Company registration number 13551864 (England and Wales)
Resort Topco Limited
Annual Report and Financial Statements
For the Period Ended 31 December 2022
RESORT TOPCO LIMITED
Resort Topco Limited
COMPANY INFORMATION
Directors
Mr N Rauch
(Appointed 31 August 2021)
Mr S Marchon
(Appointed 31 August 2021)
Mr K Von Bismarck
(Appointed 6 August 2021)
Mr J Nakache
(Appointed 6 August 2021)
Mr J Musker
(Appointed 31 August 2021)
Company number
13551864
Registered office
C/O Marlin Equity Partners
4th Floor
1 Newman Street
London
W1T 1PB
Auditor
Richard Place Dobson Services Limited
1-7 Station Road
Crawley
West Sussex
RH10 1HT
RESORT TOPCO LIMITED
Resort Topco Limited
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group statement of financial position
9 - 10
Group statement of changes in equity
11
Group statement of cash flows
12
Notes to the group financial statements
14 - 42
Parent company statement of financial position
43
Parent company statement of changes in equity
44
Notes to the parent company financial statements
45 - 46
RESORT TOPCO LIMITED
Resort Topco Limited
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 1 -
The directors present their strategic report and financial statements for the 17 month period ended 31 December
2022. It should be noted that the year ended 31 December is the 1st and an extended financial year for Resort Topco Limited.
Review of the business
Resort Topco Ltd acquired Rydoo on 31 August 2021. Rydoo is a dynamic and innovative software-as-a-service (SaaS) company. During the year ended 31 December 2022 Rydoo sold its Travel Management Division and now focuses on developing and selling a cutting-edge expense management solution. Rydoo’s mission is to empower organisations of all sizes to streamline their financial processes, reduce operational complexities, and enhance overall efficiency.
With a commitment to redefining the way businesses handle their financial operations, Rydoo has established itself as a trusted partner for companies across various industries. By leveraging the latest advancements in technology and a user-centric approach, Rydoo has created an intuitive, cloud-based solution designed to simplify and optimise expense management.
Rydoo sells its products with a user-based subscription model to companies in a wide range of geographies and sizes.
The directors are satisfied with the financial results of the year ended 31 December 2022. The group continued its investment in research and development and thus in the further development of its software. Product improvements were made and new functionalities (e.g. insights module, integrations to various ERPs etc.) were developed. The group plans to continue investing in research and development to bring new features to the market, as well as in its go-to-market function.
The business has been particularly resilient through the Covid-10 pandemic. We expect the business to continue to positively benefit from the digital transformation trend, as Rydoo helps organisations to efficiently manage their expenses and spend.
Principal risks and uncertainties
The parent company manages financial risks according to instructions provided by the Board of Directors.
The company operates internationally, and it is, therefore, exposed to foreign exchange risk arising on the cash flow of sales and expenses, along with exchange differences arising on the consolidation of foreign subsidiaries and associated translation into Euros.
The company has 3rd party debt on its balance sheet and is therefore exposed to interest rate risk. The amount of debt is leveraged against its annual recurring revenues and the evolution of the interests is closely monitored for affordability.
The company’s customer base partly consists of small and medium sized enterprises whose operations may not be as stable as those of larger corporations with a potentially better credit rating. The company’s business is, nevertheless, based on a large number of customers and, therefore, the impact of a single customer on the Group’s revenue is small. Nevertheless, the customer churn rates are closely monitored, the efficient customer success team contributing to keep these rates low.
Development and performance
The group primarily measures business success based on sales development, specifically recurring sales from subscription contracts.
RESORT TOPCO LIMITED
Resort Topco Limited
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 2 -
Key performance indicators
The directors consider that Annual Recurring Revenue continues to be the key performance indicator for the group, along with gross profit, EBITDA and cashflow.
The group’s results for the year are in line with the expectation of the directors and provide a solid base for future activities.
The revenue of the group reached €14,520k, fuelled by a solid expansion of the existing client portfolio but also thanks to new client acquisitions, that have particularly strengthened since mid-2022. Despite the COVID-19 pandemic, the Group had robust customer demand for the services offered.
The group generated a loss before tax of €6,476k from continued operations and made a loss of €11,149k from discontinued operations. Total assets at the year-end totalled €31,421k.
Other information and explanations
The directors have no plans for further reorganization or change in the near future and remain cautious but optimistic in light of the group’s position and macro-economic factors. There are no post balance sheet events relevant to the reading of the financial statements.
Mr N Rauch
Director
29 September 2023
RESORT TOPCO LIMITED
Resort Topco Limited
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 3 -
The directors present their annual report and financial statements for the 17 month period ended 31 December 2022.
Principal activities
The principal activity of the group is that of software services.
The company was incorporated on 6 August 2021. On 31 August 2021, the group acquired the group headed up by Rydoo Mobility & Expense Limited.
Results and dividends
The results for the period are set out on page 8.
Ordinary dividends were paid amounting to €26,950,661. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Mr N Rauch
(Appointed 31 August 2021)
Mr S Marchon
(Appointed 31 August 2021)
Mr K Von Bismarck
(Appointed 6 August 2021)
Mr J Nakache
(Appointed 6 August 2021)
Mr J Musker
(Appointed 31 August 2021)
Auditor
Richard Place Dobson Services Limited were appointed as auditor and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of disclosure to auditor
Each director in office at the date of approval of this annual report confirms that:
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and
the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself 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.
On behalf of the board
Mr N Rauch
Director
29 September 2023
RESORT TOPCO LIMITED
Resort Topco Limited
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 4 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the group financial statements in accordance with UK-adopted International Financial Reporting Standards ("IFRS") and applicable law and have elected to prepare the parent Company financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
properly select and apply accounting policies;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
for the Group consolidated financial statements, state whether they have been prepared in accordance with IFRSs;
for the parent Company financial statements, state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements
make an assessment of the company's ability to continue as a going concern.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
RESORT TOPCO LIMITED
Resort Topco Limited
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RESORT TOPCO LIMITED
- 5 -
Opinion
We have audited the financial statements of Resort Bidco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2022 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted International Financial Reporting Standards.
