying performance over the
vesting period. Further details of the LTIP operation and safeguards are set out on page 106.
Growth Plan options
In line with the Policy approved by shareholders, Growth Plan awards were granted to the
Executive Directors on 3 October 2025 at the quantum and on the terms set out in the
NoticeofGeneralMeeting.
Awards were made in the form of market-value options with an exercise price of 252.0p and will
vest only on delivery of adjusted basic EPS of 38.7p between FY25 to FY29. Regardless of when
theawardsvest,theyaresubjecttoafive-yearholdingperiodfromthedateofgrantandmalus
and clawback to year seven.
Non-Executive Directors’ fees
Following comprehensive market analysis, Non-Executive Director fees (last reviewed in
2022inlinewiththeprevious2023remunerationpolicy)havebeenupdatedinlinewith
ournewremunerationpolicyunderwhichfeeswillnowbereviewedonanannualbasis.
AllNon-ExecutiveDirectorfeeincreasesareatorbelowwiderworkforcelevelsforthe
equivalent period. See page 122 for the detailed schedule.
Dilution and share hedging strategy
The Group remains committed to disciplined management of dilution. Early in FY25, the EBT
completed the previously announced £5m market purchase of On the Beach shares. The
Committee has undertaken a further assessment of potential vestings over the next 12 months
andhasprovidedafurther£5mtotheEBTtoensuresettlementcapacitywhileminimisingdilution.
As approved by shareholders at the EGM, the inner 5% limit under the 2023 LTIP has been
removed,whiletheoverall10%dilutioncapremainsinplace.Thischangereflectedupdated
guidance from the Investment Association, aligning the Company’s approach with prevailing
market practice. Our practice continues to be to satisfy awards from market purchases and
the EBT wherever practicable. In due course, for the Growth Plan the Committee will consider
whether to continue with market purchases and/or to make additional EBT funding.
Conclusion
The Committee’s priority is a remuneration framework that is strategy-led, simple and,
proportionate:abonusthatrewardsstrongannualdelivery,atime-basedLTIPthatprovides
stabilityandsupportsretentionandtalentpipeline,andaone-offGrowthPlanthatonly
rewards exceptional long-term performance. We will continue to engage with shareholders
andstakeholders,applyjudgementwhereneeded,andoperatethePolicyinawaythat
supports delivery of the MTA and long-term shareholder value creation.
The Rt Hon Justine Greening
Chair of the Remuneration Committee
1 December 2025
Governance
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Directors’ Remuneration report continued
Our stakeholders, our strategy and the link to remuneration
Link to remuneration
• Our ability to deliver our strategy depends on attracting, retaining and rewarding
greatpeoplethroughbasesalaryandbenefits,annualbonus(formoreseniorstaff),
LTIP(forseniorstaff)andGrowthPlan(forExecutives).
• Remuneration for our wider workforce is supported by market-benchmarked pay, a
strongbenefitspackage,pensionprovisionandaccesstoourShareIncentivePlan
(SIP), ensuring everyone is appropriately incentivised and aligned to delivery of
theMTA.
• Employee engagement forms 10% of annual bonus measures.
Link to remuneration
• Asacustomer-centricbusiness,customersatisfactionisembeddedinreward:
NPS is 20% of the Executive bonus.
• Investment in the tech platform continues to enhance the customer experience,
improving choice, ease and personalisation, which directly informs performance
measures on satisfaction and loyalty.
• Reward measures are aligned to our customer-focused pillars – stickiness, choice,
peace of mind, and scale and automation – reinforcing that performance and results
begin and end with the customer.
• TheGrowthPlan’sfive-yearholdingperiodandmalus/clawbackprovisionsdeter
short-termtrade-offsthatcouldundermineservicequalityorcustomertrust.
Link to remuneration
• Our people strategy supports a diverse pipeline of talent, with a focus on
Manchester’s tech talent pipeline and social mobility.
• Investment in schools outreach and early career programmes helps build skills in
our local communities and helps drive social mobility. The remuneration framework
complements this by promoting fair pay, development and progression for all
employees, helping to attract and retain the talent needed to deliver on strategy.
• Broader workforce metrics, including engagement and inclusion, are monitored by the
Committee to ensure remuneration supports a sustainable, high-performing culture.
Link to remuneration
• We report clearly and transparently and comply with the UK Corporate Governance
Code and other applicable reporting requirements.
• We publish our Gender Pay Gap report annually and are building the data and
processes needed to meet potential future requirements on ethnicity pay gap reporting.
• We maintain open dialogue with regulators and policymakers and operate our share
plans in line with prevailing rules, guidance and best practice.
Link to remuneration
• Two-phase consultation informed the 2025 Remuneration Policy, which shareholders
approved in September 2025; see pages 92 to 101.
• Theannualbonusfocusesoninvestoroutcomesviafinancialdeliveryandcustomer/
people measures (currently 35% Group adjusted PBT, 35% Group TTV, 20% NPS, 10%
employee engagement).
• The LTIP (time-based) supports stability and talent retention with a strengthened
underpin (following the 2025 policy review) and a two-year post-vesting holding period.
• The Growth Plan aligns reward with exceptional share value creation through a single
adjusted basic EPS test (38.7p in any one year FY25–FY29); awards are market value
options,subjecttoafive-yearholdingperiodandmalusandclawbacktoyearseven,
andaremadefromaone-off5%ofissuedsharecapitalpool.
• Executive Director shareholding requirements increased from 200% to 300% of salary,
strengthening alignment to shareholders.
• Wecontinuetominimisedilution:overallcapremains10%;whiletheformerinner5%
limit has been removed, our practice is to satisfy awards from market purchases/EBT
wherever practicable.
Stakeholder – Employees
Stakeholder – Customers
Stakeholder – Communities & society
Stakeholder – Regulators & government
Stakeholder – Investors
The Committee designs remuneration with our stakeholders in mind, aligning reward to the
Group’s strategy and to long-term value creation.
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What the Policy is, and why
Stability to attract and retain talent. Stretch to
deliver our exceptional Medium Term Ambition.
What:
The previous 2023 Remuneration Policy (comprising a stretching annual bonus and a time-
basedLTIP)hasbeeneffectiveinmotivatingseniormanagement,deliveringfinancialresults,
shareholder value and driving talent retention, so we have retained what works. Additionally, to
reflectourexceptionalMTAstrategy,thenewpolicyintroducedaone-offGrowthPlanaward.
The award has a single adjusted EPS test representing a near three-fold increase of the target
from FY24. Awards are market-value options, so value only arises for Executives both if the EPS
target is met and where there is share price growth. This incentivises leadership to deliver on
the MTA and aligns their interests with those of shareholders.
Why:
In FY25 we used our Remuneration Policy review to align the remuneration framework to our
MediumTermAmbitionstrategytoFY29.ThenewPolicystructureissimpleandpurposeful:
a bonus that rewards strong in-year performance, a time-based LTIP that provides stability
andtalentretention,andaone-offGrowthPlanthatrewardsonlyexceptional,long-term
performance, without adding complexity or permanent increased quantum.
Overview of the FY25 Remuneration Policy
Why now?
The Committee is clear that remuneration strategy, including remuneration policy, must align to
the Company strategy, providing clear incentives and rewards to drive business success. Once
the MTA was set out in December 2024 it was clear that the Remuneration Policy should be
updated at the earliest opportunity to align with that MTA strategy.
Annual bonus
Rewardsstrongin-yearperformanceagainstfinancialandstrategicpriorities;targetsare
demanding; up to 50% deferred into shares for two years; Committee discretion applies.
Time-based LTIP
Normal 100% of salary; three-year vesting with a two-year post-vesting holding;
strengtheneddiscretionaryunderpintoensureoutcomesreflectunderlyingperformance
and stakeholder expectations.
Growth Plan (one-off)
Market-value options from a single 5% of issued share capital pool (CEO 20% of pool, CFO/
CMO 15% each of pool); vests only on achievement of adjusted EPS of 38.7p in any one year
FY25–FY29(upliftc.3xFY24);five-yearholdingfromgrant;malusandclawbacktoyearseven.
Approved New Policy at a glance
Phase1(SpringFY25):
Initial proposals shared with
investors (c. 59% of the register)
andallmajorproxybodies.
Refinementsagreed:
Metric changed from PBT to EPS;
strengthened LTIP underpin;
increase shareholding requirement
from200%to300%ofsalary.
Phase2(SummerFY25):
Updated proposals and re-engaged;
broad investor and proxy support.
GeneralMeeting(12Sept2025):
New Policy and Growth Plan approved.
By the numbersConsultation journey
2
rounds of consultation
5-year
holding (Growth Plan)
300%
shareholding requirement
>80%
votes in favour of the policy
at the General Meeting
c.59%
of the register engaged
7-year
malus/clawback
(Growth Plan)
ISS recommended voting FOR
on the Policy and Growth Plan
followingengagementrefinements.
Governance
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Remuneration Policy
Theme/What we heard Our response
Performance measure
Strong preference for a “per share”
measuretoreflectvaluecreation
forinvestors.
The performance metric was changed from PBT to EPS following
feedback to ensure stronger alignment with shareholder value
(seeChangesfollowingconsultation).
All-or-nothing structure
and single target
Somequestionedacliff-edgeoutcome
and single target.
The Committee concluded that an all-or-nothing design was right given
itsitsalongsidethetime-basedLTIP.Thisstructureisstretchingand
focuses management squarely on delivering the MTA. The single target
provides clarity within the business on delivery objectives.
Interaction with the LTIP
Challenge on whether the Growth Plan
and LTIP were both needed.
The Growth Plan rewards exceptional performance, while the LTIP
supportsretentionandstabilityinatech-ledbusinessinavolatilesector.
Onecoverstalentstability,theotherperformancestretch.
Early vesting
Concern that awards could
vestbeforethreeyears.
Enabling early vesting (which requires a near tripling of EPS) is in
shareholders’interests.However,awardsremainsubjecttoafive-year
holding period and seven-year malus and clawback. Because they are
market-value options, value is only realised if the share price accretion
accompanies achievement of the target.
Shareholding alignment
Support for stronger alignment
throughhighershareownership.
Executive Director shareholding requirements were increased from
200%to300%ofsalary(seeChangesfollowingconsultation).
Transparency and discretion
Requests for more clarity on the
LTIPunderpin.
The Policy now sets out an enhanced underpin and Committee discretion
withconsiderationoffinancial,strategicandgovernanceperformance
(see Changes following consultation).
Safeguards and proportionality
Questions on dilution, proportionality
and the absence of a monetary cap.
TheGrowthPlanisaone-offawardwithinexistingshareschemelimits.
Allawardswillbesatisfiedwithinthe10%dilutioncap,withsafeguards
detailed in the Safeguards checklist.
Directors’ Remuneration report continued
Overview of the FY25 Remuneration Policy continued
The performance measure for the Growth Plan was
changed from adjusted PBT to adjusted EPS, following
shareholder feedback that an EPS target provides a
clearer and more transparent link to shareholder value.
The new measure maintains the same level of stretch
as the original target and continues to align directly with
delivery of the Medium Term Ambition.
SpecificdisclosurewasaddedtothePolicysetting
outhowtheCommitteewillapplydiscretionatvesting
of the time-based LTIP. The updated wording explains
the factors the Committee may consider, including
financial,strategicandgovernanceperformance,
toensurevestingoutcomesfairlyreflectoverall
business performance.
The shareholding requirement for Executive Directors
was increased from 200% to 300% of base salary,
strengthening long-term alignment between Executive
Directors and shareholders.
Two consultations: key themes and our response Changes following consultation
Following feedback received through two consultation
rounds, the Committee made three key changes to the Policy.
Growth Plan Metric
LTIP Underpin
Increased Shareholding Requirement
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Policy
80.9%
votes in favour
Growth Plan
81.7%
votes in favour
LTIP amendment
99.5%
votes in favour
General Meeting
Outcome
Market value options
Single stretching test (EPS)
5-year holding
7-year malus/clawback
Discretion/underpin
300% shareholding
requirement
Dilution discipline
(≤10%; preference
for market purchase/EBT)
Safeguards checklist
Q&A with Jennie Cronin, Chief People Officer
Q
How is the wider workforce incentivised
and rewarded to deliver the MTA?
A
Our reward strategy ensures every colleague is appropriately incentivised to
deliver our Medium Term Ambition. We align the entire workforce to strategic
priorities through our Objectives and Key Results (OKRs) framework, which
cascades directly from the MTA, ensuring everyone understands how their work
contributestoourambitiousgrowthtargets.Allcolleaguesbenefitfrommarket-
benchmarkedpay,a5%pensioncontribution,andacomprehensivebenefits
package alongside access to our Share Incentive Plan (SIP), enabling monthly
share purchases of £5 to £150. This provides everyone with a direct stake in
our success. Our senior leaders participate in annual bonus arrangements and
the Long Term Incentive Plan (LTIP), mirroring the Executive Director structure
and creating strong alignment across the leadership population. This tiered
approach ensures reward is appropriately scaled across the organisation – from
business-wide participation in our success through the SIP, to reward packages
for senior leaders that are proportionate to their role and level of accountability.
How wider workforce reward
supports delivery of the MTA
Strong support
following an open, two-
stage consultation and
targeted refinements.
Governance
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Where to find more
• The story of how the Policy was developed, the consultation and the changes made is set
out on pages 99 to 101.
• Detailed Policy tables, participation limits and operation appear on pages 105 to 108.
• FY26 Implementation of the Policy is covered on pages 121 to 123.
• The workforce remuneration summary appears on page 113.
Directors’ Remuneration report continued
FY25 Remuneration Policy and Workforce Remuneration
This section sets out the Directors’ Remuneration Policy approved by shareholders at the
General Meeting on 12 September 2025 (the ‘GM’). Unless shareholder approval is sought for
earlier changes, the Policy applies for three years from 12 September 2025 and the Committee
would expect to bring the Policy back to shareholders at the 2028 AGM in the normal cycle.
The following pages set out the full Policy and a summary of workforce remuneration (not part
of the shareholder-approved Policy) is also included in this section on page 113.
Ourframeworkretainswhatworks:astretchingannualbonusforstrongin-yearperformance;
atime-basedLTIPtosupportstabilityandretention,andaddsexceptionalstretch:aone-off
Growth Plan with a single adjusted EPS test that requires nearly three-fold growth from FY24
toFY29.GrowthPlanawardsaremarket-valueoptionsdrawnfromafixed5%ofissuedshare
capital pool – so value only arises if both the EPS target is achieved and the share price grows.
Safeguardsincludeafive-yearholdingperiodfromgrant,malusandclawbacktoyearseven,
and a 300% of salary shareholding requirement for Executive Directors.
A bonus driving in-year performance, a simple, time-based LTIP with clear line of sight and
straightforward operation and a single, transparent EPS test for the Growth Plan.
MeasuresmapdirectlytoourMTA:theannualbonustargetsfinancialandstrategic
priorities in-year; the time-based LTIP provides stability and retention for critical talent;
the Growth Plan rewards exceptional achievement of the MTA.
Simplicity and transparency
Consistency with strategy
Direct link to shareholder value
GrowthPlanawardsaremarket-valueoptionsfromafixed5%pool;valuearises
only if EPS reaches 38.7p (c.3× FY24) and the share price has materially grown.
Anyvestedsharesareheldforfiveyears,withstrongsafeguards
including malus and clawback to year seven, ensuring proportionate
quantum and long-term alignment.
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
Fixed pay
Annual bonus
Max:100%
of salary
LTIP
Max:100%
of salary
Growth Plan
One-offaward
Shareholding
requirement
300% of salary
Salary,
benefitsand
pension
50%
in cash
Three-year vesting period
(subject to continued employment
andperformanceunderpin)
Minimum shareholding requirement
Award vests in any year where EPS target is met*. Holding period
applies 5 years post grant, malus and clawback to Year 7
* The award could vest at end of FY26/27/28/29 but regardless there is a holding period to end of Y5 and clawback to Y7.
Two-year post-vesting
holding period
Implementing our Policy
At the GM, we also sought and received shareholder approval to remove the 5% dilution limit
fromthe2023LTIP,reflectingtheInvestmentAssociation’supdatedguidance,whichnolonger
recommends maintaining a separate 5% limit for discretionary schemes. This change will
providethenecessaryflexibilitytooperatetheproposedincentivearrangementseffectively,
while remaining within the Company’s overall 10% dilution cap for all share schemes. It also
brings our approach in line with common market practice amongst listed peers.
50% in shares
Two-year deferral period
(no further performance
conditions)
Our Policy is based on three pillars
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Remuneration Policy and implementation
for FY25
Changes to the remuneration policy that was approved by shareholders in 2023
The proposed changes to the Policy are set out in the table below.