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2022 and of the group's profit for the year then ended;
have been properly prepared in accordance with UK adopted international accounting standards; and have been prepared in accordance with the requirements of the Companies Act 2006.
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 are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report 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 our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial period 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.
RESORT TOPCO LIMITED
Resort Topco Limited
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RESORT TOPCO LIMITED
- 6 -
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 their 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 are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 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 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.
We have considered the activities of the parent company and group determined the most likely causes of fraud or error. In the case of fraud we consider the most likely source to be management override of the controls to manipulate the results of the company. In the case of error, we consider that the measurements of intangible assets arising from internally generated development expenditure due to the judgemental nature of this.
We have considered the operations of the group and company and consider that the key laws and regulations are The Companies Act 2006 as well as UK and local tax laws as regard international transfers.
Risks identified
Audit response
Management override resulting in fraud or error
A review was undertaken for large and irregular manual adjustments to the financial statements both during and after the year of account to identify any cases of manipulation.
Fraud or error in the recognition of income
The various streams of income were tested with particular concern for completeness and accuracy with reference to the underlying contracted income. Expectations were formed and compared to actual outruns and reasons for discrepancies were verified. In addition random sample testing was conducted to confirm the integrity of the recording of income to the accounting systems.
Allocation of consideration on acquisition
The group was formed in the accounting period. We therefore considered management’s rationale for the fair valuation of assets and the allocation of residual intangibles. We considered managements report on the matter for reasonableness and against underlying commercial considerations. We compared this to the allocations used in similar acquisitions.
RESORT TOPCO LIMITED
Resort Topco Limited
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RESORT TOPCO LIMITED
Risks identified
Audit response
- 7 -
Valuation of intangible assets
The business has a policy of capitalising internally generated development expenditure. We considered the basis of cost apportionment and underlying controls in existence over this. We considered the useful life of the underlying projects with reference to discounted cash flows prepared by management. We consulted with management and considered the likely outcome of ongoing work for any indicators of impairment of impairment.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.
Darren Harding ACA FCCA DChA (Senior Statutory Auditor)
For and on behalf of Richard Place Dobson Services Limited
29 September 2023
Chartered Accountants
Statutory Auditor
1-7 Station Road
Crawley
West Sussex
RH10 1HT
RESORT TOPCO LIMITED
Resort Topco Limited
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 8 -
Period
ended
31 December
2022
Notes
€
Continuing operations
Revenue
4
14,520,385
Cost of sales
(3,605,062)
Gross profit
10,915,323
Other operating income
30,232
Administrative expenses
(16,786,065)
Operating loss
5
(5,840,510)
Investment revenues
9
5,550
Finance costs
10
(595,566)
Other gains and losses
11
(45,565)
Loss before taxation
(6,476,091)
Income tax expense
12
(72,524)
Loss for the period
(6,548,615)
Discontinued operations
13
Travel Division
(11,148,824)
Loss for the period
(17,697,439)
Other comprehensive income:
Items that will not be reclassified to profit or loss
Currency translation differences - continuing operations
12,044
Currency translation differences - discontinued operations
(552,466)
Total items that will not be reclassified to profit or loss
(540,422)
Total other comprehensive income for the period
(540,422)
Total comprehensive income for the period
(18,237,861)
Profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
RESORT TOPCO LIMITED
Resort Topco Limited
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2022
31 December 2022
- 9 -
2022
Notes
€
Non-current assets
Goodwill
14
8,917,232
Intangible assets
14
7,151,721
Property, plant and equipment
15
1,723,877
Other receivables
17
2,500,000
20,292,830
Current assets
Trade and other receivables
17
4,784,934
Cash and cash equivalents
6,343,205
11,128,139
Current liabilities
Trade and other payables
23
5,959,929
Current tax liabilities
1,082
Borrowings
19
34,581
Lease liabilities
24
456,533
Derivative financial instruments
45,565
Deferred revenue
26
5,687,989
12,185,679
Net current liabilities
(1,057,540)
Non-current liabilities
Borrowings
19
15,329,143
Lease liabilities
24
1,200,098
Deferred tax liabilities
25
150,083
16,679,324
Net assets
2,555,966
RESORT TOPCO LIMITED
Resort Topco Limited
GROUP STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2022
31 December 2022
2022
Notes
€
- 10 -
Equity
Called up share capital
29
473,496
Share premium account
30
513,653
Foreign currency reserve
12,044
Retained earnings
1,556,773
Total equity
2,555,966
The financial statements were approved by the board of directors and authorised for issue on 29 September 2023 and are signed on its behalf by:
Mr N Rauch
Director
Company registration number 13551864 (England and Wales)
RESORT TOPCO LIMITED
Resort Topco Limited
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 11 -
Share capital
Share premium account
Foreign currency reserve
Retained earnings
Total
Notes
€
€
€
€
€
Balance at 6 August 2021
-
-
-
-
-
Period ended 31 December 2022:
Profit for the period
-
-
-
(17,697,439)
(17,697,439)
Other comprehensive income:
Currency translation differences
-
-
(540,422)
-
(540,422)
Total comprehensive income for the year
-
-
(540,422)
(17,697,439)
(18,237,861)
Transactions with owners in their capacity as owners:
Issue of share capital
29
473,496
47,273,817
-
-
47,747,313
Dividends
-
-
-
(26,950,661)
(26,950,661)
Own shares acquired
-
-
-
(2,825)
(2,825)
Capital reduction
13
(46,760,164)
-
46,760,164
-
Transfer of reserve following disposal of travel division
-
-
552,466
(552,466)
-
Balance at 31 December 2022
473,496
513,653
12,044
1,556,773
2,555,966
RESORT TOPCO LIMITED
Resort Topco Limited
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 12 -
2022
Notes
€
€
Cash flows from operating activities
Cash absorbed by operations
35
(9,467,512)
Interest paid
(234,755)
Net cash outflow from operating activities
(9,702,267)
Investing activities
Purchase of intangible assets
(4,117,323)
Purchase of property, plant and equipment
(750,905)
Purchase of subsidiaries, net of cash acquired
(2,136,562)
Proceeds from disposal of subsidiaries, net of cash disposed
18,200,000
Interest received
5,550
Net cash generated from/(used in) investing activities
11,200,760
Financing activities
Proceeds from issue of shares
40,697,045
Repayment of other loans
(23,156,000)
Proceeds from new bank loans
15,285,800
Repayment of bank loans
(26,175)
Payment of lease liabilities
(847,934)
Interest paid
(157,363)
Dividends paid to equity shareholders
(26,950,661)
Net cash generated from/(used in) financing activities
4,844,712
Net increase in cash and cash equivalents
6,343,205
Cash and cash equivalents at end of year
6,343,205
RESORT TOPCO LIMITED
Resort Topco Limited
NOTE TO THE STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 13 -
Changes in liabilities arising from borrowings
The table below details changes in the Group's liabilities arising from borrowing activities, including both cash and non-cash changes. Liabilities arising from borrowings are liabilities which were, or will be, classified in the Group's Consolidated Statement of Financial Position as borrowings.
Non-cash movements
At 06 August 2021
Additions via business combination
Financing cash inflows
Financing cash outflows
New leases incepted
Non-cash interest charges
At 31 December 2022
€
€
€
€
€
€
€
Bank loans
-
-
15,285,800
-
-
77,924
15,363,724
Other loans
-
23,156,000
-
(23,156,000)
-
-
-
Loan notes
-
-
-
-
-
-
Leases
-
2,038,727
-
(847,934)
448,754
17,084
1,656,631
-
25,194,727
15,285,800
(24,003,934)
448,754
95,008
17,020,355
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 14 -
1
Accounting policies
Company information
Resort Topco Limited is a private company limited by shares incorporated in England and Wales. The registered office is . The company's principal activities and nature of its operations are disclosed in the directors' report.
The group consists of Resort Topco Limited and all of its subsidiaries.
1.1
Accounting convention
The Group consolidated financial statements 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 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards for the period ended 31 December 2022.
The current period relates to the 17 month period from 6 August 2021 to 31 December 2022.
The financial statements are prepared in Euro, which is the functional currency of the group and company. Monetary amounts in these financial statements are rounded to the nearest €1.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
(a) the requirements of IFRS 7 'Financial Instruments: Disclosure';
(b) the requirements within IAS 1 relating to the presentation of certain comparative information;
(c) the requirements of IAS 7 'Statement of Cash Flows' to present a statement of cash flows;
(d) paragraphs 30 and 31 of IAS 8 'Accounting policies, changes in accounting estimates and errors'
(requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective); and
(e) the requirements of IAS 24 'Related Party Disclosures' to disclose related party transactions and balances between two or more members of a group.
1.2
Business combinations
The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.
The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.
Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 15 -
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Resort Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2022. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
1.4
Going concern
As at 31 December 2022 the Group had net assets of €2,555,966 and cash and cash equivalents of €6,343,205. The group however had net current liabilities of €1,057,540 as at the end of the current period. At 31 December 2022, the group was funded by a combination of bank loans and loans with the Private Equity Investment Firm. There are covenants attached to the bank loans which have been met at the year end.true
The directors have prepared a base case cash flow and forecasts extending to 31 December 2024 which indicate that the Company and Group will have sufficient funds to meet its liabilities as they fall due for that period. The base case projections assume synergies and cross-selling opportunities will start to be realised during the year and beyond which is evident from post year end financials and cash balances held as at the signing of these financial statements.
As such, the directors have at the time of approving the financial statements, a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 16 -
1.5
Revenue
Under IFRS 15, revenue is recognised either over time or at a point in time. The model uses a contract based five-step analysis of transactions to determine when, and how much revenue is recognised; this includes the matching of stand-alone process for services provided to the satisfaction of performance obligations.
Provision of services
Revenue from contracts for the provision of services is recognised by reference to the stage of completion
when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by reviewing the period in time in which the service contract runs. The service is typically by granting a customer with access to the Group's platform with varying additional modules and functionalities.
Performance obligations are considered to be satisfied over-time, specifically the period in which the customer subscribes for access to the platform. Additional services are provided alongside the core platform subscription, for example a support service package. These additional revenue streams are recognised according to their own performance obligations, e.g. the support service is recognised across the period that support is offered (typically 3 - 9 months).
Agent relationship
The Group also has a reseller constellation model whereby the Group enters into a contractual arrangement with a reseller whom indirectly carries the risks and rewards of the revenue contract with the end customer. As such, revenue transacted with the reseller, rather than the end customer is recognised within revenue, to reflect that the Group act as an agent in this relationship.
Prior to the disposal of the travel division during the year, the Group also had an agent model whereby the Group entered into a contractual arrangement whereby the hotel providers carried the risks and rewards of the revenue contract with the end customer. As such, revenue transacted with the hotel providers, rather than the end customer is recognised within revenue, to reflect that the Group act as an agent in this relationship.
Recognition of contract assets and liabilities
The standard requires both contract assets and liabilities to be recognised. IFRS 15 requires that when an entity has an unconditional right to consideration then at this point the contract asset would become a trade receivable regardless of whether an invoice has been issued. However, the Group does not consider the right to be unconditional until the point of raising the invoice at which point the fee amount has been agreed and confirmed with the customer. Therefore, these unbilled amounts are recognised as contract assets as opposed to trade receivables. The Group has also recognised a contract liability under the standard that represents the amount of income that has been invoiced in advance.
1.6
Goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.
The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not subsequently reversed.
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 17 -
1.7
Intangible assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Patents and licenses - Straight line over 16 years
Brand - Straight line over 5 years
Development costs - Straight line over 7 years
Customer relationships - Straight line over 13 years
1.8
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings
Straight line over 5 years
Computers
Straight line over 3 years
Right of use - leasehold property
Over the life of the lease
Right of use - office equipment
Over the life of the lease
Right of use - motor vehicles
Over the life of the lease
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 18 -
1.9
Non-current investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.10
Impairment of tangible and intangible assets
At each reporting end 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 it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. 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 which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.11
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 19 -
1.12
Financial assets
Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Financial assets at fair value through other comprehensive income
Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the group’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 20 -
1.13
Financial liabilities
The group recognises financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.