Element of remuneration Current Policy Amendment to Policy Reason for change
Base salary
and benefits
Salariesarereviewedannually,andanychangesarenormallyeffective
from1Januaryinthefinancialyear.
Acompetitivelevelofbenefitsisprovided.
No change to policy.
FY26implementation:reflectingJonWormald’sexpandedroletoinclude
theremitoftheChiefSupplyOfficer,BillAllen,followinghispreviously
announcedretirement,aswellassignificantprogressioninrolesince
his appointment and relative positioning to the external market, we will
beincreasingtheChiefFinancialOfficer’ssalaryfrom1October2025
to £345,000.
N/A
Pension Pension provision for all Executive Directors is aligned with the wider
workforce (currently 5% of salary).
No change N/A
Annual bonus Maximum opportunity of 100% of base salary, with up to 50% of any
award deferred into shares for a period of two years.
The majority of the annual bonus will be based on performance against
stretchingfinancialtargets,withthebalancebasedonnon-financial
metrics,whicharealignedtothebusinessstrategy.
No change N/A
Long Term Incentive Plan
(ʻLTIPʼ)
Maximum opportunity of 100% of base salary.
Three-year vesting period, plus a two-year post-vesting holding period.
Awards will not be subject to any formulaic performance conditions.
In line with shareholder and proxy agency feedback during consultation,
an enhanced underpin and Committee discretion has been provided to
clarify the Committee’s approach.
N/A
Governance
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Changes to the remuneration policy that was approved by shareholders in 2023 continued
Element of remuneration Current Policy Amendment to Policy Reason for change
The Growth Plan N/A One-offawardofmarketvalueoptionsover,inaggregate,5%oftheCompany’s
share capital. The Executive Directors will receive the following portions of the
aggregateGrowthPlanawards:
CEO:20%
CFO:15%
CMO:15%
Awards will be subject to the achievement of a stretching adjusted basic earnings
per share (‘EPS’) target of 38.7p between FY25 and FY29. The EPS target has been
calibrated on the same growth trajectory from the FY24 baseline as the MTA, as set
outinthetablebelow:
FY24 MTA
Uplift
(x FY24)
Adjusted PBT (£m) 31.0 85.0 2.74x
Adjusted basic EPS (p) 14.1 38.7 2.74x
Awards will vest on achievement of the performance condition, with a post-vesting
holdingperiodapplyinguntilthefifthanniversaryofthedateofgrant.
Maluswillapplyfordurationofthefive-yearvestingperiod,withclawbackapplying
for a further two-year period post vesting until the seventh anniversary of grant.
Directly aligned to MTA through the adjusted
basic EPS performance condition.
Use of market value options means management
will be incentivised to deliver shareholder returns,
alongside core achievement of the Growth Plan
EPS target in order to receive value.
Use of EPS target also directly aligns
management incentives with shareholders.
Delivered entirely in shares to ensure alignment
with shareholders.
Theone-offGrowthPlanawardalongside
the existing time-based LTIP motivates
management towards achieving exceptional
MTAgrowthtargetswhilstprovidingvisibility
overfuturereward.
Shareholding requirement 200% of base salary to be
builtupoverfive-yearperiod
from appointment and then
subsequently held.
Executive Directors are
required to retain 100% of their
shareholding requirement
for two years post cessation
(or full actual holding if lower).
Increase of the shareholding requirement to 300% of base salary for current
Executive Directors, with the additional 100% in excess of the current Policy
tobebuiltupoverthefive-yearperformanceperiodoftheGrowthPlan.
No change to the post-cessation shareholding requirement, such that Executive
Directors are required to retain 100% of their shareholding requirement for two years
post cessation (or full actual holding if lower).
Reflectsfeedbackreceivedfromshareholders
through the consultation on the Policy and further
enhances alignment between management
andshareholders.
Directors’ Remuneration report continued
FY25 Remuneration Policy and Workforce Remuneration continued
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Changes to the remuneration policy that was approved by shareholders in 2023 continued
Element of remuneration Current Policy Amendment to Policy Reason for change
Non-Executive
Director fees
Non-ExecutiveDirectorsarepaidabasefeeandmaybepaidadditionalfeesforactingaschairofcommittees.
TheChairoftheBoarddoesnotreceiveanyadditionalfeesformembershipofcommittees.
Fees are typically reviewed every three years based on equivalent roles in an appropriate comparator group
used to review salaries paid to the Executive Directors. Fees may be reviewed more regularly than this in
exceptionalcircumstances,suchasasignificantincreaseinthesizeorcomplexityofthebusiness.
The base fees for Non-Executive Directors are set at a market rate. In general, the level of fee increase for the
Non-Executive Directors will be set taking account of any change in responsibility and will take into account the
generalriseinsalariesacrosstheUKworkforce.
Non-ExecutiveDirectorsdonotparticipateinanyvariableremunerationorbenefitsarrangements.
From FY26 onwards,
Non-Executive Director fees
will be reviewed annually.
Reflectsmoretypical
market practice.
Policy table
The following table summarises each element of remuneration and how it supports the Company’s short and long-term strategic objectives.
Element of remuneration Operation Maximum opportunity Performance measures
Base Salary
Provides a base level of
remuneration to support
recruitment and retention
of Executive Directors with
the necessary experience
and expertise to deliver
the Company’s strategy.
Salariesarereviewedannually,andanychangesarenormallyeffectivefrom
1Januaryinthefinancialyear.Whendetermininganappropriatelevelofsalary,
theCommitteeconsiders:
• remuneration practices within the Company;
• the performance of the individual Executive Director;
• the individual Executive Director’s experience and responsibilities;
• the general performance of the Company;
• salaries within the ranges paid by the companies in the comparator group
used for remuneration benchmarking; and
• the economic environment.
Base salaries will be set at an appropriate level within a
comparator group of UK listed companies of comparable size
andwillnormallyincreaseinlinewithincreasesmadetothe
wideremployeeworkforce.
Individuals who are recruited or promoted may, on occasion, have
their salaries set below the targeted policy level until they become
established in their role. In such cases, subsequent increases in
salary may be higher than the average until the target positioning
isachieved.
None
Benefits
Provides a competitive
levelofbenefits.
TheExecutiveDirectorsreceivebenefits,whichincludefamilyprivate
healthcover.
TheCommitteerecognisestheneedtomaintainsuitableflexibilityinthe
determinationofbenefitsthatensureitisabletosupporttheobjectiveof
attracting and retaining talent. Accordingly, the Committee expects to be able
toadoptbenefitssuchasrelocationexpenses,carallowancebenefit,death-in-
service life assurance, travel expenses (including tax if any), tax equalisation and
supportinmeetingspecificcosts.
The maximum will be set at the cost of providing the
benefitsdescribed.
None
Governance
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Policy table continued
Element of remuneration Operation Maximum opportunity Performance measures
Pension
Provides market
competitive
retirementbenefits.
The Committee maintains the ability to
provide pension funding in the form of
a salary supplement, which would not
form part of the salary for the purposes
of determining the extent of participation
in the Company’s incentive arrangements.
Pension provision for all Executive
Directors is aligned with the wider
workforce (currently 5% of salary).
None
Annual Bonus Plan
The Annual Bonus Plan
providesasignificant
incentive to the
Executive Directors
linked to achievement
in delivering goals that
are closely aligned with
the Company’s strategy
and the creation of value
forshareholders.
Annual bonuses are paid part in cash and
part in shares. Up to 50% of any award
will be deferred into shares for two years.
Malus will apply up to the date of the
bonusdeterminationandclawbackwill
apply for three years from the date of
bonusdetermination.
The maximum bonus opportunity
is 100% of base salary.
Performanceismeasuredoverthefinancialyear.Theannualbonuswillbebasedona
scorecardoffinancialandnon-financialperformancetargets,whicharealignedtothe
businessstrategy.Atleasthalfofthebonuswillbebasedonfinancialperformance.
The Committee is of the opinion that given the commercial sensitivity arising in relation
to the targets used for the annual bonus, disclosing precise targets for the bonus
plan in advance would not be in shareholder interests. Actual targets, performance
achieved, and awards made will be published at the end of the performance periods so
shareholders can fully assess the basis for any pay-outs under the annual bonus.
The Committee retains discretion in exceptional circumstances to change performance
measures and targets and the weightings attached to performance measures part-
waythroughaperformanceyearifthereisasignificantandmaterialeventthatcauses
the Committee to believe the original measures, weightings and targets are no longer
appropriate. Discretion may also be exercised in cases where the Committee believes
thatthebonusoutcomeisnotafairandaccuratereflectionofbusinessperformance.
Long Term Incentive Plan
(‘LTIP’)
Awards are designed to
incentivise the Executive
Directors to maximise total
shareholder returns.
Awards are granted annually to Executive
Directors in the form of nil cost options.
These will vest at the end of a three-year
period subject to the Executive Director’s
continued employment at the date
ofvesting.
The Committee may award dividend
equivalents on awards to the extent that
these vest.
A further two-year holding period post
vesting will apply.
Malus will apply for the three-year period
from grant to vesting with clawback applying
for the two-year period post vesting.
Maximum annual award of
up to 100% of base salary.
Awards will not be subject to any formulaic performance conditions.
A discretionary underpin will apply during the vesting period such that the Committee
may reduce the vesting outcome in cases where the Committee believes that the vesting
outcomeisnotafairandaccuratereflectionofbusinessperformance.
Following feedback during consultation, the new policy provides additional clarity that
the factors the Committee may consider when assessing the underpin include (but are
notlimitedto):
• financialperformanceoutcomes,suchasPBTandTTVperformanceintheyearof
vesting relative to the year of grant;
• share price movement since grant;
• environmental, social and governance performance insofar as it is relevant to
strategy;and
• major strategic or investment decisions and the returns on that investment.
Directors’ Remuneration report continued
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Element of remuneration Operation Maximum opportunity Performance measures
The Growth Plan
The Growth Plan provides
aone-offincentiveto
motivate Executive
Directors to deliver on the
Company’s Medium Term
Ambition and maximise
total shareholder returns.
Awards will be granted to Executive
Directorsintheformofaone-offmarket
value option, with the exercise price set
equal to the Company’s average share price
over the 30-day period prior to the date
ofgrant.
The award will vest and become exercisable
on the achievement of the performance
target and continued employment to that
date and become immediately exercisable.
Awards will thereafter be subject to a
post-vestingholdingperioduntilthefifth
anniversary of grant, excluding any sale to
cover tax arising on vesting or exercise.
The Committee may award dividend
equivalents on awards in respect of the
vesting period and on unexercised options
post-vesting.
Malus will apply for the duration of the
vesting period, with clawback applying for
the period post vesting until the seventh
anniversary of grant.
The award will be made over a
total pool of options over 5% of
the Company’s share capital.
For the Executive Directors, this
willbedistributedasfollows:
CEO:20%ofthepool;and
CFOandCMO:15%ofthepool
per individual.
The remaining proportion of the
pool will be distributed amongst
the other participants.
The Growth Plan will vest subject to the achievement of an adjusted basic EPS target of
38.7pinanyfinancialyearbetweenFY25andFY29.Vestingisalsosubjecttocontinued
employment to the date that the performance target is deemed to have been achieved.
IntheeventthattheEPStargetisnotachievedinanyofthefivefinancialyearswithinthe
performance period, the award will lapse in full.
The Committee retains the discretion to adjust the formulaic outcome if the underlying
performance of the business is not consistent with the formulaic outcome. This discretion
may also be exercised if there are instances of severe reputational damage, poor
shareholder experience, or windfall gains.
Following any material M&A activity, the Committee may adjust the EPS target to ensure
itisnotmateriallymoreorlessdifficulttosatisfythanwasoriginallyintended.Anysuch
changes would be explained in the subsequent annual remuneration report and, if
appropriate, be the subject of consultation with the Company’s major shareholders.
HMRC Share
IncentivePlan
To encourage wide
employee share
ownership and thereby
align employees’ interests
with shareholders.
The Company has a share incentive plan in
which the Executive Directors are eligible to
participate (which is HMRC registered and is
opentoalleligiblestaff).
UK scheme in line with HMRC
limits as amended from time
to time (currently £1,800 per
tax year).
None
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Element of remuneration Operation Maximum opportunity Performance measures
Shareholding
requirement
To support long-term
commitment to the
Company and the
alignment of Executive
Director interests with
those of shareholders.
For current Executive Directors and any future incoming Executive Directors who are participants in the Growth
Plan,300%ofsalarytobebuiltupoverthefive-yearperformanceperiodoftheGrowthPlanandsubsequently
held.ForallotherfutureincomingExecutiveDirectors,200%ofsalarytobebuiltupoverthefive-yearperiod
from appointment and then subsequently held.
ExecutiveDirectorsmustretainashareholdingoncessationofemploymentfortwoyearsequaltothelowerof:
• For participants of the Growth Plan, 300% of salary.
• For any future incoming Executive Directors who do not participate in the Growth Plan, 200% of salary.
• For all Executive Directors, their actual shareholding on cessation.
Shares bought by Executive Directors and share options granted prior to the 2023 Policy coming into force are
not subject to this holding requirement.
N/A None
Non-Executive
Director fees
Provides a level of fees
to support recruitment
and retention of Non-
Executive Directors with
the necessary experience
to advise and assist
with establishing and
monitoring the Company’s
strategic objectives.
The Board as a whole is responsible for setting the remuneration of the Non-Executive Directors, other than the
Chair, whose remuneration is considered by the Committee and recommended to the Board.
Non-Executive Directors are paid a base fee and may be paid additional fees for acting as chair of committees.
The Chair of the Board does not receive any additional fees for membership of committees.
Fees are typically reviewed annually based on equivalent roles in an appropriate comparator group used to
review salaries paid to the Executive Directors. Fees may be reviewed more regularly than this in exceptional
circumstances,suchasasignificantincreaseinthesizeorcomplexityofthebusiness.Non-ExecutiveDirectors
donotparticipateinanyvariableremunerationorbenefitsarrangements.
The base fees for Non-Executive
Directors are set at a market rate.
In general, the level of fee
increase for the Non-Executive
Directors will be set taking
account of any change in
responsibility and will take into
account the general rise in salaries
across the UK workforce.
The Company will pay reasonable
expenses incurred by the Chair
and Non-Executive Directors.
None
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Recruitment policy
The recruitment policy is unchanged from the previous Policy, with the exception of the
inclusion of the Growth Plan. The Company’s approach when setting the remuneration of any
newly recruited Executive Director will be assessed in line with the same principles for the
Executive Directors, as set out in the Policy table. The Committee’s approach to recruitment
remuneration is to pay no more than is necessary to attract candidates of the appropriate
calibre and experience needed for the role from the market in which the Company competes.
TheCommitteewillhaveregardtoguidelinesandshareholdersentimentregardingone-offor
enhanced short or long-term incentive payments made on recruitment and the appropriateness
of any performance measures associated with an award.
The remuneration package for a new Executive Director would be set in accordance with the
terms of the Company’s approved Policy. In the year of recruitment, the maximum variable pay
under the annual bonus and LTIP would normally be 200% of salary (other than in exceptional
circumstances where up to 300% of salary may be made if sign-on compensation is provided).
This maximum excludes any participation in the Growth Plan. A new Executive Director may be
invited to join the Growth Plan at the discretion of the Committee, provided that they join within
thefirsttwoyearsofthenormalvestingperiodforotherparticipants.
The Committee’s policy is not to provide sign-on compensation. However, in exceptional
circumstances, where the Committee decides to provide this type of compensation, it will
endeavour to provide the compensation in equity, subject to a holding period during which
cessation of employment will generally result in forfeiture and subject to the satisfaction of
performancetargets.Themaximumvalueofthisone-offcompensationwillbeproportionate
totheoverallremunerationofferedbytheCompanyandinallcircumstancesislimitedto
100% of salary.
The Committee will carefully consider this matter to ensure consistency with the principles
outlined earlier, particularly in relation to shareholder alignment, and will take appropriate
externaladvicebeforefinalisingadecisioninthisregardandwherepracticalwillconsultwith
the Company’s key shareholders.
The Committee’s policy is not to provide buyouts as a matter of course. However, should the
Committeedeterminethattheindividualcircumstancesofrecruitmentjustifiedtheprovisionof
a buyout, the equivalent value of any incentives that will be forfeited on cessation of a director’s
previousemploymentwillbecalculatedtakingintoaccountthefollowing:
• the proportion of the performance period completed on the date of the director’s cessation
of employment;
• the performance conditions attached to the vesting of these incentives and the likelihood of
thembeingsatisfied;and
• anyothertermsandconditionshavingamaterialeffectontheirvalue(‘lapsedvalue’).