1.14
Equity instruments
Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the company.
1.15
Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are classified as current.
1.16
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 21 -
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.17
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.18
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.19
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Monte-Carlo model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 22 -
1.20
Leases
At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
1.21
Research and development costs
In the research phase of an internal project, it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred.
Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised to profit and loss on a straight-line basis over their expected useful economic lives.
The expected useful economic life of development costs is estimated based on business plans which set out the development plan and time to market for the associated project. Amortisation of the asset begins when development is complete and the asset is available for use. During the period of development, the asset is tested for impairment annually.
If it is not possible to distinguish between the research phase and the development phase of an internal project the expenditure is treated as if it were all incurred in the research phase only.
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 23 -
2
Adoption of new and revised standards and changes in accounting policies
In the current period, the following new and revised standards and interpretations have been adopted by the group and have an effect on the current period or a prior period or may have an effect on future periods:
Standards which are in issue but not yet effective
At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the EU):
IAS 1
Presentation of Financial Statements (Amendmends): Classification of liabilities as current or non-current - Effective 1 January 2024.
IFRS 17 & IFRS 4
Insurance Contracts and subsequent withdrawal of Insurance Contracts - Effective 1 January 2023
IAS 1 and IFRS Practise Statement 2
Disclosure of Accounting Policies - Effective 1 January 2023
IAS 8
Definition of an Accounting Estimates (Amendmends) - Effective 1 January 2023
IAS 12
Deferred Tax related to Assets and Liabilities arising from a single transaction (Amendmends) - Effective 1 January 2023
IFRS 16
Lease Liability in a Sale and Leaseback (Amendmends)- Effective 1 January 2024.
3
Critical accounting estimates and judgements
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Critical judgements
Recognition of deferred tax asset
The Group makes provision for anticipated tax consequences based on the likelihood of whether additional taxes may arise. The Group recognises deferred tax assets to the extent to which it expects to be able to utilise the balances against future taxable profits.
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
3
Critical accounting estimates and judgements
(Continued)
- 24 -
Key sources of estimation uncertainty
Share-based payments
The determination of the fair values of the schemes issued during the year have been made with reference to the Monte-Carlo model with the inputs set out in note 28.
Useful lives and impairment of intangible assets
The Group have estimated the expected useful lives of intangible assets arising from acquisitions based on qualitative and quantitative data. Details of these amortisation rates are set out in the accounting policies. Useful lives are regularly reviewed and should management's assessment of useful lives change then amortisation charges in the financial statements would be adjusted and carrying amounts of intangible assets would change accordingly.
The Group is required to consider, on an annual basis, whether indications of impairment relating to such assets exist and if so, perform an impairment test. The recoverable amount is determined based on the higher of value in use calculations or fair value less costs to sell. The use of value in use method requires the estimation of future cash flows and the choice of a discount rate in order to calculate the present value of the cash flows. The Directors are satisfied that all recorded assets will be fully recovered from expected future cash flows. Details of the inputs to this are provided in note 14.
4
Revenue
2022
€
Revenue analysed by class of business
Mobility and expense
14,520,385
Travel
8,990,009
23,510,394
2022
€
Revenue analysed by geographical market
Europe
17,721,967
United Kingdom (UK)
805,885
United States of America (USA)
443,664
Brazil
575,811
Rest of the world
3,963,067
23,510,394
No individual customer contributed in excess of 10% of total revenues.
For an extended description of the nature and timing of the satisfaction of performance obligations in contracts with customers including the company’s accounting policies and assessments regarding the timing of and method adopted for revenue recognition and significant judgments when applying IFRS 15, see accounting policy note 1.5.
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 25 -
5
Operating (loss)/profit
2022
Operating loss for the period is stated after charging/(crediting):
€
Exchange gains
(383,342)
Research and development costs
160,919
Depreciation of property, plant and equipment
945,484
Profit on disposal of property, plant and equipment
(6,073)
Amortisation of intangible assets (included within administrative expenses)
3,686,605
Share-based payment charges
6,971
6
Auditor's remuneration
2022
Fees payable to the company's auditor and associates:
€
For audit services
Audit of the financial statements of the company's subsidiaries
27,500
7
Employees
The average monthly number of persons (including directors) employed by the group during the period was:
2022
Number
Directors
5
Cost of revenue
30
Sales
26
Marketing
10
Revenue and procurement
59
Product and IT
1
Operations
8
Finance
6
Human resources
5
Total
150
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
7
Employees
(Continued)
- 26 -
Their aggregate remuneration comprised:
2022
€
Wages and salaries
6,618,061
Social security costs
2,193,406
Pension costs
123,860
8,935,327
8
Directors' remuneration
2022
€
Remuneration for qualifying services
655,000
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2022
€
Remuneration for qualifying services
440,000
9
Investment income
2022
€
Interest income
Financial instruments measured at amortised cost:
Bank deposits
5,550
10
Finance costs
2022
€
Interest on bank overdrafts and loans
162
Interest on lease liabilities
157,363
Other interest payable
442,840
Total interest expense
600,365
Discontinued operations - travel division
(4,799)
595,566
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 27 -
11
Other gains and losses
2022
€
Change in value of financial assets at fair value through profit or loss
(45,565)
The financial assets held at fair value relate to foreign currency forward contracts.
12
Income tax expense
Continuing operations
Discontinued operations
Total
2022
2022
2022
€
€
€
Current tax
Foreign taxes and reliefs
127,099
23,813
150,912
127,099
23,813
150,912
Deferred tax
Origination and reversal of temporary differences
(54,575)
-
(54,575)
Total tax charge
72,524
23,813
96,337
Of the charge to current tax in relation to discontinued operations, €23,813 relates to tax on profits on ordinary activities and €nil arose on disposal.
The charge for the period can be reconciled to the loss per the income statement as follows:
2022
€
Loss before taxation
(8,733,410)
Expected tax credit based on a corporation tax rate of 19.00%
(1,659,348)
Unutilised tax losses carried forward
1,898,759
Effect of overseas tax rates
(293,986)
Foreign taxation
150,912
Taxation charge for the period
96,337
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 28 -
13
Discontinued operations
On 30 June 2022 the company entered into a sale agreement to dispose of the travel business division. The disposal was effected in order to generate cash flow for the expansion of the company's other businesses. The sale was completed in 2023.
The results of the discontinued business, which have been included in the income statement, were as follows:
2022
€
Revenue
8,990,009
Operating expenses
(11,281,196)
Other operating income
38,667
Finance costs
(4,799)
Loss before taxation
(2,257,319)
Income tax expense
(23,813)
Loss after taxation
(2,281,132)
Loss on sale of discontinued operations
(8,867,692)
Net loss attributable to discontinuation
(11,148,824)
14
Intangible assets
Goodwill
Patents & licences
Brand
Developed software
Customer relationships
Total
€
€
€
€
€
€
Cost
Additions - internally generated
3,001,323
3,001,323
Additions - business combination
18,264,081
-
815,150
5,968,231
4,817,430
29,864,892
Additions - purchased
-
1,116,000
-
-
-
1,116,000
Disposals
(9,346,849)
(2,530,259)
(2,868,491)
(14,745,599)
At 31 December 2022
8,917,232
1,116,000
815,150
6,439,295
1,948,939
19,236,616
Amortisation and impairment
Charge for the year
86,751
217,374
2,999,324
383,156
3,686,605
Eliminated on disposals
-
(335,677)
(183,265)
(518,942)
At 31 December 2022
86,751
217,374
2,663,647
199,891
3,167,663
Carrying amount
At 31 December 2022
8,917,232
1,029,249
597,776
3,775,648
1,749,048
16,068,953
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
14
Intangible assets
(Continued)
- 29 -
Impairment tests for cash generating units
Goodwill is tested annually for impairment. It is allocated to cash generating units as follows:
2022
€
Expense division
8,917,232
Travel division
9,346,849
18,264,081
Software and Intellectual property have arisen from the acquisition of the Rydoo Mobility & Expenditure Limited Group. The assets held by the Group on acquisition have been revalued as part of the purchase price allocation valuation. The brand, customer relations, and developed software have arisen from the purchase price allocation valuation. Consideration paid in excess of the acquired fair value net assets is recognised as goodwill. Details of useful lives are included in note 1.7.
The Group tests intangible assets for impairment annually. For 2022, the Group cashflows are all deemed to come from two cash generating units ("CGU"); being the Expenditure and Travel divisions. Note that the Travel division was sold during the year and as such, an impairment review was not required on the Travel CGU as at the year end.
The goodwill represents the expected growth potential of the trade when combined with the additional investment that the Group is able to provide it with. Assets are assessed for impairment by comparing the carrying value of the CGU with the value-in-use, which is determined by calculating the net present value ("NPV") of future cashflows arising from the CGU.
The NPV of future cash flows is based on budgets and forecasts for the next 10 years to 2032. Growth rates have been applied based on historic trends and taking into account planned synergies. A long term growth rate of 1.5% has been used based on market expectations and the Belgian governments' inflation target. Discount rates of 10.6% for the two CGU's have been used respectively based on the Group's estimated costs of capital, and varied based on the risk profile of the underlying assets.
Given the significant level of headroom, sensitivity analysis was not considered necessary and hence was not performed on the impairment model.
It is concluded that no impairment of intangible assets is required at the period end.
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 30 -
15
Property, plant and equipment
Fixtures and fittings
Computers
Right of use - leasehold property
Right of use - office equipment
Right of use - motor vehicles
Total
€
€
€
€
€
€
Cost
At 6 August 2021
-
-
Additions
3,192
82,635
550,304
114,727
750,858
Business combinations
25,035
195,523
1,821,141
16,177
201,536
2,259,412
Disposals
(3,106)
(277,564)
(479,337)
-
(760,007)
Foreign currency adjustments
1,291
-
1,291
At 31 December 2022
25,121
594
1,892,108
17,468
316,263
2,251,554
Accumulated depreciation and impairment
At 6 August 2021
-
Charge for the period
11,992
97,878
669,707
15,448
150,459
945,484
Eliminated on disposal
(3,317)
(195,698)
(218,870)
-
(417,885)
Foreign currency adjustments
78
-
78
At 31 December 2022
8,675
(97,820)
450,837
15,526
150,459
527,677
Carrying amount
At 31 December 2022
16,446
98,414
1,441,271
1,942
165,804
1,723,877
16
Subsidiaries
Details of the company's subsidiaries at 31 December 2022 are as follows:
Name of undertaking
Address
Principal activities
Class of
% Held
shares held
Direct
Indirect
Resort Midco Ltd
UK (1)
Holding company
Ordinary shares
100.00
-
Resort Bidco Ltd
UK (1)
Holding company
Ordinary shares
0
100.00
Rydoo Mobility & Expense Ltd
UK (1)
Holding company
Ordinary shares
0
100.00
Rydoo NV
Belgium (2)
Trading company
Ordinary shares
0
100.00
Xpenditure Ltd
UK (3)
Trading company
Ordinary shares
0
100.00
Rydoo T&E, Unipessoal Lda
Portugal (4)
Trading company
Ordinary shares
0
100.00
Rydoo Inc.
USA (5)
Trading company
Ordinary shares
0
100.00
Rydoo Brasil Software e servicos de gestao de despesas LTDA.