Discretion
The Committee has discretion in several areas of policy as set out in this report.
Thisdiscretionincludes,butisnotlimitedto:
• Timing of awards and payments.
• Size of awards, within the overall limits disclosed in the policy table.
• Determination of vesting.
• Ability to override formulaic outcomes.
• Treatment of awards in the case of change of control or restructuring.
• Treatment of leavers within the rules of the plan and the policy on
‘Paymentsforlossofoffice’assetoutinthispolicy.
• Adjustments needed in certain circumstances, for example a rights issue or
corporaterestructuring.
While performance conditions will generally remain unchanged once set, the Committee has the
usual discretions to amend the measures, weightings and targets where the original conditions
would cease to operate as intended. This includes an assessment of the ongoing relevance of
the performance conditions in the event of any material M&A activity. In relation to the Growth
Plan, the adjusted basic EPS target will be assessed to ensure it remains consistently stretching.
Any such changes would be explained in the subsequent annual remuneration report and, if
appropriate, be the subject of consultation with the Company’s major shareholders. Consistent
with best practice, all of the incentive plan rules also provide that any such amendment must not
make,intheviewoftheCommittee,theamendedconditionmateriallymoreorlessdifficultto
satisfy than the original condition was intended to be before such event occurred.
The Committee may also exercise operational and administrative discretions under relevant
plan rules approved by shareholders as set out in those rules. In addition, the Committee has
the discretion to amend the Policy with regard to minor or administrative matters where it would
be, in the opinion of the Committee, disproportionate to seek or await shareholder approval.
Differences in policy from the wider employee population
The Group aims to provide a remuneration package for all employees that is market competitive
and operates the same reward and performance philosophy throughout the business. As with
many companies, the Group operates variable pay plans primarily focused on mid to senior
management level.
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Payment for loss of office
The Committee will honour Executive Directors’ contractual entitlements. Service agreements
do not contain liquidated damages clauses. If a contract is to be terminated, the Committee
will determine such mitigation as it considers fair and reasonable in each case. There are no
contractual arrangements that would guarantee a pension with limited or no abatement on
severance or early retirement. There is no agreement between the Company and its Executive
Directorsoremployeesprovidingforcompensationforlossofofficeoremploymentthatoccurs
because of a takeover bid.
The Committee reserves the right to make additional payments where such payments are made
in good faith in discharge of an existing legal obligation (or by way of damages for breach of
such an obligation); or by way of settlement or compromise of any claim arising in connection
withtheterminationofanExecutiveDirector’sofficeoremployment.
Whendetermininganylossofofficepaymentforadepartingindividual,theCommitteewill
always seek to minimise cost to the Company, whilst seeking to address the circumstances
at the time.
Remuneration element Treatment on exit
Salary, benefits
and pension
Salary,benefitsandpensionwillnormallybepaidoverthenoticeperiod.
The Company has discretion to make a lump sum payment on termination
equaltothesalary,valueofbenefitsandvalueofCompanypension
contributions payable during the notice period. In all cases, the Company
will seek to mitigate any payments due.
Annual bonus If the Executive Director is a good leaver, the bonus will be pro-rated to
time and performance for the year of cessation. Otherwise, no bonus is
payable for the year of cessation.
LTIP If an Executive Director is a good leaver, unless the Committee determines
otherwise, unvested LTIP awards will be pro-rated to time and performance
and vest on the normal vesting date. In exceptional circumstances, as
determined by the Committee, for example, in the case of the participant’s
death, awards may vest immediately. For bad leavers, all unvested LTIP
awards will lapse.
The post-vesting holding period will continue to apply irrespective of
employment status unless the Committee, in exceptional circumstances,
determines otherwise.
The Committee may then grant up to the same value as the lapsed value, where possible, under
the Company’s incentive plans. To the extent that it was not possible or practical to provide
the buyout within the terms of the Company’s existing incentive plans, a bespoke arrangement
would be used.
Where an existing employee is promoted to the Board, the Policy would apply from the date
of promotion but there would be no retrospective application of the Policy in relation to
subsisting incentive awards or remuneration arrangements. Accordingly, prevailing elements
of the remuneration package for an existing employee would be honoured and form part of the
ongoing remuneration of the person concerned. These would be disclosed to shareholders in
theRemunerationreportfortherelevantfinancialyear.
The Company’s policy when setting fees for the appointment of new Non-Executive Directors
istoapplythePolicywhichappliestocurrentNon-ExecutiveDirectors.
Service agreements and letters of appointment
Each of the Executive Directors’ service agreements is for a rolling term and may be terminated
by the Company or the Executive Director by giving six months’ notice. The Committee’s
policy for setting notice periods is that a six-month period will apply for Executive Directors.
TheCommitteemayinexceptionalcircumstancesarisingonrecruitment,allowalongerperiod
ofupto12months,whichwouldinanyeventreducetosixmonthsfollowingthefirstyear
ofemployment.
The Non-Executive Directors of the Company (including the Chair) do not have service
agreements. The Non-Executive Directors are appointed by letters of appointment, which set
out the terms and conditions of their appointment.
The dates of appointment of the Non-Executive Directors and their notice periods are as stated
in the table below.
Non-Executive Director Date of appointment Notice period
Elaine O’Donnell 3 July 2018 3 months
Richard Pennycook 1 April 2019 3 months
Rt Hon Justine Greening 4 March 2021 3 months
Simon Cooper 30 June 2023 3 months
Veronica Sharma 1 September 2023 3 months
Victoria Self 3 February 2025 3 months
The terms of the Non-Executive Directors’ positions are subject to their re-election by the
Company’s shareholders at the 2026 AGM and to re-election at any subsequent AGM at which
the Non-Executive Directors stand for re-election.
Directors’ Remuneration report continued
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Name of incentive plan Change of control Discretion
The Growth Plan The number of shares subject to
unvested Growth Plan awards
vesting on a change of control
will be subject to a pro-rata
assessment of performance
against the performance target as
atthedateofchangeofcontrol.
The exercise price will still apply
inallcircumstances.
In the event of a change of control,
the award vests on the date of change
of control and performance will be
assessed on a pro-rata basis.
The Committee has discretion to
override the default position (i.e. time
and performance pro-ration) and be
more generous.
For Growth Plan awards, the exercise
price will still apply in all circumstances.
Consideration of shareholder views
The Committee considers shareholder feedback received in relation to the AGM each year and
guidance from shareholder representative bodies more generally.
In formulating the 2025 Policy, the Committee consulted directly with shareholders representing
over 59% of the register as well as major proxy agencies, through two rounds of written
correspondence, virtual meetings and follow-up calls.
Thefeedbackreceivedfrombothroundsofconsultationwasinstrumentalinshapingthefinal
proposals. As a result of the constructive consultation process, amendments were made to the
originalproposaltoreflectshareholderandproxyfeedback.Thethreekeyamendmentswere:
1) a shift from a PBT target to an EPS target;
2) enhanced clarity on the time-based LTIP discretionary underpin; and
3) increased shareholding requirements of Executive Directors.
Remuneration element Treatment on exit
The Growth Plan If the Executive Director is a good leaver, unless the Committee determines
otherwise, awards under the Growth Plan will be pro-rated for time and
vest on the normal vesting date. For the Growth Plan, good leavers are
participants who cease to be in employment by reason of injury, ill-health,
disability, death and any other reason which the Committee decides, and
participants will normally only be eligible to be treated as a good leaver if
they have served as an active employee of the Company for at least three
yearsoutofthefiveyearplanvestingperiod.
For bad leavers, Growth Plan awards will lapse.
Post-cessation
shareholding
requirement
Upon departure, Executive Directors will be required to retain 100% of their
shareholding requirement (or full actual holding if lower) for a period of two
years post-cessation.
Change of control
TheCommittee’spolicyonthevestingofincentivesonachangeofcontrolissummarisedbelow:
Name of incentive plan Change of control Discretion
Annual bonus plan Pro-rated to time and
performance to the date of the
change of control.
The Committee has discretion to
continue the operation of the Plan to
the end of the bonus year.
LTIP The number of shares subject to
subsisting LTIP awards vesting on
a change of control will be pro-
rated to time and performance to
the date of the change of control.
The Committee retains absolute
discretion regarding the proportion
vesting taking into account time
andperformance.
There is a presumption that the
Committee will pro-rate to time. The
Committee will only waive pro-rating
in exceptional circumstances where
it views the change of control as an
event that has provided a material
enhanced value to shareholders, which
will be fully explained to shareholders.
In all cases any applicable performance
conditionsmustbesatisfied.
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Illustrations of application of remuneration policy
The following charts illustrate how the potential future remuneration of the Executive
Directorsmayvaryatdifferentlevelsofperformanceandthepercentageeachelementmay
form together with the possible total value. For the purpose of these charts, the following
assumptionshavebeenmade:
• ThebasesalarylevelsarethoseineffectasatthedateoftheGeneralMeeting.
• Fixedelementscomprisebasesalary,pensionandotherbenefits.
• Benefitslevelsareassumedtobethesameasinthe2024financialyearforeach
ExecutiveDirector.
• Bonus opportunity and LTIP award levels are the maximum levels set out in the Policy table,
while Growth Plan awards are as set out in the Policy table for each Executive Director.
• The LTIP vesting is assumed to be 100% of the maximum under each performance scenario
due to the lack of any performance conditions.
• The Growth Plan is assumed to give a nil payout for the on-target and maximum scenarios
(excluding the share price growth scenario) due to the exercise price of the awards.
• The market capitalisation used to illustrate the Growth Plan is as at 28 July 2025.
• No share price increase has been assumed, save for in the scenario which illustrates the
impact of 50% share price appreciation on the potential value of future remuneration.
• Dividend equivalents have not been added to LTIP or Growth Plan share awards.
Consideration of conditions elsewhere in the Company
The Committee considers pay and employment conditions across the Company when reviewing
the remuneration of the Executive Directors and other senior employees. In particular, the
Committee considers the range of base pay increases across the Group when reviewing base
salaries for Executive Directors in addition to a range of applicable pay ratios.
The Committee supports the Board’s initiative to ensure employee views and concerns are
takenintoaccountinitsdecisionmakingandhasaclearunderstandingofpayandbenefits
at all team member levels in the Group. This includes decisions relating to the remuneration
arrangements for senior management and the Executive Directors.
Our employees are critical to our success, and we aim to provide market competitive
remunerationandbenefitpackagesinordertocontinuetobeseenasanemployerofchoice.
The remuneration structure for our wider workforce is similar to that of our Executive Directors
(withtheexceptionoftheGrowthPlan)andcontainsbothfixedandperformance-basedelements.
Generally, the more senior the individual, the greater the variable pay as a proportion of overall
pay due to the ability of senior managers to impact more directly upon Company performance.
Whilst the Committee does not consult directly with colleagues when determining the policy for
Executive Directors, awards under the LTIP scheme are operated for other colleagues to ensure
alignment of objectives across the Group and pension entitlement for the current Executive
Directors is in line with the rest of the workforce. Whilst the Growth Plan is limited to the
Executive team and any other individuals at the discretion of the Remuneration Committee, the
continuation of the LTIP provides alignment between the incentives operated for our Executive
Directors and the senior management team. We also have an open, collaborative and inclusive
management structure and engage regularly with our employees on a range of issues including
the Group’s approach to remuneration.
Directors’ Remuneration report continued
FY25 Remuneration Policy and Workforce Remuneration continued
Scenario charts (as set out in the Notice of General Meeting)
CEO Shaun Morton £k
Minimum Minimum Minimum£471 £294 £365
0 0 01,000 1,000 1,0002,000 2,000 2,0003,000 3,000 3,0004,000 4,000 4,000
£1,196 £747 £928
£1,364
Fixed pay Growth Plan Share price growthBonus LTIP
£851 £1,058
£3,768 £2,565 £2,824
Target Target Target
Maximum Maximum Maximum
Maximum with 50%
share price growth
Maximum with 50%
share price growth
Maximum with 50%
share price growth
CFO Jon Wormald £k CMO Zoe Harris £k
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Workforce remuneration
Our people are central to the delivery of our strategy and MTA. The Committee takes account of wider workforce pay, policies and practices when setting executive remuneration. We seek to
ensure that reward across the business is fair, competitive and aligned to both Company performance and individual contribution. A Q&A with Jennie Cronin on page 101 explores in more detail
how wider workforce remuneration aligns with the delivery of the MTA.
Remuneration element Eligibility Details Implementation at OTB
Salary All employees We regularly assess salaries against local markets to
ensurethatweareabletoattractandretaintoptalent.
• AnnualpayreviewstakeplaceinJanuaryforallemployees.
• The Group is proud that it continues to be a Real Living Wage employer, voluntarily paying its
lowest-paidemployeesasalaryinexcessoftheNationalMinimumWage.
Benefits All employees Allemployeesareabletoaccessbenefitsfromdayone
of their employment.
• Weaimtoofferabenefitsprogrammethathassomethingforeveryone,ratherthanonesizefitsall.
• This year we’ve further improved our family-friendly policy with the addition of enhanced neo-natal
care leave. And introduced our Transitioning in the workplace policy.
• You can read more about these in our “Here for people” section on page 32.
• Weregularlyreviewourbenefitsofferingtoensurethatitisrelevantandcompetitive,using
internal feedback and data insights.
Pension All employees To support employees in saving for the future, they’re
enrolled into the Group pension scheme within three
months of their start date.
• Pension contributions are 5% of salary for all colleagues, including Executive Directors, ensuring
alignment across the workforce.
Share Incentive Plan
(ʻSIPʼ)
All employees After six months’ employment, all colleagues can
participate in our Share Incentive Plan (‘SIP’), enabling
monthly share purchases of £5 to £150. This provides
everyone with a direct stake in our success.
Availabletoallemployeeswithoversixmonths’service.
Annual bonus Senior
management
Our senior leadership team participates in a bonus plan
which is based on performance against four business and
financialmetricswhichunderpinourbusinessstrategy.
The plan is designed to reward collective contribution
towards the delivery of our strategy.
As per Directors’ Remuneration Policy except there is no deferral into shares for senior leaders.
Long Term Incentive
Plan (ʻLTIPʼ)
Senior
management
The LTIP scheme is designed to retain and reward our
senior leaders.
As per Directors’ Remuneration Policy except there is no holding period applicable to the awards.
Growth Plan Executive team One-offplandesignedtoalignexceptionalperformance
withshareholdervalue.
As per Directors’ Remuneration Policy except there is no holding period applicable to the awards
beyond Executive Directors.
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Directors’ Remuneration report continued
Other Statutory Remuneration Disclosures
Single total figure of remuneration (audited)
ThetablebelowsetsoutthesingletotalfigureofremunerationandbreakdownforeachExecutiveandNon-ExecutiveDirectorinrespectofthe2025financialyear.Comparativefiguresforthe
2024financialyearhavealsobeenprovided.
£’000
Base salary/fees Benefits
2
Pension Total Fixed Pay Bonus LTIP
5,6
Total Variable Pay Total
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Executive Directors
Shaun Morton 443 431 2 2 21 16 466 449 109 95 – 228 109 323 575 772
Jon Wormald 276 269 2 2 13 10 291 281 68 59 – – 68 59 359 340
Zoe Harris 344 335 1 1 21
3
8 366 344 85 74 – 234
4
85 308 451 652
Non-Executive Directors
Simon Cooper 53 53 – – – – 53 53 – – – 40 – 40 53 93
Richard Pennycook 179 179 – – – – 179 179 – – – – – – 179 179
David Kelly
1
15 53 – – – – 15 53 – – – – – – 15 53
Elaine O’Donnell 68 68 – – – – 68 68 – – – – – – 68 68
Justine Greening 62 62 – – – – 62 62 – – – – – – 62 62
Veronica Sharma 53 53 – – – – 53 53 – – – – – – 53 53
Victoria Self
1
36 – – – – – 36 – – – – – – – 36 –
1. David Kelly stepped down from the Board on 10 January 2025. Victoria Self joined the Board on 3 February 2025.
2. Taxablebenefitsreceivedwerefamilymedicalinsurance.
3. The pension stated for Zoe Harris in FY25 includes £16,000 in respect of FY25 and a backdated payment of £5,000 in respect of FY24.
4. The value of Zoe Harris’ LTIP includes an award that was granted prior to her appointment to the Board. Her FY22 Executive RSA award vested in two tranches; 50% vested on 31 December 2022 (which was included in 2023 remuneration
previously reported) and the remaining 50% vested on 31 December 2023 (included above for 2024). The award was subject to continued employment (no performance conditions).
5. The value of the LTIP for 2024 for each of Shaun Morton, Zoe Harris and Simon Cooper relates to the 2022 FY22 LTIP award (and in the case of Zoe Harris, includes the value of her FY22 Executive RSA – see footnote 4 above). The 2024
Directors’ Remuneration Report included assumed values, and these values have been restated above based on the actual vesting outcome of 44.365% of the maximum and using a share price of 239.5 pence, being the share price on the
vesting date. This is equivalent to 95,378 nil-cost options in the case of Shaun Morton, 52,405 nil-cost options in the case of Zoe Harris, and 16,731 nil-cost options in the case of Simon Cooper. The value of the FY22 LTIP award included above
is therefore £228,430 in the case of Shaun Morton, £125,510 in the case of Zoe Harris, and £40,071 in the case of Simon Cooper. The share price on vesting was lower than the original share price of 256.0 pence used to determine the original
number of awards on grant, therefore none of the value stated is attributable to share price depreciation over the period to the vesting.
6. ThevalueoftheLTIPfor2025iszerobecausetheFY22LTIPthatvestedduringFY25wasalreadyincludedintheFY24figure(seefootnote5).Furtherexplanationisprovidedonpages96and115.
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Bonus awards (audited)
2025 annual bonus awards and performance targets
Fortheyearended30September2025,themaximumbonusopportunityforExecutiveDirectorswasequalto100%ofsalary.Thetablebelowsetsoutthetargetsand
performanceandultimatepayoutlevel.
Performance metric
Performance level Actual bonus paid
Weighting
Threshold
(25%)
Target
(62.5%)
Maximum
(100%) Actual % of maximum % of salary
Group booked TTV (£m)
1
35% 1,318 1,464 1,610 1,303 0 0
Group adjusted PBT (£m)
2
35% 33.9 37.7 41.5 28.5 0 0
Net Promoter Score 20% 46 49 52 56 100 20
Employee Engagement Score 10% 7.1 7.3 7.5 7.2 43.8 4.4
Total 100% 24.4%
1. The annual bonus outcome for 2025 has been determined using a Group booked TTV of £1,303m, which includes adjustments to the audited Group booked TTV of £53.5m in respect of elements of
discontinuedoperations.
2. The annual bonus outcome for 2025 has been determined using a Group adjusted PBT of £28.5m, which includes adjustments to the audited Group adjusted PBT of £6.5m in respect of elements of
discontinuedoperations.
In accordance with the Policy, 50% of the bonus will be deferred in shares, vesting after two years subject to continued employment. No discretion was applied in
determiningtheannualbonusoutcome.
Vesting of FY22 LTIP award (audited)
Shaun Morton, Simon Cooper (when he was an Executive Director) and Zoe Harris (prior to her appointment to the Board) were granted LTIP awards on 25 February 2022.
Vesting was subject to performance over the three years to February 2025 against a mix of TSR and TTV measures.
TheFY24Directors’RemunerationReportincludedanestimatedvestingoutcomeintheFY24singletotalfigureofremunerationbecausetheTTVfinancialyear
performancetargetsrelatedtoFY24performance.PerformanceagainsttheTSRmetricsweremeasuredon25February2025(thethirdanniversaryofgrant)andthefinal
outcomes are as set out in the table below. Group TTV and Long Haul TTV exceeded maximum performance and vested in full. Classic TTV and Absolute TSR lapsed in
full.RelativeTSRdeliveredpartialvesting.Theoverallpayoutwas44.365%ofmaximum,andthishasbeenreflectedintherestatedFY24numberinthesingletotalfigure
of remuneration table in this report.
Thetablesbelowoutlinethefinalperformanceagainsttargetsandvestingoutcomes,aswellasthenumberofsharesgrantedandvestingforeachExecutiveDirector.
Metric Weighting
Performance level
Performance
Vesting
(% of element)
Threshold
(25% vesting)
Maximum
(100% vesting)
Absolute TSR (annualised) 25% 5% 15% -4.1% 0%
Relative TSR 25% Median/-13.8% Upper quartile/31.38% -11.71% 27.46%
Group TTV 25% £798.9m £958.3m £1,200m 100%
Classic TTV 12.5% £101.4m £133.7m £69.4m 0%
Long Haul TTV 12.5% £48.5m £72.5m £96.6m 100%
Overall vesting 44.365%
Governance
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Basedontheperformanceoutcomesonthepreviouspage,44.365%oftheawardsvestedon25February2025asdetailedinthetablebelow:
Executive
Maximum number of
shares under award
Number of
shares vested
Value on
vesting date
2
Face value of
awards vesting
3
Impact of share
price on vesting
4
Simon Cooper
1
37,709
1
16,731 £40,071 £42,831 -£2,761
Shaun Morton 214,961 95,378 £228,430 £244,168 -£15,737
Zoe Harris 118,111 52,405 £125,510 £134,157 -£8,647
1. SimonCooper’sawardwasinitiallymadeover84,343shares.HebecameaGoodLeaverwhenhesteppeddownasCEOon30June2023andhisFY22awardwasadjustedproratato37,709sharestoreflectthe
reduced time served in the performance period.
2. Based on closing share price of 239.5 pence on the vesting date.
3. Based on the number of shared vesting multiplied by the share price at the date of grant (256.0 pence).
4. Based on the value at vesting less the face value of awards on vesting.
Nodiscretionwasappliedtothefinalvestingoutcomeshownabove.
LTIP awards granted in FY25 (audited)
ThetablebelowsetsoutthedetailsoftheLTIPawardsgrantedinthe2025financialyearintheformofnil-costoptions.
Director LTIP
Value
of award
Number of
shares awarded
Exercise
Price (£)
Shaun Morton 100% of salary £433,499 321,587 Nil
Jon Wormald 100% of salary £270,300 200,519 Nil
Zoe Harris 100% of salary £336,600 249,703 Nil
Theawardsweregrantedon2October2024.Thenumberofsharesawardedwascalculatedusingtheclosingsharepriceon1October2024,whichwas134.8p.
The awards will vest subject to continued employment and a discretionary performance underpin assessed by the Committee prior to vesting. There is no threshold
vesting level for the award.
Directors’ Remuneration report continued
Other Statutory Remuneration Disclosures continued
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Payments to past Directors
There were no payments made to past Directors during FY25.
Comparison of overall performance and pay (TSR graph)
The graph below shows the value of £100 invested in the Company’s shares since listing compared to both the FTSE 250 and FTSE Small Cap indices. These indices were
chosenastheyeachreflectanindextowhichtheGrouphasbeenaconstituentsincetheIPOin2015.ThegraphshowstheTotalShareholderReturngeneratedbyboth
themovementinsharevalueandthereinvestmentoverthesameperiodofdividendincome.ThisgraphhasbeencalculatedinaccordancewiththeRegulations.Itshould
benotedthattheCompanylistedon28September2015and,therefore,onlyhasalistedsharepricefortheperiodfrom28September2015to30September2025.
Total Shareholder Return (assuming £100 investment at IPO)
0
30 Sept
2016
30 Sept
2018
30 Sept
2020
30 Sept
2022
30 Sept
2024
30 Sept
2017
30 Sept
2019
30 Sept
2021
30 Sept
2023
30 Sept
2025
50
300
250
200
150
100
FTSE SMC FTSE 250 OTB
Chief Executive Officer historical remuneration
ThetablebelowsetsoutthetotalremunerationdeliveredtotheChiefExecutiveOfficersincetheIPOin2015:
Chief Executive Officer
1
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Total Single Figure (£000s) 131 239 201 316 305 89 210 392 527 772 575
Annual bonus payment level achieved
(% of maximum opportunity) – 27.8% – – – – – 79.7% 61.1% 22.0% 24.4%
LTIP vesting level achieved (% of maximum opportunity) N/A N/A N/A 30% 22.9% – – – – 37.5% 44.365%
1. Figuresfor2015-2022reflectSimonCooper’sremuneration,whilefiguresfor2024reflectShaunMorton’sremuneration.The2023figureiscombined,asSimonCoopersteppeddownasCEOon30June2023,
transitioning to a Non-Executive Founder Director role, and Shaun Morton being appointed CEO from that date.
ItshouldbenotedthattheCompanyonlyintroducedtheLTIPonadmissiontotheLondonStockExchange,withthefirstgrantmadeinMay2016.
Governance
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Change in Directors’ remuneration compared with employees
Thefollowingtablesetsoutthepercentagechangeinthesalary/fees,benefitsandbonusforeachDirectorfromFY23toFY25comparedwiththeaveragepercentage
change for employees.
FY23
6
FY24 FY25
Salary/fees Benefits Bonus Salary/fees Benefits Bonus Salary/fees Benefits Bonus
Executive Directors
Shaun Morton
1
19% – 2% 35% – (52%) 3% – 15%
Jon Wormald
2
n/a n/a n/a n/a n/a n/a 3% – 15%
Zoe Harris
2
n/a n/a n/a n/a n/a n/a 3% – 15%
Non-Executive Directors
Simon Cooper
1
(17%) – (33%) n/a n/a n/a – – –
Richard Pennycook 8% – – 3% – – – – –
David Kelly
3
(10%) – – (7%) – – (72%) – –
Elaine O’Donnell 14% – – 5% – – – – –
Justine Greening 21% – – 7% – – – – –
Veronica Sharma
2
n/a n/a n/a n/a n/a n/a – – –
Victoria Self
4
– – – – – – n/a n/a n/a
Wider workforce
Average employee – Group-wide
5
6% – 98% 6% – 91% 8% – 38%
1. SimonCoopersteppeddownasCEOon30June2023andtransitionedtoaNon-ExecutiveFounderDirectorroleandShaunMortonwasappointedasCEOfromthisdate.ThisisreflectedintheFY23figuresabove.
2. Jon Wormald, Zoe Harris and Veronica Sharma were appointed to the Board during FY23 and therefore there is no % change prior to FY25.
3. David Kelly stepped down from the Board on 10 January 2025.
4. Victoria Self was appointed to the Board during FY25 and therefore there is no % change.
5. Average employee percentage change is based on earnings of full-time employees that were employed throughout the current and comparison period.
6. NED fees rose in FY23 as a result of the three-yearly review cycle. Rises were in line with wider workforce pay increases over the equivalent period.
CEO pay ratio
InaccordancewiththeCompanies(MiscellaneousReporting)Regulations2018,wehavesetoutbelowtheratioofCEOpay(basedonsingletotalfigureofremuneration)to
thatofUKemployeesforFY20toFY25.Thecalculationhasbeenperformedinlinewith“OptionA”andisbasedonthetotalsinglefigureofremunerationmethodology.
Year Methodology 25th percentile pay ratio Median pay ratio 75th percentile pay ratio
2024/25 Option A 22:1 17:1 9:1
2023/24 Option A 27:1 22:1 11:1
2022/23 Option A 22:1 17:1 10:1
2021/22 Option A 18:1 10:1 7:1
2020/21 Option A 11:1 8:1 4:1
2019/20 Option A 5:1 3:1 2:1
Directors’ Remuneration report continued
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Weused“OptionA”aswebelievethisisthemoststatisticallyrobustmethodandisinlinewiththegeneralpreferenceofinstitutionalshareholders.Allfiguresarecalculated
usingpayandbenefitsdataforthefinancialyearto30September2025forindividualsemployedasatthefinancialyearend.Thepayratiohasbeencalculatedusingthe
actualpayandbenefitsreceivedinFY25.Noelementsofpaywereomitted.Full-timeequivalentfiguresweredeterminedbyup-ratingrelevantpayelementsbasedon
the average proportion of full-time hours the employee worked during the year and (for joiners during the year) the proportion of the year they were employed. Employees
who left during the year were not included in the calculation.
Thetablebelowsetsoutthesalary,andtotalpayandbenefits,foreachofthethreequartileemployees(P25,P50andP75)forFY25.
25th percentile (P25)
1
Median (P50) 75th percentile (P75)
Salary £24,282 £32,012 £62,383
Totalpayandbenefits £25,991 £33,746 £65,275
1. TheGroupisaRealLivingWage(RLW)employer.The25thpercentilesalaryfigurereflectscolleagueswhowerepaidtheRLWthroughouttheyearbutwhoseannualsalaryincludesthreemonthsattheprior
RLWrateandninemonthsattheincreased2025rate.Thistimingeffectresultsinapro-ratedannualsalarybelowtheheadlineRLWfigure,althoughallcolleagueswerepaidatorabovetheapplicableRLW
eachmonth.
TheCEOpayratiodecreasedinFY25duetoShaun’ssingletotalfigureofremunerationinFY24includingthevalueofthevestedFY22LTIPaward,whereasnoLTIPvesting
isincludedintheFY25singlefigure.
The Committee believes that the median ratio is consistent with the pay, reward and progression policies for the Group’s employees. Base salaries of all employees,
including our Executive Directors, are set with reference to a range of factors including market practice, experience and performance in role. In reviewing the ratios the
CommitteealsonotedthattheCEO’sremunerationpackageisweightedmoreheavilytowardsvariablepay(includingthebonusandLTIP)thanthewiderworkforce
duetothenatureoftherole,andthismeanstheratioislikelytofluctuatedependingontheperformanceofthebusinessandassociatedoutcomesofincentiveplansin
eachyear.
Relative importance of the spend on pay
Thetablebelowsetsouttherelativeimportanceofspendonpayinthe2024and2025financialyearscomparedwithotherdisbursements.Allfiguresprovidedaretaken
from the relevant Company accounts.
Director
Disbursements
from profit in 2024
financial year
(£m)
Disbursements
from profit in 2025
financial year
(£m) % change
Profitdistributedbywayofdividend 1.5 4.9 227%
Overall spend on pay including Executive Directors 30.2 30.7 2%
Governance
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Statement of Directors’ shareholdings and share interests (audited)
Director
Share plan awards
subject to performance
conditions
2
Share plan awards
subject to continued
employment
3
Share plan interests
vested but unexercised
Shares held
outright
1
Share plan awards
exercised during FY25
4
Executive Directors
Shaun Morton 1,544,222 1,109,138 0 201,518 95,378
Jon Wormald 1,158,166 611,222 73,274 14,896 0
Zoe Harris 1,158,166 928,001 219,752 53,130 0
Non-Executive Directors
Simon Cooper (former Executive Director) 0 15,967 67,029 9,521,226 0
Richard Pennycook 0 0 0 48,267 0
Elaine O’Donnell 0 0 0 11,447 0
Justine Greening 0 0 0 11,119 0
Veronica Sharma 0 0 0 0 0
Victoria Self 0 0 0 3,500 0
1. This information includes holdings of any connected persons.
2. ThesefiguresrepresenttheFY26GrowthPlanawardswhichwillvestsubjecttotheachievementofanadjustedEPStargetinanyoneofthefinancialyearsFY25toFY29,andthereafterwillbesubjecttoapost-
vesting holding period to 3 October 2030.
3. ThesefiguresincludetheFY26LTIPawardswhichweregrantedon3October2025andwillveston3October2028subjecttocontinuedemployment.
4. Shaun Morton exercised 95,378 nil cost options (the vested shares from his FY22 LTIP award) on 10 March 2025 and sold 45,054 of the resulting shares to cover the tax liability arising on exercise, at a price per
share of 227.59 pence.
Between 30 September 2025 and the date of this report, there were no changes in the Directors’ shareholdings or share interests as shown above.
ThetablebelowsetsoutthecurrentshareholdingandincludestheshareholdingrequirementfortheExecutiveDirectors:
Shares held for purpose of shareholding requirement
1
Director
Shareholding
requirement
4
Number of shares
1
% of salary
2
Shareholding
requirement met?
3,4
Shaun Morton 300% of salary 789,361 391 Yes
Jon Wormald 300% of salary 412,118 264 No
5
Zoe Harris 300% of salary 764,723 487 Yes
1. Shares included for the purposes of measuring the shareholding requirement include shares owned outright (including those by connected persons), vested but unexercised share options and unvested shares
subject to continued employment only (on a net of tax basis), including those granted on 2 October 2025.
2. The closing share price of 221.50p as at 30 September 2025 has been taken for the purpose of calculating the current shareholding as a percentage of salary.
3. ZoeHarriswasappointedtotheBoardon14October2022,whileJonWormaldjoinedtheBoardon30June2023.Theyeachhadfiveyearsfromthesedatestobuilduptheirshareholdingrequirementto200%
which has been met.
4. The shareholding requirement applicable to the Executive Directors has been increased to 300% of salary following approval of the new Directors’ Remuneration Policy, to be built up by the end of the Growth
Plan performance period (30 September 2029).