Brazil (6)
Trading company
Ordinary shares
0
100.00
Rydoo Spend Management SASU
France (7)
Trading company
Ordinary shares
0
100.00
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
16
Subsidiaries
(Continued)
- 31 -
Registered office addresses (all UK unless otherwise indicated):
1
C/O Marlin Equity Partners, 4th Floor, 1 Newman Street, London, W1T 1PB
2
H.Consciencestraat 40-42 2800 Mechelen, Belgium
3
8 Northumberland Avenue, London, WC2N 5BY
4
Rua Febo Moniz, 27B, 1150-152, Lisbon, Portugal
5
222 Broadway, 19th Floor, NYC, 10038, United States
6
Alameda Santos, 1.165 / room 219, Jardim Paulista, São Paulo, 01419-002, Brazil
7
25 Rue du 4 Septembre, 75002 Paris, France
17
Trade and other receivables
Current
Non-current
2022
2022
€
€
Trade receivables
2,945,449
-
Estimated credit loss provision
(15,158)
-
2,930,291
-
VAT recoverable
225,287
-
Other receivables
831,285
2,500,000
Prepayments
798,071
-
4,784,934
2,500,000
Amounts owed by parent undertakings carry no interest and are repayable upon demand.
Other receivables includes €3,000,000 relating to the deferred consideration receivable upon the sale of the travel business division as disclosed within note 26.
18
Trade receivables - credit risk
Fair value of trade receivables
The directors considers that the carrying amount of trade and other receivables is approximately equal to their fair value.
Expected credit loss assessment
2022
Balance
Rate
Loss allowance
Trade receivables
€
%
€
Less than 30 days
2,573,641
-
-
Between 30 and 60 days
161,270
-
-
Between 60 and 90 days
59,751
-
-
Older than 90 days
150,787
10
15,158
2,945,449
15,158
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
18
Trade receivables - credit risk
(Continued)
- 32 -
No significant receivable balances are impaired at the reporting end date.
Primary exposure to credit risk arises from the potential for non-payment from customers. The Group has a strong focus on winning contracts from reputable customers. Commercial terms imposed to all customers dictate that the total sum for the services provided by Rydoo is prepaid at the start of the contract. Contracts are carefully monitored throughout to ensure the risk of non-payment is minimised.
Movement in the allowances for doubtful debts
2022
€
Additional allowance recognised
15,158
Balance at 31 December 2022
15,158
19
Borrowings
Current
Non-current
2022
2022
€
€
Borrowings held at amortised cost:
Bank loans
34,581
15,329,143
The Group has obtained bank loan through two sources: Silicon Valley Bank (Senior facility) and SVB Innovation Credit Fund VIII, LP (Junior facility). Both facilities were obtained by Resort Bidco Limited. Details of the facilities are as follows:
The Senior Facility has a principal amount of €10,470,000 which is secured on the assets and shares of Resort Bidco. The loan carries interest at EURIBOR + 4.25% per annum, this is repayable quarterly along with a capital payment of €26,175. There is a balloon repayment due on the maturity date being 72 months from draw down of €9,867,975.
The Junior Facility has a principal amount of €5,240,000 which is secured on the assets and shares of Resort Bidco. Interest accrues at EURIBOR + 9% with an amount of 3.5% being capitalised as PiK interest. Interest is repayable on a quarterly basis. All capital plus capitalised interest is due on the maturity date of the loan.
The Senior Facility matures 72 months from drawdown being 5 August 2028 and the Junior Facility matures 78 months from drawdown being 5 February 2029.
As at the year end all covenants relating to the two facilities had been met.
Establishment fees totalling €424,200 have been offset against total borrowings. At the year end €28,701 of fees have been unwound.
20
Fair value of financial liabilities
Except as detailed below, the directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 33 -
21
Liquidity risk
The following table details the remaining contractual maturity for the group's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the group may be required to pay.
Demand & less than 3 months
3 months to 1 year
1 - 2 years
2 - 5 years
More than 5 years
Total
€
€
€
€
€
€
At 31 December 2022
Trade and other receivables
3,513,966
-
-
-
-
3,513,966
Deferred consideration
500,000
-
2,500,000
-
-
3,000,000
Cash and cash equivalents
6,343,205
-
-
-
-
6,343,205
10,357,171
-
2,500,000
-
-
12,857,171
At 31 December 2022
Trade and other payables
5,815,915
-
-
-
-
5,815,915
Bank loans
26,175
78,525
104,700
314,100
15,235,723
15,759,223
Fair value derivatives
45,565
-
-
-
-
45,565
Lease liabilities
130,217
390,650
425,563
851,127
-
1,797,557
6,017,872
469,175
530,263
1,165,227
15,235,723
23,418,260
Liquidity gap
At 31 December 2022
4,339,299
(469,175)
1,969,737
(1,165,227)
(15,235,723)
(10,561,089)
Liquidity risk management
The group generates cash through its operations and aims to manage liquidity by ensuring it will always have sufficient financing facilities to meet its liabilities when due under both normal and stress conditions. Cash flow is carefully monitored on a daily basis to ensure any liquidity risk is minimised and cash balances are maintained at a level to meet both short and long term obligations. A revolving credit facility of EUR 2,000k is available to utilise which is subject to various financial covenants. At 31 December 2022 this facility was not drawn down.
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 34 -
22
Market risk
Market risk management
Foreign exchange risk
The carrying amounts of the group's foreign currency denominated monetary assets and liabilities at the reporting date are as follows:
Liabilities
2022
€
GBP
91,697
USD
160,210
BRL
9,649
261,556
The group predominantly trades in Euros therefore not exposed to foreign exchange risk in the main. There are a small number of transactions however incurred in USD (USA) and BRL (Brazil) where the group is exposed to such risk. A number of USD transactions are hedged using forward contracts and otherwise, entities are incorporated in these geographic regions with bank accounts opened in local currencies in order to act as a natural hedge on these transactions.
Interest rate risk
The carrying amounts of financial liabilities which expose the group to cash flow interest rate risk are as follows:
The Groups interest rate risk is in relation to external borrowings. The interest rate on external borrowings is based upon two bank loans, details as explained in note 19. The first is a long term loan of €10,470k with an interest rate of 4.25% plus 3 month EURIBOR. The second loan is again a long term loan of €5,240k with an interest rate of 9% plus 3 month EURIBOR. In managing interest rates, the group aims to reduce the impact of short term fluctuations on the Group's earnings through the avoidance of short term loans. As the majority of the Group's funding is through two loans, it allows for more accurate forecasting of interest payable, reducing fluctuation risks. The undiscounted contractual maturity analysis for Group financial instruments is shown below. The maturity analysis reflects the contractual undiscounted cashflows, including future interest charges, which may differ from the carrying value of the liabilities as at the reporting date.