5. This represents Jon Wormald’s shareholding as a percentage of his uplifted salary of £345k from 1 October 2025. Based on his salary as at 30 September 2025 (£278,409), his shareholding was equivalent to
327% of salary and therefore the requirement would have been met.
Directors’ Remuneration report continued
Other Statutory Remuneration Disclosures continued
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Shareholder voting at Annual General Meeting
The following table shows the results of the advisory vote on the 2025 Directors’ Remuneration report (at the 2025 AGM) and the binding vote on the Directors’
Remuneration Policy at the 2025 General Meeting on 12 September 2025.
Resolution For Against Withheld
Ordinary resolution to approve the Directors’ Remuneration report (2025 AGM)
103,368,951
(96.83%)
3,386,986
(3.17%)
1,024,594
Ordinary resolution to approve the Directors’ Remuneration Policy (2025 General Meeting)
92,430,621
(80.90%)
21,817,207
(19.10%)
58,677
Composition and terms of reference of the Remuneration Committee
TheBoardhasdelegatedtotheRemunerationCommittee,underagreedtermsofreference,responsibilityfortheRemunerationPolicyandfordeterminingspecific
packages for the Chair, Executive Directors and such other senior employees of the Group as the Board may determine from time to time. The terms of reference for
the Remuneration Committee are in line with the Code and are available on the Company’s website, www.onthebeachgroupplc.com. All members of the Remuneration
CommitteeareindependentNon-ExecutiveDirectors.TheRemunerationCommitteereceivesassistancefromtheCEO,CFO,ChiefPeopleOfficerandCompany
Secretary, who attend meetings by invitation, except when issues relating to their own remuneration are being discussed. The Remuneration Committee met nine times
duringFY25andmemberattendanceissetoutbelow:
Member from Meetings attended
Justine Greening (Chair) March 2021 9/9
Elaine O’Donnell July 2018 9/9
Richard Pennycook April 2019 9/9
Veronica Sharma September 2023 9/9
Victoria Self February 2025 7/7
Implementation of Remuneration Policy in FY26
The Remuneration Committee proposes to implement the Policy for FY26 as set out below. In implementing the Policy, the Committee will continue to take into account
factors such as remuneration packages available with comparable companies, the Company’s overall performance, internal relativities, achievement of corporate
objectives, individual performance and experience, general market and wider economic trends.
Salary
ForFY26,theCommitteedeterminedthatJonWormald’sbasesalaryshouldincreaseto£345,000witheffectfrom1October2025.Thisreflectstheexpandedscopeand
accountabilityofhisrolefollowingthetransitionofChiefSupplyOfficerresponsibilitiesintotheCFOremit,Jon’ssustainedperformanceandleadership,andindependent
benchmarking of comparable roles. This change was consulted on with shareholders as part of the FY25 policy engagement and was supported.
ThebasesalariesoftheotherExecutiveDirectorswillbereviewedinlinewiththewiderworkforceandtheincreaseswilltakeeffectfrom1January2026.
Name
2026
(£)
2025
(£) Percentage change
Shaun Morton 459,900 446,505 3%
Jon Wormald 345,000 278,409 24%
Zoe Harris 357,099 346,698 3%
Governance
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NED fees
NEDfeeswerelastreviewedin2022,andthecurrentfeeshavebeeninplacesince1January2023.Thisyear’sreviewrepresentsthefinalreviewundertheprevious
three-year cycle. In line with the new Remuneration Policy approved in 2025, Non-Executive Director fees will transition to an annual review cycle from 2026 onwards,
reflectingmarketpositioning,companysizeandcomplexity,andavoidingtheneedforlarge‘catch-up’adjustmentsinfutureyears.Aspartofthisfinalthree-yearreview,
all fees have been increased by 8.2% in line with Executive Director increases over the equivalent period and below the levels awarded to the wider workforce over the
equivalentperiod(whichis10.3%).Thenewfeeswilltakeeffectfrom1January2026.
Position
Fee 2026
(£)
Fee 2025
(£)
Chair £194,543 £179,800
Base NED £57,670 £53,300
Senior Independent Director (additional) £6,492 £6,000
Chair of Audit Committee (additional) £9,738 £9,000
Chair of Remuneration Committee (additional) £9,738 £9,000
Benefits and pension
Nochangesareproposedtobenefitsorpension.ExecutiveDirectorpensionsremainat5%ofsalary,alignedtothewiderworkforce.
Annual bonus plan
The maximum annual bonus opportunity for Executive Directors will remain at 100% of salary, with performance measures unchanged (35% adjusted PBT, 35% Group TTV,
20% NPS, 10% employee engagement). Targets will be disclosed retrospectively in next year’s report. Up to 50% of any bonus earned will continue to be deferred into
shares for two years. Malus and clawback provisions remain in place.
LTIP awards granted in FY26
ThetablebelowsetsoutthedetailsoftheLTIPawardsgrantedinthe2026financialyearintheformofnil-costoptions.NofurtherLTIPawardswillbegrantedinthe2026
financialyear.
Director Quantum Face value of award
Number of
shares awarded
Exercise price
(£)
Shaun Morton 100% of salary £446,505 201,130 Nil
Jon Wormald 100% of salary £345,000 155,405 Nil
Zoe Harris 100% of salary £346,698 156,171 Nil
The awards were granted on 3 October 2025. The number of shares awarded was calculated using the closing share price on 2 October 2025, which was 222.0p.
The awards will vest subject to continued employment over a period of three years and a discretionary performance underpin assessed by the Committee prior to vesting.
Directors’ Remuneration report continued
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Growth Plan awards granted in FY26
Following approval by shareholders in September 2025, Growth Plan awards were granted in October 2025. The awards give the Executive Directors and other members
of the senior management team the opportunity to share collectively in 5% of the total value created for shareholders from the date of grant, if and only if, a stretching
adjusted basic EPS target of 38.7p is achieved in any one year between FY25 and FY29.
The table below sets out the details of the Growth Plan awards granted to the Executive Directors.
Director Share of Growth Plan pool
Number of
options awarded
Exercise price
(£) Performance period
Shaun Morton 20% 1,544,222 2.52 Up to FY29
Jon Wormald 15% 1,158,166 2.52 Up to FY29
Zoe Harris 15% 1,158,166 2.52 Up to FY29
The awards were granted on 3 October 2025. The exercise price was calculated using the average closing share price over the 30 days prior to grant, which was 252.0p.
The 5% pool comprising 7,721,113 shares was calculated based on a total issued share capital of 154,422,277 on the date of grant (based on shares bought back (whether
or not cancelled) as at close of business the day prior to grant).
Awards will vest only if adjusted basic EPS reaches 38.7p in any one year between FY25 and FY29 and as market value options they will only have value if the share price
isinexcessoftheexercisepriceof252.0ppershare.Anyoptionsthatdovestaresubjecttoafive-yearholdingperiodfromgrant,andremainundermalusandclawback
provisions until the seventh anniversary of grant in line with the Policy.
Advisers to the Remuneration Committee
Duringthefinancialyear,theCommitteetookadvicefromPricewaterhouseCoopersLLP(‘PwC’),whowereretainedasexternalindependentremunerationadvisersto
the Committee. During FY25, PwC advised the Company primarily in relation to the development of the new Directors’ Remuneration Policy, including advice on market
practice, corporate governance and performance target-setting, and on the design and implementation of the Growth Plan and other share schemes considered as part
of that Policy. PwC also provided advice on related matters considered by the Committee.
TheRemunerationCommitteeissatisfiedthattheadvicereceivedwasobjectiveandindependent,andthatallindividualswhoprovidedremunerationadvicetothe
Committee have no connections with the Company or its Directors that may impair their independence. PwC is a member of the Remuneration Consultants Group and
adheres to the voluntary Code of Conduct, which is designed to ensure objective and independent advice is given to remuneration committees.
PwCreceivedfeesof£112,250fortheiradviceduringtheyearto30September2025,basedonafixedretainerplusadditionalfeeschargedonatimeandexpensesbasis.
The Rt Hon Justine Greening
Chair of the Remuneration Committee
1 December 2025
Governance
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Statutory information
Information required to be part of the Directors’ report can be found elsewhere in this
document,asindicatedinthetablebelowandisincorporatedintothisreportbyreference:
Section of report Page reference
Employee engagement Pages 22, 29 to 36, 75 and 79
Employment of disabled persons Page 36
Future developments of the business Pages 08-14
Stakeholder engagement and s.172 statement Pages 78-81
Viability statement Page 59
Directors’ interests Page 73
Directors’ Responsibilities Statement Page 135
Greenhouse gas emissions Pages 42 and 44
Risk management Pages 52 to 58
Human rights and anti-bribery and corruption Page 50
Diversity Pages 29 to 30, 32, 35 to 37, 85 to 86
Non-financialkeyperformanceindicators Pages 22 to 23
Directors’ report
All sections under the heading “Governance” on page 61 of this document comprise the
Directors’ report for On the Beach Group plc (company number 09736592) (the ‘Company’)
anditssubsidiaries(togetherthe‘Group’)forthefinancialyearto30September2025.
Strategic report
All sections under the heading “Strategic report” on page 01 of this document comprise
the Strategic report. The Strategic report sets out the development and performance of the
Group’sbusinessduringthefinancialyear,thepositionoftheGroupattheendoftheyearand
adescriptionoftheprincipalrisksanduncertainties(includingthefinancialriskmanagement
position) which is set out on pages 54 to 58.
Management report
This Directors’ report (pages 124 to 128) together with the Strategic report (pages 01 to 60) form
the Management report for the purposes of DTR 4.1.8R.
UK Corporate Governance Code
The Company’s statement with regards to its adoption of the UK Corporate Governance Code
can be found in the Corporate Governance Statement on pages 68 to 76. The Corporate
Governance Statement forms part of this Directors’ report and is incorporated into it by reference.
Directors
ThenamesoftheDirectorswhoheldofficeduringtheyeararesetoutonpages64to67.
Biographical details of all the Directors serving at the date of this Annual Report are shown
on pages 64 to 66. Subject to law and the Company’s Articles of Association, the Directors
may exercise all of the powers of the Company and may delegate their power and discretion
toCommittees.
Appointment and replacement of Directors
The appointment and replacement of Directors is governed by the Company’s Articles of
Association, the UK Corporate Governance Code, the Companies Act 2006 and related
legislation. The Directors may from time to time appoint one or more Directors. The Board may
appoint any person to be a Director (so long as the number of Directors does not exceed the
limitprescribedintheArticles).UndertheArticles,anysuchDirectorshallholdofficeonlyuntil
the next AGM and shall then be eligible for election. The Articles also require that at each AGM,
anyDirectorwhoheldofficeatthetimeofthetwoprecedingAGMsandwhodidnotretireat
eitherofthemmustretire,andanyDirectorwhohasbeeninoffice,otherthanaDirectorholding
anexecutiveposition,foracontinuousperiodofnineyearsormoremustretirefromoffice.
However, in accordance with previous years and in accordance with best practice, all Directors
will submit themselves for re-election at the AGM each year. Any Director who retires at an AGM
mayofferthemselvesforreappointmentbytheshareholders.AllDirectorswillretireandstand
for election or re-election at the 2026 AGM.
Amendment of Articles of Association
The Company’s Articles of Association (‘the Articles’) may only be amended by way of a special
resolution at a general meeting of the shareholders. No amendments are proposed to be made
at the forthcoming Annual General Meeting.
Directors’ report
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Share capital and control
The Company’s issued share capital comprises Ordinary Shares of £0.01 each, which are
listedontheLondonStockExchange(LSE:OTB.L).TheISINofthesharesisGB00BYM1K758.
The issued share capital of the Company as at 30 September 2025 comprised 155,079,777
OrdinarySharesof£0.01each.Thisfigureisstatednetof1,394,485shareswhichwere
bought back between 24 and 30 September 2025 and held as treasury shares (for accounting
purposes) at the year end. These shares were subsequently cancelled on 2 and 9 October
2025. Further information regarding the Company’s issued share capital can be found on
page142ofthefinancialstatements.Detailsofthemovementsinissuedsharecapitalduring
theyearareprovidedinnote21totheGroup’sfinancialstatementscontainedonpage166.
All the information detailed in note 21 on page 166 forms part of this Directors’ report and is
incorporated into it by reference.
At the Annual General Meeting of the Company held on 25 February 2025, the Directors
were granted authority from shareholders to allot shares in the capital of the Company up to a
maximum nominal amount of £1,095,406.88 (109,540,688 shares of £0.01 each), half of which
amount may solely be used in connection with a pre-emptive rights issue. The Directors will
seek to renew this authority at the 2026 AGM.
Authority to purchase own shares
At the 2025 AGM, shareholders granted the Company authority to purchase, in the market,
up to 16,431,103 ordinary shares (representing 10% of the issued share capital) (the ‘Authority’).
Between 25 February 2025, when the Authority was granted, and 20 March 2025, the
Company repurchased 3,805,796 shares under this Authority as part of the on-market share
buyback programme announced in December 2024. On 24 September 2025, the Company
announced that it would commence a further on-market share buyback under the same
Authority, and between 24 and 30 September 2025 repurchased a further 1,394,485 shares.
Between 1 October 2025 and completion of the buyback programme on 18 November 2025,
the Company repurchased an additional 10,174,681 shares, leaving 1,056,141 shares remaining
under the Authority.
The current Authority will expire at the conclusion of the 2026 AGM, when a resolution
will be proposed for its renewal. The Directors will continue to exercise this power after
carefulconsideration,takingintoaccounttheCompany’sfinancialresources,shareprice,
future potential uses of capital, the impact on earnings per share and the interests of
shareholdersgenerally.
Rights attaching to shares
All shares have the same rights (including voting and dividend rights and rights on a return of
capital) and restrictions as set out in the Articles. Except in relation to dividends which have
been declared and rights on a liquidation of the Company, the shareholders have no rights
toshareintheprofitsoftheCompany.TheCompany’ssharesarenotredeemable.However,
following any grant of authority from shareholders, the Company may purchase or contract
topurchaseanyofthesharesonoroffmarket,subjecttotheCompaniesAct2006andthe
requirements of the Listing Rules.
No shareholder holds shares in the Company that carry special rights with regard to control of
the Company. There are no shares relating to an employee share scheme that have rights with
regard to control of the Company that are not exercisable directly and solely by the employees,
other than in the case of the Company’s Share Incentive Plan, Long Term Incentive Plan and
Growth Plan, where share interests of a participant in such schemes can be exercised by the
personal representatives of a deceased participant in accordance with the scheme rules.
Voting rights
Each Ordinary Share entitles the holder to vote at general meetings of the Company. A resolution
put to the vote of the meeting shall be decided on a poll and every member who is present in
person or by proxy shall have one vote for every share of which they are a holder. The Articles
provide a deadline for submission of proxy forms of not than less than 48 hours before the time
appointed for the holding of the meeting or adjourned meeting. No member shall be entitled
to vote at any general meeting either in person or by proxy, in respect of any share held by
them, unless all amounts presently payable by them in respect of that share have been paid.
Save as noted, there are no restrictions on voting rights nor any agreement that may result in
such restrictions.
Restrictions on transfer of securities
The Articles do not contain any restrictions on the transfer of Ordinary Shares in the Company
other than the usual restrictions applicable where any amount is unpaid on a share. Certain
restrictions are also imposed by laws and regulations (such as insider trading and marketing
requirements relating to close periods) and requirements of the Market Abuse Regulation and
the Company’s securities dealing code whereby all employees of the Company require approval
to deal in the Company’s securities.
Governance
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Change of control
Save in respect of a provision of the Company’s share schemes, which may cause options
and awards granted to employees under such schemes to vest on takeover, there are no
agreements between the Company and its Directors or employees providing for compensation
forlossofofficeoremployment(whetherthroughresignation,purportedredundancyor
otherwise) because of a takeover bid.
The revolving credit facility contains customary prepayment, cancellation and default provisions
including, if required by a lender, mandatory prepayment of all utilisations provided by that
lender upon the sale of all or substantially all of the business and assets of the Group or a
change of control.
As the Group holds Air Travel Organiser’s Licences, the ATOL Standard Terms will apply.
Those terms include provisions on change of control.
Employee share schemes
TheCompanyhasfouremployeeshareschemesinplace:
1. An HMRC-approved Share Incentive Plan (‘SIP’) to encourage wide employee share
ownership and thereby align employees’ interests with shareholders.
2. A Long Term Incentive Plan (‘LTIP’) under which nil-cost share options are granted to
Executive Directors, subject to continued employment.
3. A Save As You Earn Plan (‘SAYE’), which is an all-employee savings-related share option
plan. Although the SAYE was approved at the 2018 AGM, it has not yet been rolled out to
employees and there are no plans to do so.
4. A Growth Plan, under which market value options are granted to Executives and others as
identifiedbytheRemunerationCommittee.Awardsvestsubjecttostretchingtargetslinked
to long-term strategic targets, aligning participants’ interests with those of shareholders and
delivery of the strategy.
Further details are provided in the Directors’ Remuneration report on pages 94 to 103.
Annual General Meeting
The Annual General Meeting for 2026 will be held at 10am on 12 March 2026 at the Company’s
headquarters at Aeroworks, 5 Adair Street, Manchester, M1 2NQ.
The Notice of Meeting, which sets out the resolutions to be proposed at the forthcoming AGM,
specifiesdeadlinesforexercisingvotingrightsandappointingaproxyorproxiestovotein
relation to resolutions to be passed at the AGM.
All proxy votes will be counted and the numbers for, against or withheld in relation to each
resolution will be announced at the AGM and published on the Company’s website.
General Meeting
A General Meeting of the Company was held on 12 September 2025, at which shareholders
approved the new Remuneration Policy, On the Beach Growth Plan and an amendment to the
2023 Long Term Incentive Plan to remove the inner 5% dilution limit. All resolutions received
strong shareholder support, with over 80% of votes cast in favour.
Notifiable changes to substantial shareholdings
Duringtheyear,theCompanyhasbeennotified,inaccordancewithChapter5oftheFinancial
Conduct Authority’s Disclosure Guidance and Transparency Rules (‘DTR5’) of the following
increasesordecreasesinsignificantinterestsintheissuedOrdinarySharecapitalofthe
Company.SuchnotificationsarepublishedasanRNSandarealsoavailableontheCompany’s
website (www.onthebeachgroupplc.com/investor-centre/rns).
Thefollowingfiguresrepresentthenumberofsharesandhowthattranslatestoapercentage
shareholdingintheCompanyasatthedateonwhichthechangewasnotified.Theholdings
mayhavechangedsincenotificationbutanyfurthernotificationisnotrequireduntilthenext
applicable threshold in DTR5 is crossed.
Directors’ report continued
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Please note there could be other shareholders with substantial shareholdings who are not listed
below because their shareholdings have not increased above or decreased below a threshold
during the year.
Name of shareholder Number of shares
Nature of holding
as per disclosure Date of notification
Morgan Stanley & Co. International plc 8,805,783 6.08% 21 November 2025
Morgan Stanley & Co. International plc 8,745,080 6.04% 20 November 2025
Morgan Stanley & Co. International plc 8,802,304 6.07% 19 November 2025
Schroders Plc 14,670,991 10.07% 14 November 2025
Morgan Stanley & Co. International plc 7,881,796 5.04% 8 September 2025
Artemis Investment Management LLP 10,391,871 6.64% 3 September 2025
Artemis Investment Management LLP 9,982,139 6.38% 26 August 2025
FMR LLC 14,075,006 9.00% 9 July 2025
Liontrust Investment Partners LLP 7,931,219 5.07% 23 May 2025
Artemis Investment Management LLP 9,527,628 6.09% 24 April 2025
Liontrust Asset Management LLP 7,931,219 5.07% 9 April 2025
Artemis Investment Management LLP 7,871,093 5.03% 9 April 2025
Liontrust Asset Management Plc 7,931,219 5.07% 4 April 2025
FMR LLC 15,647,423 10.00% 31 March 2025
Norges Bank 4,800,000 3.01% 4 March 2025
Schroders Plc 8,109,841 5.01% 13 January 2025
Lombard Odier Asset Management
(Europe) Limited 7,966,079 4.80% 20 December 2024
FMR LLC 16,699,105 10.05% 18 December 2024
Hawksford Trustees Jersey Limited
(as trustees of the SC 2014 Settlement) 7,427,589 4.45% 16 December 2024
FMR LLC 15,857,517 9.50% 10 December 2024
FMR LLC 15,049,143 9.01% 6 December 2024
Between21November2025andthedateofthisreportnofurtherinterestshavebeennotified
to the Company in accordance with DTR5.
A list of our substantial shareholders is available on our corporate website.
Transactions with related parties
Duringtheyear,theCompanyprovidedastandardindemnityforalostsharecertificatetoits
registrar and 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,andnobalanceswereoutstanding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. See note 26 to the consolidated
financialstatements.
Indemnities and insurance
TheCompanymaintainsappropriateinsurancetocoverDirectors’andofficers’liabilityforitself
anditssubsidiaries.TheCompanyalsoindemnifiestheDirectorsunderaqualifyingindemnity
for the purposes of section 236 of the Companies Act 2006 in the Articles. Such indemnities
contain provisions that are permitted by the Director liability provisions of the Companies Act
and the Company’s Articles. Such indemnities were in force throughout the period under review
and are in force as at the date of this report.
Save for the indemnities disclosed in this report, there are no other qualifying third-party
indemnity provisions in force.
Research and development
Innovation,specificallyinthecustomerpropositiononthewebsite,isacriticalelementofthe
strategy, and, therefore, of the future success of the Group.
Accordingly, the majority of the Group’s research and development expenditure is
predominantly related to this area.
Financial instruments
DetailsofthefinancialriskmanagementobjectivesandpoliciesoftheGroup,includinghedging
policiesandexposureoftheentitytopricerisk,creditrisk,liquidityriskandcashflowriskare
givenonpages167to173innote23totheconsolidatedfinancialstatements,andformpartof
this report by reference.
Governance
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Political contributions
Neither the Company nor any of its subsidiaries made any political donations or incurred any
political expenditure during the year.
Charitable donations
The Group made charitable donations of £7,300 during the year.
Results and dividends
TheGroup’sandCompany’sauditedfinancialstatementsfortheyeararesetoutonpages137
to 179.
In line with the Group’s capital allocation policy, an interim dividend of 1.0p per share was paid
inFY25andtheBoardisrecommendingafinaldividendof3.0ppershareinrespectofFY25,
bringing total dividends for the year to 4.0p per share.
Information to be disclosed under UK Listing Rule 6.6.1R
DisclosuresrequiredbytheFCA’sUKListingRule6.6.1Rcanbefoundonthefollowingpages:
Information required Subsection of LR6.6.1R Page reference
Details of long-term incentive schemes (4) Page 126
Save as set out above, there is no other information to disclose in relation to the provisions of
UK Listing Rule 6.6.1R.
Auditor
Theauditor,Ernst&YoungLLP,iswillingtocontinueinofficeandaresolutionforits
reappointment as auditor of the Company will be submitted to the AGM.
Disclosure of information to the auditor
Each of the Directors has confirmed that:
i. so far as the Director is aware, there is no relevant audit information of which the Company’s
auditors are unaware; and
ii. the Director has taken all the steps that they ought to have taken as a Director to make
themselves aware of any relevant audit information and to establish that the Company’s
auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of
section 418 of the Companies Act 2006.
Approval of the Annual Report
The Strategic report and Corporate Governance report were approved by the Board on
1December2025.
ApprovedbytheBoardandsignedonitsbehalf:
K Vickerstaff
Company Secretary
1 December 2025
Directors’ report continued
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Independent auditor’s report
To the members of On the Beach Group plc
Opinion
In our opinion:
• On the Beach Group plc’s group financial statements and parent company financial statements
(the “financial statements”) give a true and fair view of the state of the group’s and of the parent
company’s affairs as at 30 September 2025 and of the group’s profit for the year then ended;
• the group financial statements have been properly prepared in accordance with UK adopted
international accounting standards;
• the parent company financial statements have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
WehaveauditedthefinancialstatementsofOntheBeachGroupplc(the‘parentcompany’)and
itssubsidiaries(the‘group’)fortheyearended30September2025whichcomprise:
Group Parent company
Consolidated Income Statement and Statement of
Comprehensive Income for the year then ended
Balance sheet as at 30 September 2025
Consolidated Balance Sheet as at 30 September 2025 Statement of changes in equity for the year
then ended
Consolidated Statement of Cash Flows for the year
then ended
Relatednotes1to9tothefinancial
statements including a summary of
significantaccountingpolicies
Consolidated Statement of Changes in Equity for the
year then ended
Relatednotes1to27tothefinancialstatements,
includingasummaryofsignificantaccountingpolicies
Thefinancialreportingframeworkthathasbeenappliedinthepreparationofthegroupfinancial
statementsisapplicablelawandUKadoptedinternationalaccountingstandards.Thefinancial
reportingframeworkthathasbeenappliedinthepreparationoftheparentcompanyfinancial
statements is applicable law and United Kingdom Accounting Standards, including FRS 102
“TheFinancialReportingStandardapplicableintheUKandRepublicofIreland”(United
Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilitiesfortheauditofthefinancialstatementssectionofourreport.Webelievethatthe
auditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforouropinion.
Independence
We are independent of the group and parent in accordance with the ethical requirements
thatarerelevanttoourauditofthefinancialstatementsintheUK,includingtheFRC’sEthical
Standardasappliedtolistedpublicinterestentities,andwehavefulfilledourotherethical
responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group
or the parent company and we remain independent of the group and the parent company in
conducting the audit.
Conclusions relating to going concern
Inauditingthefinancialstatements,wehaveconcludedthatthedirectors’useofthegoing
concernbasisofaccountinginthepreparationofthefinancialstatementsisappropriate.Our
evaluation of the directors’ assessment of the group and parent company’s ability to continue to
adoptthegoingconcernbasisofaccountingincluded:
• Obtainingmanagement’sgoingconcernassessment,includingthecashflowforecastsand
covenant calculations for the going concern period which covers the period to 31 March
2027. Management have modelled a base scenario and a number of downside scenarios
inthecashflowforecastsandcovenantcalculationsinordertoincorporateunexpected
changes to the forecasted liquidity of the Group.
The downside scenario considered a severe but plausible reduction in booking levels. In this
scenariotheGroupcontinuestohavesufficientliquidityandheadroomonitscovenants.
• ChallengingthesignificantassumptionsunderpinningtheGroup’sforecastsforthegoing
concern period. Our challenge was particularly focused around the consideration of current
macro-economicfactorsandthegrowthassumptionsused.Wealsoverifiedwhetherthe
Group’s forecasts in the going concern assessment were consistent with other forecasts
used by the Group in its accounting estimates, including impairment.
• Verifying the credit facilities available to the Group including the £120m revolving credit
facility which is available until September 2029.
• Testing the clerical accuracy and the appropriateness of the model used to prepare the
Group’s going concern assessment.
• Assessing the appropriateness of the Group’s disclosure concerning the going concern
basisofpreparation.
Basedontheworkwehaveperformed,wehavenotidentifiedanymaterialuncertainties
relatingtoeventsorconditionsthat,individuallyorcollectively,maycastsignificantdoubt
on the group and parent company’s ability to continue as a going concern for a period to
31March2027fromwhenthefinancialstatementsareauthorisedforissue.
Governance
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Independent auditor’s report continued
In relation to the group and parent company’s reporting on how they have applied the UK
Corporate Governance Code, we have nothing material to add or draw attention to in relation
tothedirectors’statementinthefinancialstatementsaboutwhetherthedirectorsconsidered
it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern
are described in the relevant sections of this report. However, because not all future events
or conditions can be predicted, this statement is not a guarantee as to the group’s ability to
continue as a going concern.
Overview of our audit approach
Audit scope • Weperformedanauditofthecompletefinancialinformationof
eightcomponents.
• The components where we performed full audit procedures accounted
for100%ofProfitbeforetaxadjustedfortheimpactofexceptionalitems,
100% of Revenue and 100% of Total assets.
Key audit matters • Revenue recognition – risk of management override through journals
made to revenue outside of the standard booking process.
• Website development costs – risk that management inappropriately
capitalise costs in relation to the website development team in order to
improvethefinancialresultsfortheperiod.
Materiality • OverallGroupmaterialityof£1.2mwhichrepresents5%ofprofitbefore
tax adjusted for the impact of exceptional items.
An overview of the scope of the parent company and group audits
Tailoring the scope
Inthecurrentyearourauditscopinghasbeenupdatedtoreflectthenewrequirementsof
ISA (UK) 600 (Revised). We have followed a risk-based approach when developing our audit
approachtoobtainsufficientappropriateauditevidenceonwhichtobaseourauditopinion.
Weperformedriskassessmentprocedures,toidentifyandassessrisksofmaterialmisstatement
oftheGroupfinancialstatementsandidentifiedsignificantaccountsanddisclosures.
WeconsideredourunderstandingoftheGroupanditsbusinessenvironment,thepotential
impactofclimatechange,theapplicablefinancialframework,thegroup’ssystemofinternal
control at the entity level, the existence of centralised processes and applications when
assessing the level of work to be performed at each company.
We determined that centralised audit procedures could be performed on eight components
coveringallGroupsignificantaccounts.Oftheeightcomponentsselected,wedesigned
andperformedauditproceduresontheentirefinancialinformationofeightcomponents
(“fullscopecomponents”).
Our scoping to address the risk of material misstatement for each key audit matter is set out in
the Key audit matters section of our report.
All audit work performed for the purposes of the audit was undertaken by the Group audit team.
Climate change
Stakeholders are increasingly interested in how climate change will impact On the Beach Group
plc.TheGrouphasdeterminedthatthemostsignificantfutureimpactsfromclimatechange
on its operations will be in the form of physical risks. These are explained on pages 46 to 49 in
the required Task Force On Climate Related Financial Disclosures and on pages 54 to 58 in the
principal risks and uncertainties. They have also explained their climate commitments on pages
41 to 44. All of these disclosures form part of the “Other information,” rather than the audited
financialstatements.Ourproceduresontheseunauditeddisclosuresthereforeconsistedsolely
ofconsideringwhethertheyaremateriallyinconsistentwiththefinancialstatementsorour
knowledge obtained in the course of the audit or otherwise appear to be materially misstated,
inlinewithourresponsibilitieson“Otherinformation”.
In planning and performing our audit we assessed the potential impacts of climate change on
theGroup’sbusinessandanyconsequentialmaterialimpactonitsfinancialstatements.
Ourauditeffortinconsideringtheimpactofclimatechangeonthefinancialstatementswas
focused on evaluating management’s assessment of the impact of climate risk, physical and
transition,theirclimatecommitments,theeffectsofmaterialclimaterisksdisclosedonpages46
and49andwhetherthesehavebeenappropriatelyreflectedinthecarryingvalueofgoodwill.
Intangible assets, property plant and equipment and deferred tax assets. As part of this
evaluation, we performed our own risk assessment, supported by our climate change internal
specialists,todeterminetherisksofmaterialmisstatementinthefinancialstatementsfrom
climate change which needed to be considered in our audit.
We also challenged the Directors’ considerations of climate change risks in their assessment of
going concern and viability and associated disclosures. Where considerations of climate change
were relevant to our assessment of going concern, these are described above.
Basedonourworkwehavenotidentifiedtheimpactofclimatechangeonthefinancial
statements to be a key audit matter or to impact a key audit matter.
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Auditor’s report
Key audit matters
Keyauditmattersarethosemattersthat,inourprofessionaljudgement,wereofmostsignificanceinourauditofthefinancialstatementsofthecurrentperiodandincludethemostsignificant
assessedrisksofmaterialmisstatement(whetherornotduetofraud)thatweidentified.Thesemattersincludedthosewhichhadthegreatesteffecton:theoverallauditstrategy,theallocation
ofresourcesintheaudit;anddirectingtheeffortsoftheengagementteam.Thesematterswereaddressedinthecontextofourauditofthefinancialstatementsasawhole,andinouropinion
thereon, and we do not provide a separate opinion on these matters.
Risk Our response to the risk
Key observations communicated
to the Audit Committee
Revenue recognition (FY25 – £121.4m) FY24 – £119.4m)*
Refer to the Audit Committee Report (page 90); Accounting policies
(page 146); and Note 4 of the Consolidated Financial Statements
(page 152)
Given the high volume, low value nature of the revenue transactions
in the business, we have determined the revenue recognition risk to
be related to management override through journals made to revenue
outside of the standard booking process throughout the year.
* Also includes revenue recognised in relation to Classic Collection presented
as a discontinued operation.
Wehaveperformedthefollowingprocedures:
• Assessedthedesignandimplementationofthekeycontrolsoverrevenuerecognitionforalltrading
entities within the Group.
• Tested, to supporting evidence, all material journal entries impacting on net revenue which fell
outside of the standard booking process for evidence of management override.