Whilst the company takes steps to minimise its exposure to cash flow interest rate risk, changes in interest rates will have an impact on profit. All bank loans are on a variable rate, representing the 3 months EURIBOR base rate plus a margin. The effect of a 1% increase in the interest rate at the reporting date on the variable rate debt carried at that date would, all other variables being held constant, have resulted in a decrease of the company's pre-tax profit for the year of €29k. A 1% decrease in the interest rate would, on the same basis, have increased pre-tax profit by the same amount. However, the denomination of some bank loans in Euros means that, in practice, other variables would impact this sensitivity.
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 35 -
23
Trade and other payables
2022
€
Trade payables
935,769
Accruals
4,472,749
Social security and other taxation
144,015
Other payables
407,396
5,959,929
Amounts owed to subsidiary undertakings carry no interest and are repayable upon demand.
24
Lease liabilities
2022
Maturity analysis
€
Within one year
520,866
In two to five years
1,276,960
Total undiscounted liabilities
1,797,826
Future finance charges and other adjustments
(141,195)
Lease liabilities in the financial statements
1,656,631
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2022
€
Current liabilities
456,533
Non-current liabilities
1,200,098
1,656,631
2022
Amounts recognised in profit or loss include the following:
€
Interest on lease liabilities
157,363
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 36 -
25
Deferred taxation
2022
€
Deferred tax liabilities
1,255,585
Deferred tax assets
(1,105,502)
150,083
Deferred tax assets are expected to be recovered after more than one year
The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.
Tax losses
Intangible assets
Total
€
€
€
Liability at 6 August 2021
-
-
-
Deferred tax movements in current year
Charge/(credit) to profit or loss
324,602
(379,176)
(54,574)
Transfer on disposal
1,206,963
(1,206,963)
-
Other
(2,637,067)
2,841,724
204,657
Liability at 31 December 2022
(1,105,502)
1,255,585
150,083
The group has unrecognised losses totalling €17,638,407 which would result in an additional deferred tax asset of €4,343,637 when measured at the future tax rates for each of the jurisdictions where the losses have been incurred.
Deferred tax balances have been measured using a blended rate for each of the two CGUs and for the Group as a whole. This blended rate was calculated using the appropriate tax rates for each juristiction weighted by revenue of the relevant trading entities.
The blended rate for the Group was 25.11%; for the Expenditure CGU a rate of 24.62% was used; and for the Travel CGU a rate of 25.75% was used.
26
Contract liabilities
2022
€
Acquired on business combination
4,516,235
Additions during the period
5,568,172
Amounts recognised in revenue during the period
(4,396,418)
5,687,989
All deferred revenues are expected to be settled within 12 months from the reporting date.
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 37 -
27
Retirement benefit schemes
2022
Defined contribution schemes
€
Charge to profit or loss in respect of defined contribution schemes
123,860
The group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
28
Share-based payments
Equity instruments other than share options
During the period, 248,749 of equity instruments, specifically 'premium shares' were granted. Such shares have preferential returns upon certain group valuation hurdles being met and therefore carry characterisitcs of share-based payments. As such the fair value of those instruments at the grant date was calculated, being €31,363. There was one leaver during the year and after reflecting the likelihood of non-market conditions being met, the expense for the current period was €6,971.
The valuation of such scheme was modelled using a Monte-Carlo simulation taking into account projected market volatilities and secondly, distribution rights on an exit from the group's articles of association.
2022
€
Expenses
Related to equity settled share based payments
6,971
29
Share capital
2022
2022
Ordinary share capital
Number
€
Issued and fully paid
A Ordinary shares of €0.01 each
39,962,181
399,622
B Ordinary shares of €0.01 each
7,050,264
70,503
C Ordinary shares of €0.01 each
336,800
3,368
Premium ordinary shares of €0.000001 each
245,924
-
Deferred shares of €1 each
1
1
47,595,170
473,494
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
29
Share capital
(Continued)
- 38 -
The Company was incorporated on 6 August 2021 and 1 Ordinary share of £1 was issued at par.
On 31 August 2021, 39,611,497 A Ordinary shares of €0.01 each were issued for consideration of €1 per share and 7,050,264 B Ordinary shares of €0.01 each were issued for consideration of €1 per share. Accordingly a total of €46,195,143 was recognised in share premium.
On 31 August 2021, there was a change of share class name of 1 Ordinary share of £1.00 to 1 Deferred share of £1.00.
On 31 December 2021, 323,750 C Ordinary shares of €0.01 each were issued for consideration of €1 per share and 141,250 Premium Ordinary shares of €0.000001 each were issued for consideration of €1 per share. Accordingly a total of €461,762 was recognised in share premium.
On 28 March 2022, 13,050 C Ordinary shares of €0.01 each were issued for consideration of €1 per share and 49,439 Premium Ordinary shares of €0.000001 each were issued for consideration of €1 per share. Accordingly a total of €62,358 was recognised in share premium.
On 27 May 2022, 28,250 Premium Ordinary shares of €0.000001 each were issued for consideration of €1 per share. Accordingly a total of €28,250 was recognised in share premium.
On 28 June 2022, 12,650 Premium Ordinary shares of €0.000001 each were issued for consideration of €1 per share. Accordingly a total of €12,650 was recognised in share premium.
On 13 September 2022 a capital reduction resolution was passed whereby the entity of the share premium account was transferred directly into retained earnings as a distributable reserve.
On 14 September, the Company purchased 2,825 of its own Premium Ordinary shares of €0.000001 each and subsequently cancelled these.
On 8 December 2022, 350,684 A Ordinary shares of €0.01 each were issued at par.
On 21 December 2022, 17,160 Premium Ordinary shares of €0.000001 each were issued for consideration of €1 per share. Accordingly a total of €17,160 was recognised in share premium.