• Adopted a data analytics approach to corroborate our expectation of the relationship between gross
revenue, trade receivables and cash receipts and gross costs, trade payables and cash payments
in relation to the standard booking process. Any exceptions to our expectations above our testing
threshold have been substantively tested.
Our procedures did not
identify any instances of
management override in
the recognition of revenue
or evidence of material
misstatements across the
Groupinthefinancialyear.
Capitalisation of website & development costs
(FY25 – £10.3m, FY24 – £10.3m)
Refer to the Audit Committee Report (page 90); Accounting policies
(page 147); and Note 12 of the Consolidated Financial Statements
(page 159)
There is a risk that management inappropriately capitalise costs in
relation to the website development team in order to improve the
financialresultsfortheperiod.Judgementisinvolvedindetermining
whetherfutureeconomicbenefitwillbegeneratedfromtheprojects
capitalised and a risk that management could override inputs in
these assessments.
Wehaveperformedthefollowingprocedures:
• Assessed the design and implementation of the key controls over the capitalisation of website
development costs across the Group.
• Obtained a breakdown by project of all website development costs capitalised in the period. From
thisbreakdown,weselectedasampleofprojectsforfurthertestingandforeachprojectwe:
• Obtained an understanding and related support for management’s evaluation of how the project
satisfiestherequirementsof‘IAS38IntangibleAssets’tobecapitalised.
• Held interviews with a number of IT developers to understand a) the nature and responsibilities
associated with their role and b) the nature of the projects they had been working on in the
period. We utilised this information to assess the appropriateness of capitalisation in line with the
accounting standard requirements and management’s accounting treatment.
• Weperformedanindependentassessmentofthepotentialfutureeconomicbenefitsexpected
to be obtained from each project in our sample to identify any contradictory indicators that could
imply the project has been treated incorrectly by management.
• We agreed the total value of payroll costs capitalised in the period to the underlying payroll records.
We also selected a sample of employees whose time had been capitalised and obtained their
employmentcontracttoconfirmthenatureoftheirroleisthatofanITdeveloper.
Based on our procedures
wearesatisfiedthatthe
judgements applied by
management in relation to
the capitalisation of website
& development costs
areappropriate.
Governance
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Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the
effectofidentifiedmisstatementsontheauditandinformingourauditopinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could
reasonablybeexpectedtoinfluencetheeconomicdecisionsoftheusersofthefinancial
statements. Materiality provides a basis for determining the nature and extent of our
auditprocedures.
WedeterminedmaterialityfortheGrouptobe£1.2million(2024:£1.2million),whichis5%
(2024:5%)ofprofitbeforetaxadjustedfortheimpactofexceptionalitems.Webelieve
thatprofitbeforetaxadjustedfortheimpactofexceptionalitemsprovidesuswithan
appropriateness basis for planning materiality given the focus of stakeholders and users of the
financialstatementsbeingonprofitabilityoftheGroupandabilityoftheGrouptopaydividends.
WedeterminedmaterialityfortheParentCompanytobe£4.9million(2024:£5.5million),
whichis2%(2024:2%)ofequity.Ourmaterialityfortheparentcompanyiscappedat£1.2million
(2024:£1.2million).
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount
to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall
controlenvironment,ourjudgementwasthatperformancematerialitywas75%(2024:75%)
ofourplanningmateriality,namely£0.9m(2024:£0.9m).Wehavesetperformancemateriality
atthispercentagebasedonanexpectationofalowlevelofauditdifferences.
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit
differencesinexcessof£58k(2024:£58k),whichissetat5%ofplanningmateriality,aswellas
differencesbelowthatthresholdthat,inourview,warrantedreportingonqualitativegrounds.
We evaluate any uncorrected misstatements against both the quantitative measures of
materiality discussed above and in light of other relevant qualitative considerations in forming
our opinion.
Other information
The other information comprises the information included in the annual report set out on
pages2to135and180to186otherthanthefinancialstatementsandourauditor’sreport
thereon. The directors are responsible for the other information contained within the
annual report.
Ouropiniononthefinancialstatementsdoesnotcovertheotherinformationand,exceptto
the extent otherwise explicitly stated in this report, we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
informationismateriallyinconsistentwiththefinancialstatementsorourknowledgeobtained
in the course of the audit or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine
whetherthisgivesrisetoamaterialmisstatementinthefinancialstatementsthemselves.
If,basedontheworkwehaveperformed,weconcludethatthereisamaterialmisstatement
oftheotherinformation,wearerequiredtoreportthatfact.
We have nothing to report in this regard.
£27.9m
Profit before tax
• Deduct loss on discontinued operations (£16.0m)
• Add back £1.3m relating to continuing exceptional costs
• Add back £10.2m relating to discontinued exceptional costs
(£8.4mintangibleassetwriteoffchargesand£1.8mexceptional
costallconsidered‘exceptional’innature)
• Totals£23.4mprofitbeforetaxadjustedfortheimpact
of exceptional items (continuing and discontinued)
• Materiality of £1.2m (5% of materiality basis)
STARTING
BASIS
ADJUSTMENTS
MATERIALITY
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Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Inouropinion,basedontheworkundertakeninthecourseoftheaudit:
• theinformationgiveninthestrategicreportandthedirectors’reportforthefinancialyearfor
whichthefinancialstatementsarepreparedisconsistentwiththefinancialstatements;and
• the strategic report and the directors’ report have been prepared in accordance with
applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its
environmentobtainedinthecourseoftheaudit,wehavenotidentifiedmaterialmisstatements
in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies
Act2006requiresustoreporttoyouif,inouropinion:
• adequate accounting records have not been kept by the parent company, or returns
adequate for our audit have not been received from branches not visited by us; or
• theparentcompanyfinancialstatementsandthepartoftheDirectors’RemunerationReport
to be audited are not in agreement with the accounting records and returns; or
• certaindisclosuresofdirectors’remunerationspecifiedbylawarenotmade;or
• we have not received all the information and explanations we require for our audit.
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability
and that part of the Corporate Governance Statement relating to the group and company’s
compliancewiththeprovisionsoftheUKCorporateGovernanceCodespecifiedforourreview
by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the Corporate Governance Statement is materially consistent with the
financialstatementsorourknowledgeobtainedduringtheaudit:
• Directors’ statement with regards to the appropriateness of adopting the going concern basis
ofaccountingandanymaterialuncertaintiesidentifiedsetoutonpage60;
• Directors’ explanation as to its assessment of the company’s prospects, the period this
assessment covers and why the period is appropriate set out on pages 59 to 60;
• Directors’ statement on whether it has a reasonable expectation that the group will be able
to continue in operation and meets its liabilities set out on page 60;
• Directors’ statement on fair, balanced and understandable set out on page 91;
• Board’sconfirmationthatithascarriedoutarobustassessmentoftheemergingand
principal risks set out on page 52;
• thesectionoftheannualreportthatdescribesthereviewofeffectivenessofrisk
management and internal control systems set out on page 52; and
• the section describing the work of the audit committee set out on pages 88 to 92.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 135, the
directorsareresponsibleforthepreparationofthefinancialstatementsandforbeingsatisfied
that they give a true and fair view, and for such internal control as the directors determine
isnecessarytoenablethepreparationoffinancialstatementsthatarefreefrommaterial
misstatement, whether due to fraud or error.
Inpreparingthefinancialstatements,thedirectorsareresponsibleforassessingthegroup
and parent company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Ourobjectivesaretoobtainreasonableassuranceaboutwhetherthefinancialstatementsas
a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influencetheeconomicdecisionsofuserstakenonthebasisofthesefinancialstatements.
Governance
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Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
Wedesignproceduresinlinewithourresponsibilities,outlinedabove,todetectirregularities,
including fraud. The risk of not detecting a material misstatement due to fraud is higher than the
risk of not detecting one resulting from error, as fraud may involve deliberate concealment by,
for example, forgery or intentional misrepresentations, or through collusion. The extent to which
our procedures are capable of detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both
those charged with governance of the company and management.
• We obtained an understanding of the legal and regulatory frameworks that are applicable to
thegroupanddeterminedthatthemostsignificantareUKadoptedinternationalaccounting
standards, FRS 102, the Companies Act 2006, the Listing Rules, UK Corporate Governance
Code and The Civil Aviation (Air Travel Organisers’ Licensing) Regulations 2012.
• We understood how On the Beach Group plc is complying with those frameworks by
making enquiries of management, those responsible for legal and compliance procedures
and the Company Secretary. We corroborated our enquiries through our review of board
and committee minutes, papers provided to the Audit Committee and discussions with the
AuditCommittee.
• Weassessedthesusceptibilityofthegroup’sfinancialstatementstomaterialmisstatement,
including how fraud might occur by meeting with management and those charged with
governance to understand where it considered there was a susceptibility to fraud. We also
consideredperformancetargetsandthepropensitytoinfluenceeffortsmadebymanagement
to manage earnings. Where the risk was considered to be higher, we performed audit
procedurestoaddresseachidentifiedfraudrisk.Theseproceduresincludedtestinghigher
riskjournalsandweredesignedtoprovidereasonableassurancethatthefinancialstatements
were free from fraud and error.
• Based on this understanding we designed our audit procedures to identify non-compliance
with such laws and regulations. Our procedures involved journal entry testing, with a focus
on consolidation journals and journals indicating large or unusual transactions based on our
understanding of the business; enquiries of Legal Counsel, Group management and focused
testing, as referred to in the key audit matters section above. In addition, we completed
procedures to conclude on the compliance of the disclosures in the Annual Report and
Accounts with the requirements of the relevant accounting standards, UK legislation and
theUKCorporateGovernanceCode2016.
Afurtherdescriptionofourresponsibilitiesfortheauditofthefinancialstatementsislocated
ontheFinancialReportingCouncil’swebsiteatwww.frc.org.uk/auditorsresponsibilities.This
description forms part of our auditor’s report.
Other matters we are required to address
• Following the recommendation from the audit committee we were appointed by
thecompanyon7March2019toauditthefinancialstatementsfortheyearending
30September2019andsubsequentfinancialperiods.
• The period of total uninterrupted engagement including previous renewals and
reappointments is 7 years, covering the years ending 30 September 2019 to
30September2025.
• The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the
group or the parent company and we remain independent of the group and the parent
company in conducting the audit.
• The audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter
3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might
state to the company’s members those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company and the company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
Jonathan Gill (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
1 December 2025
Independent auditor’s report continued
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The Directors are responsible for preparing the Annual Report
andthefinancialstatementsinaccordancewithapplicable
United Kingdom law and regulations.
CompanylawrequirestheDirectorstopreparefinancial
statementsforeachfinancialyear.Underthatlaw,the
DirectorshaveelectedtopreparetheGroupfinancial
statements in accordance with UK-adopted international
accounting standards in conformity with the requirements of
theCompaniesAct2006,andtheParentCompanyfinancial
statements in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting
Standards and applicable law), including Financial Reporting
Standard FRS 102 The Financial Reporting Standard applicable
in the UK and Republic of Ireland (‘FRS 102’).
InpreparingthesefinancialstatementstheDirectorsare
requiredto:
• select suitable accounting policies in accordance with IAS
8 Accounting Policies, Changes in Accounting Estimates
and Errors, and in respect of the Parent Company
financialstatements,Section10ofFRS102andthenapply
themconsistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
• provide additional disclosures when compliance with the
specificrequirementsinIFRSsandinrespectoftheParent
Companyfinancialstatements,FRS102,isinsufficient
to enable users to understand the impact of particular
transactions, other events and conditions on the Group and
Companyfinancialpositionandfinancialperformance;
• inrespectoftheGroupfinancialstatements,statewhether
international accounting standards in conformity with
the requirements of the Companies Act 2006 (and IFRSs
adopted pursuant to Regulation (EC) No 1606/2002 as it
applies in the European Union) have been followed, subject
to any material departures disclosed and explained in the
financialstatements;
• inrespectoftheParentCompanyfinancialstatements,
state whether applicable UK Accounting Standards,
including FRS 102, have been followed, subject to any
materialdeparturesdisclosedandexplainedinthefinancial
statements; and
• preparethefinancialstatementsonthegoingconcern
basis unless it is appropriate to presume that the Company
and/or the Group will not continue in business.
The Directors are responsible for keeping adequate
accountingrecordsthataresufficienttoshowandexplain
the Company’s and Group’s transactions and disclose with
reasonableaccuracyatanytimethefinancialpositionofthe
Company and the Group and enable them to ensure that
theCompanyandtheGroupfinancialstatementscomply
with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Group and Parent Company
and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a strategic report, directors’ report,
directors’ remuneration report and corporate governance
statement that comply with that law and those regulations. The
Directors are responsible for the maintenance and integrity
ofthecorporateandfinancialinformationincludedonthe
Company’s website.
Directors’ responsibility statement
TheDirectorsconfirm,tothebestoftheirknowledge:
• 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
Statement of Directors’ responsibilities
Governance
135
Strategic Report Financial Statements Additional Information
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Contents Generation - Section
Statement of Directors’ responsibilities
Financial
Statements
137 Consolidated Income Statement and
Statement of Comprehensive Income
138 Consolidated Balance Sheet
140 Consolidated Statement of Cash Flows
142 Consolidated Statement of Changes
in Equity
143 Notes to the Consolidated
FinancialStatements
176 Company Balance Sheet
177 Company Statement of Changes in Equity
178 Notes to the Company Financial Statements
Governance
136
On the Beach Group plc Annual Report and Accounts 2025
Contents Generation – Page Contents Generation – Sub Page
Contents Generation - Section
Restated**
2025 2024
Note £m£m
Revenue
4
121.4
11 9. 2
Expected credit losses
15
(2. 5)
(1 .7)
Gross profit
118.9
117 .5
Administrative expenses
6
(9 6.0)
(9 7. 4)
Group operating profit
22 .9
2 0.1
Finance costs
8
(2 .6)
(2.4)
Finance income
8
7. 6
7. 5
Net finance income
5.0
5 .1
Profit before taxation
2 7. 9
25. 2
Taxation
9
(3. 3)
(6.3)
Profit from continuing operations
24.6
1 8.9
Loss from discontinued operations
10
(1 6.0)
(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
1 8.9
Loss from discontinued operations
10
(1 6.0)
(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
1 9.0p
1 3 .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 Income Statement and Statement of Comprehensive Income
Year ended 30 September 2025
137
Strategic Report Governance Financial Statements Additional Information
Contents Generation – Page Contents Generation – Sub Page
Contents Generation - Section
2025 2024
Note£m£m
Assets
Non-current assets
Intangible assets
12
5 6 .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
6 0 .1
70. 2
Current assets
Trade and other receivables
15
204.5
1 88.4
Derivativefinancialinstruments
23
3.4
–
Trust account
16
142. 4
1 3 9 .1
Cash at bank
9 1 .7
96.2
Total current assets
442 .0
42 3 .7
Assets held for sale
10
–
2.0
Total assets
5 0 2 .1
495.9
Equity
Share capital
21
1.6
1.7
Share premium
22
89.6
89.6
Retained earnings
22
201.9
2 20. 2
Capital contribution reserve
22
0.6
0.5
Merger reserve
22
(1 29. 5)
(12 9.5)
Treasury shares
22
(7. 4)
–
Total equity
156.8
182 .5
Consolidated Balance Sheet
At 30 September 2025
138
On the Beach Group plc Annual Report and Accounts 2025
Contents Generation – Page Contents Generation – Sub Page
Contents Generation - Section
2025 2024
Note£m£m
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
34 0. 8
304. 3
Provisions
17
2.2
0.4
Derivativefinancialinstruments
23
0.9
5. 3
Total current liabilities
344.3
3 10. 9
Total liabilities
345. 3
3 13.4
Total equity and liabilities
5 0 2 .1
495.9
The financial statements from pages 137 to 175 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
Thenotesonpages143to175formpartofthefinancialstatements.
139
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Contents Generation - Section
Restated*
2025 2024
Note£m£m
Profit/(loss) before taxation
From continuing operations
2 7. 9
25. 2
From discontinued operations
10
(1 6.0)
(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
3 5 .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
Consolidated Statement of Cash Flows
At 30 September 2025
140
On the Beach Group plc Annual Report and Accounts 2025
Contents Generation – Page Contents Generation – Sub Page
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Restated*
2025 2024
Note£m£m
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)
(1 0. 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)
1 8 .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
9 1 .7
96. 2
* Thepriorperiodisrestatedfortheeffectsofdiscontinuedoperations(seenote10).
Thenotesonpages143to175formpartofthefinancialstatements.
141
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Capital contribution
Treasury sharesShare capitalShare premiumMerger reservereserveRetained earningsTotal
£m£m£m£m£m£m£m
Balance at 30 September 2023
–
1 .7
89.6
(12 9.5)
0.5
205. 9
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
8 9.6
(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
(1 29. 5)
0.6
201 .9
156.8
Thenotesonpages143to175formpartofthesefinancialstatements.
Consolidated Statement of Changes in Equity
Year ended 30 September 2025
142
On the Beach Group plc Annual Report and Accounts 2025
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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 given on page 186.
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 Company’s financial statements have been prepared in accordance with Financial
Reporting Standard 102 “The Financial Reporting Standard applicable in the United Kingdom
and the Republic of Ireland” (‘FRS 102’) and as applied in accordance with the provisions of the
Companies Act 2006. The Company has taken advantage of the exemption provided under
section 408 of the Companies Act 2006 not to publish its individual income statement and
related notes.
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).
Notes to the Consolidated Financial Statements
Year ended 30 September 2025
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
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2 Accounting policies continued
c) New standards, amendments and interpretations continued
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.
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.
Notes to the Consolidated Financial Statements continued
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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 value. 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 spot-element 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.
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2 Accounting policies continued
i) Financial instruments continued
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.
Notes to the Consolidated Financial Statements continued
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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 volume-related 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.
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2 Accounting policies continued
o) Intangible assets continued
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.
Notes to the Consolidated Financial Statements continued
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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 post-employment 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 equity-settled 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).
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2 Accounting policies continued
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).
Notes to the Consolidated Financial Statements continued
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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.
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3 Critical accounting estimates and judgements continued
Critical accounting judgements continued
Revenue from contracts with customers continued
Discontinued operations continued
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 on
page 52.
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).
** 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.
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.
5a) 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.
Notes to the Consolidated Financial Statements continued
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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.
Restated*
2025 2024
Total 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
Finance costs
(2.6)
(2.4)
Finance income
7.6
7.6
Profit before taxation
27.9
25.3
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).
** 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.
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5b) 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
Geographic location
external customers
Non-current 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
Administrative expenses before exceptional items
1.3
1.6
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 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 2024
£m £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 2024
£m £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).
** 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.
Notes to the Consolidated Financial Statements continued
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7 Employees and Directors
a) Payroll costs
The aggregate payroll costs of these persons were as follows:
Restated*
2025 2024
£m £m
Wages and salaries
26.2
26.0
Defined contribution pension cost
1.1
0.8
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.
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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
6.3
* 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.
Notes to the Consolidated Financial Statements continued
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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 Classic
Classic Collection Collection
Collection Holidays Holdings Total
2025 2024 2024 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.
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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 Total earnings
(m)
£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 Total earnings
(m)
£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
£m
2024
£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 2024
(m) (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
Notes to the Consolidated Financial Statements continued
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12 Intangible assets
Website and Website Customer Agent
Brand Goodwill development costs technology relationships relationships Total
£m £m £m £m £m £m £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
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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:
At 30 September At 30 September
Remaining useful 2025 2024
Brand
economic life
Acquisition
£m £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:
At 30 September At 30 September
2025 2024
Reportable 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.
Notes to the Consolidated Financial Statements continued
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“OTB” CGU
The Group performed its annual impairment test as at 30 September 2025 on the “OTB” cash-
generating 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).
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13 Property, plant and equipment
Right-of-use assets (note 18)
Freehold Fixtures, fittings
property* and equipment Head office IT Equipment Total
£m £m £m £m £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.
Notes to the Consolidated Financial Statements continued
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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.
Proportion of ordinary
shares held by the
Subsidiary
Nature of business
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.
** On 30 June 2024 Classic Collection Holidays Limited transferred all trade and assets to Classic Collection Holdings
Limited, and operations were discontinued.
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)
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 non-current assets include cash received relating to bookings not yet
travelled/not yet reclaimable, that are due to return from holiday beyond 30 September 2025.
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17 Trade, other payables and provisions
2025 2024
£m £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 2024
£m £m
Amounts included in contract liabilities at the
beginning of the year
0.3
5.8
Performance obligations satisfied during previous years
0.3
1.0
Provisions
2025
2024
Discontinued
operations Cancellations Cancellations
Provisions £m £m £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 right-of-use assets in a consistent manner to its property, plant and equipment (see note 13).
Notes to the Consolidated Financial Statements continued
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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
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; and
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).
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20 Deferred tax
Research and
Development Intangible Property, plant and Share based Losses and Tax assets/
Amortisation assets equipment payments unused tax relief (liabilities)
£m £m £m £m £m £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 Intangible Capital Acquired Share based Losses and
Amortisation assets allowances property payments unused tax relief Total
£m £m £m £m £m £m £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
have been 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.
Notes to the Consolidated Financial Statements continued
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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:
2025 2024
FV 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)
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23 Financial instruments continued
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:
2025 2024
FV Level £m £m
Forward exchange contracts
2
2.6
(5.2)
2025 2024
FV Level £m £m
Interest rate swaps
2
–
(0.1)
2025 2024
FV 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.
Notes to the Consolidated Financial Statements continued
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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
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23 Financial instruments continued
Financial risk management continued
Foreign currency risk continued
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.
Notes to the Consolidated Financial Statements continued
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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
Foreign Notional Carrying Foreign Notional Carrying
currency value amount currency value amount
EUR €m £m £m €m £m £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
Foreign Notional Carrying Foreign Notional Carrying
currency value amount currency value amount
USD $m £m £m $m £m £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
Less than 3 months
1.8
0.2
–
1.7
0.1
–
3 to 6 months
0.4
–
–
0.1
–
–
6 to 12 months
0.2
–
–
0.1
–
–
Total
2.4
0.2
–
1.9
0.1
–
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23 Financial instruments continued
Financial risk management continued
Foreign currency sensitivity continued
The impact of the hedging instruments on the statement of financial position is as follows:
Notional Carrying Change in
amount amount Line in the statement fair value
£m £m of financial position £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.
Notes to the Consolidated Financial Statements continued
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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 Contractual
amount cash flows Within 1 year 1 to 5 years > 5 years
Financial liabilities at amortised cost £m £m £m £m £m
30 September 2025
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
341.2
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.
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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 No. of share options No. of share options
(thousands) (thousands) (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 share price at the date of exercise was £1.933 (2024: £1.502).
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.
Share price at Expected Non-vesting Fair value at
No. of options grant date Exercise price volatility Option Life Risk free rate Dividend yield conditions grant date
Award date awarded (£) (£) (%) (years) (%) (%) (%) (£)
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)
71,462
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
Notes to the Consolidated Financial Statements continued
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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
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Note
2025
£m
2024
£m
Non-current assets
Investments 4 163.4 163.4
Current assets
Debtors 5 80.1 114.0
Cash at bank 1.5 0.1
81.6 114.1
Current liabilities
Creditors:amountsfallingduewithinoneyear 6 (3.9) (0.9)
(3.9) (0.9)
Net assets 241.1 276.6
Equity
Share capital 7 1.6 1.7
Share premium 89.6 89.6
Treasury shares (3.0) –
Merger reserve 2.6 2.6
Capital contribution reserve 0.6 0.5
Retained earnings 149.8 182.2
Total equity 241.1 276.6
Thelossfortheyearended30September2025dealtwithinthefinancialstatementsoftheParentCompanyis£5.6m(2024:£6.7mloss).Thisincludes£4mofgoodwillimpairmentrelatedtothe
discontinuationofClassicCollection.Pleaseseenote10oftheconsolidatedfinancialstatementsformoreinformation.
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
Company Balance Sheet
At 30 September 2025
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Treasury
shares
£m
Share
capital
£m
Share
premium
£m
Merger
reserve
£m
Capital
contribution
£m
Retained
earnings
£m
Total
£m
Balance at 30 September 2023 – 1.7 89.6 2.6 0.5 188.0 282.4
Shares issued during the year – – – – – 2.4 2.4
Share-based payment charges including tax – – – – – (1.5) (1.5)
Total comprehensive loss for the year – – – – – (6.7) (6.7)
Balance at 30 September 2024 – 1.7 89.6 2.6 0.5 182.2 276.6
Share-based payment charges including tax – – – – – 2.8 2.8
Dividends paid during the year* – – – – – (4.9) (4.9)
Buyback of shares (28.0) – – – – – (28.0)
Cancellation of treasury shares 25.0 (0.1) – – 1.0 (25.0) –
Total comprehensive loss for the year – – – – – (5.6) (5.6)
Balance at 30 September 2025 (3.0) 1.6 89.6 2.6 0.5 149.5 240.9
* Seenote27totheconsolidatedfinancialstatementsfordetails.
Company Statement of Changes in Equity
Year ended 30 September 2025
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1 Accounting policies
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.
Basis of preparation
ThesefinancialstatementswerepreparedinaccordancewithFinancialReportingStandard102
The Financial Reporting Standard applicable in the UK and Republic of Ireland (‘FRS 102’) as issued
inAugust2014.Thesefinancialstatementsarepresentedinpoundssterling(‘£m’)becausethatis
the currency of the primary economic environment in which the Company operates.
Thefinancialinformationpresentedisatandfortheyearsended30September2025and
30September2024.
AspermittedbySection408oftheCompaniesAct2006,anentityprofitandlossaccountis
notincludedaspartofthepublishedconsolidatedfinancialstatementsofOntheBeachGroup
plc.Thelossfortheyearended30September2025dealtwithinthefinancialstatementsofthe
ParentCompanyis£5.6m(2024:loss£6.7m).
Under the provisions of FRS 102.1.12B, the Company is exempt from preparing a company
statementofcashflows.
The accounting policies set out below have, unless otherwise stated, been applied consistently
toallperiodspresentedinthesefinancialstatements.Thefinancialstatementsarepreparedon
the historical cost basis.
TheDirectorshaveusedthegoingconcernprincipalonthebasisthatthecurrentfinancial
projections and facilities of the consolidated Group will continue operating for the
foreseeablefuture.
Related party transactions
Under the provisions of FRS 102.33.1A, the Company is exempt from disclosing the details of
related party transactions on the basis that they are wholly owned subsidiaries.
Accounting estimates and judgements
Investments in subsidiaries
Investments in subsidiaries are held at cost, less any provision for impairment. Annually, the
Directors consider whether any events or circumstances have occurred that could indicate that
thecarryingamountoffixedassetinvestmentsmaynotberecoverable.Ifsuchcircumstances
do exist, a full impairment review is undertaken to establish whether the carrying amount
exceeds the higher of net realisable value or value in use. Following the impairment in goodwill
associated with the discontinued operations for Classic Collection Holdings, the Directors
performed a full impairment review.
Fortheremainingsubsidiaries,managementhaveassessedthefutureexpectedcashflowsfor
thenextfiveyears.Theforecastswerethenextrapolatedinperpetuitybasedonanestimated
growthrateof2%(2024:2%).Inassessingvalueinuse,theestimatedfuturecashflows
attributable to the assets were discounted to their present value using a discount rate that
reflectscurrentmarketassessmentsofthetimevalueofmoneyandtherisksspecifictothe
asset.Thediscountrateusedwas13.7%(2024:13.5%).TheDirectorsconcludedthattherewas
sufficientheadroomtocoverthevalueofinvestmentandthereforenoimpairmenthasbeen
recorded. A reasonable change in any assumption would not change the conclusion.
Net assets of the Parent Company exceed that of the consolidated Group primarily due to a
capital reorganisation in 2015. The value of investments held combined with the amount owed
by subsidiary undertakings is supported by net assets of the subsidiaries.
Detailsofthesubsidiariesarelistedinnote14totheconsolidatedfinancialstatements.
2 Directors’ emoluments
The Company has no employees other than the Directors. Full detail of the Directors’
remuneration and interests are set out in the Directors’ Remuneration Report on pages 94
to123.
3 Employees and Directors
TheCompanyemploysthethreemembersoftheexecutiveteam(2024:three).TheCompany
recognisedtotalchargeof£2.8m(2024:£2.4m)intheyearinrelationtotheLongTerm
Incentive Plan. The amounts related to the Long Term Incentive Plan are recharged to the
subsidiaries in which the cost was incurred. The Company has granted share options to
employees of its directly and indirectly owned subsidiaries and recharges the cost of these
awards to those subsidiaries. Details of this scheme is described in note 24 to the consolidated
financialstatements.
4 Investments
On the Beach Group plc directly holds 100% ownership of On the Beach Travel Limited. It
indirectly holds 100% ownership of all other Group entities. 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oftheconsolidatedfinancialstatementsformoreinformation.
The Directors have performed an annual impairment review. See note 1 for details.
Notes to the Company Financial Statements
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5 Debtors
2025
£m
2024
£m
Amounts falling due within one year
Amounts owed by Group undertakings 77.0 111.8
Prepayments 2.0 1.4
Deferred tax 1.1 0.8
80.1 114.0
6 Creditors due within one year
2025
£m
2024
£m
Current
Accruals 3.9 0.9
3.9 0.9
7 Called-up share capital
2025
£m
2024
£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
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. 1,394,485 treasury shares remain within equity at the period end, for a consideration value of £3.0m.
8 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. The capital redemption 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.
9 Contingent liabilities and guarantees
TheCompanyisaguarantortoaborrowingfacilityrelatingtoarollingcreditfacilityprovidedtotheGroup.Theamountborrowedunderthisagreementat30September2025was£nil(2024:£nil).
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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
Adjusted profit after tax (£m) 2025
Restated
(Note 10)
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.
Reconciliation to closest GAAP measure
Adjusted EBITDA (£m) 2025
Restated
(Note 10)
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
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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
Adjusted EBITDA as a percentage of adjusted revenue 2025
Restated
(Note 10)
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
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Glossary of alternative performance measures continued
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.
Reconciliation to closest GAAP measure
Adjusted profit before tax (£m) 2025
Restated
(Note 10)
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
* Costs relate to the gross costs for bookings made on an agent basis.
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APM: EBITDA
Definition:
EBITDAisbasedonoperatingprofitbeforedepreciationandamortisation.
Reconciliation to closest GAAP measure
EBITDA (£m) 2025
Restated
(Note 10)
2024
OTB operating profit 22.9 20.0
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.
Reconciliation to closest GAAP measure
Long Haul TTV (£m) 2025
Restated*
(Note 10)
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
* RestatedtoexcludeClassicTTVfromdiscontinuedoperations(note10).    ** Costsrelatetothegrosscostsforbookingsmadeonanagentbasis.
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APM: Marketing as a percentage of adjusted revenue
Definition:
Adjustedrevenueaftermarketingcostsisrevenueafteronlineandofflinemarketingcostsincludingmarketingstaffcosts.
Reconciliation to closest GAAP measure
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costsisrevenueafteronlineandofflinemarketingcostsincludingmarketingstaffcosts.
Reconciliation to closest GAAP measure
Revenue after marketing costs (£m) 2025
Restated
(Note 10)
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%
Glossary of alternative performance measures continued
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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.
Reconciliation to closest GAAP measure
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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Shareholder information
Registered Office
5 Adair Street,
Manchester M1 2NQ
United Kingdom
Tel:c/oFTIConsultingon02037271000
Web:www.onthebeachgroupplc.com(Corporate)
Web:www.onthebeach.co.uk(UK)
Web:www.sunshine.co.uk(UK)
Web:www.onthebeach.ie(Ireland)
Investorrelations:onthebeach@fticonsulting.com
Cautionary statement
The purpose of this Annual Report 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 Annual
Report save as would arise under English law.
This Annual Report 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 Annual Report 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 Annual Report 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inthisAnnualReport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.
Company Secretary
Kirsteen Vickerstaff
5 Adair Street,
Manchester
M1 2NQ
Corporate brokers
Peel Hunt LLP
100 Liverpool Street
London
EC2M 2AT
Deutsche Numis
21Moorfields
London
EC2Y 9DB
Statutory auditors
Ernst & Young LLP
2 St Peter’s Square
Manchester
M2 3DF
Registrar
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Central Square
29 Wellington Street
Leeds
LS1 4DL
Corporate solicitors
Addleshaw Goddard LLP
One Peter’s Square
Manchester
M2 3DE
Corporate PR advisers
FTI Consulting
200 Aldersgate
Aldersgate Street
London
EC1A 4HD
On the Beach Group plc Annual Report and Accounts 2025
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On the Beach Group plc
is a fast-growing,
leading online retailer
of beach holidays.
On the Beach Group plc
Aeroworks, 5 Adair St, Manchester M1 2NQ
www.onthebeachgroupplc.com (Group)
www.onthebeach.co.uk/www.sunshine.co.uk (UK)
www.onthebeach.ie (Ireland)
On the Beach Group plc Annual Report and Accounts 2025