Ordinary A shareholders have one vote per share held and are entitled to participate in any distributions made. On winding up they are third in line of distribution of the company assets and treated equally with ordinary shares B and C.
Ordinary B shareholders have one vote per share held and are entitled to participate in any distributions made. On winding up they are third in line of distribution of the company assets and treated equally with ordinary shares A and C.
Ordinary C shareholders have one vote per share held and are entitled to participate in any distributions made. On winding up they are third in line of distribution of the company assets and treated equally with ordinary shares A and B.
Premium shareholders do not have voting rights. They are not entitled to participate in any distributions made. On winding up they are first line of distribution of the company assets.
Deferred shareholders do not have voting rights. They are not entitled to participate in any distributions made. On winding up they are second in line of distribution of the company assets.
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 39 -
30
Share premium account
2022
€
At the beginning of the period
-
Issue of new shares
47,273,817
Share capital reduction
(46,760,164)
At the end of the period
513,653
See note 29 for details surrounding the movements that took place during the year.
31
Acquisitions of a business
On the group acquired 100% of the issued capital of Rydoo Mobility & Expense Limited.
Fair Value
Net assets of business acquired
€
Intangible assets
11,546,044
Property, plant and equipment
2,259,412
Trade and other receivables
15,802,330
Cash and cash equivalents
4,005,708
Borrowings
(23,156,000)
Obligations under finance leases
(2,038,727)
Trade and other payables
(8,756,291)
Tax liabilities
(13,131)
Deferred income
(4,516,235)
Deferred tax
(204,657)
Total identifiable net assets
(5,071,547)
Non-controlling interests
-
Goodwill
18,264,081
Total consideration
13,192,534
The consideration was satisfied by:
€
Cash
6,142,270
Issue of shares
7,050,264
13,192,534
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
31
Acquisitions of a business
(Continued)
- 40 -
Net cash outflow arising on acquisition
€
Cash consideration
6,142,270
Less: Cash and cash equivalents acquired
(4,005,708)
2,136,562
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
€
Revenue
14,520,385
Loss after tax
(17,697,439)
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 41 -
32
Capital risk management
The objectives of the Group when managing capital are:
To ensure the Group's ability to continue as a going concern, and
To maximise returns to shareholders.
The Group is constantly monitoring the capital structure of the Group in order to reduce net debt and achieve an optimal capital structure to maximise returns to shareholders.
The Group is not subject to any externally imposed capital requirements.
33
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.
2022
€
Short-term employee benefits
1,309,666
Post-employment benefits
20,181
1,329,847
34
Controlling party
The ultimate controlling party is Marlin-Coyo-Aggregator L.P., which has a registered office of Ugland House, Grand Cayman, Cayman Islands, KY1-1104.
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 42 -
35
Cash absorbed by operations
2022
€
Loss before income tax from:
Continuing operations
(6,476,091)
Discontinued operations
(11,125,011)
Loss for the period before income tax
(17,601,102)
Adjustments for:
Finance costs
600,365
Investment income
(5,550)
Gain on disposal of property, plant and equipment
(6,073)
Loss on disposal of business
8,867,692
Amortisation and impairment of intangible assets
3,686,605
Depreciation and impairment of property, plant and equipment
945,484
Other gains and losses
45,565
Movements in working capital:
Increase in trade and other receivables
(4,584,866)
Decrease in trade and other payables
(1,415,632)
Cash absorbed by operations
(9,467,512)
RESORT TOPCO LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
31 December 2022
- 43 -
2022
Notes
€
€
Non-current assets
Investments
36
46,661,761
Current assets
Trade and other receivables
37
13,743,546
Current liabilities
38
(13,229,225)
Net current assets
514,321
Total assets less current liabilities
47,176,082
Equity
Called up share capital
41
473,494
Share premium account
513,653
Retained earnings
46,188,935
Total equity
47,176,082
As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the year was €26,382,257.
The financial statements were approved by the board of directors and authorised for issue on 29 September 2023 and are signed on its behalf by:
29 September 2023
Mr N Rauch
Director
Company registration number 13551864 (England and Wales)
RESORT TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 44 -
Share capital
Share premium account
Retained earnings
Total
Notes
€
€
€
€
Balance at 6 August 2021
-
-
-
-
Period ended 31 December 2022:
Profit and total comprehensive income
-
-
26,382,257
26,382,257
Transactions with owners:
Issue of share capital
41
473,494
47,273,817
-
47,747,311
Dividends
-
-
(26,950,661)
(26,950,661)
Own shares acquired
-
-
(2,825)
(2,825)
Capital reduction
41
(46,760,164)
46,760,164
-
Balance at 31 December 2022
473,494
513,653
46,188,935
47,176,082
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 45 -
36
Investments
Current
Non-current
2022
2022
€
€
Investments in subsidiaries
46,661,761
Classified as part of a disposal group held for sale
-
-
Investment in subsidiary undertakings
Details of the company's principal operating subsidiaries are included in 16.
Movements in non-current investments
Shares in subsidiaries
€
Cost or valuation
At 6 August 2021
-
Additions
46,661,761
At 31 December 2022
46,661,761
Carrying amount
At 31 December 2022
46,661,761
Additions in the year related to the shares acquired in the direct subsidiary, Rydoo Mobility & Expense Limited.
37
Trade and other receivables
2022
€
Amounts owed by subsidiary undertakings
13,743,545
Other receivables
1
13,743,546
Amounts owed by subsidiary undertakings carry no interest and are repayable upon demand.
38
Liabilities
2022
Notes
€
Trade and other payables
40
13,229,225
RESORT TOPCO LIMITED
Resort Topco Limited
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 46 -
39
Fair value of financial liabilities
Except as detailed below, the directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.
40
Trade and other payables
2022
€
Amounts owed to subsidiary undertakings
13,229,225
Amounts owed to parent undertakings carry no interest and are repayable upon demand.
41
Share capital
Refer to note 29 of the group financial statements.
2022-12-312021-08-06falseCCH SoftwareCCH Accounts Production 2023.100Mr N RauchMr S MarchonMr K Von BismarckMr J NakacheMr J 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