Company Registration No. 14416314 (England and Wales)
Journey Topco Limited
Annual report and
group financial statements
for the period ended 31 October 2023
Journey Topco Limited
Company information
Directors
Simon Bullingham
(Appointed 27 October 2022)
Aaron Gowell
(Appointed 27 March 2023)
Mark Reed
(Appointed 27 October 2022)
Simon Rowan
(Appointed 13 October 2022)
Company number
14416314
Registered office
77 Charlotte Street
London
W1T 4PW
Independent auditor
Saffery LLP
St Catherine's Court
Berkeley Place
Clifton
Bristol
BS8 1BQ
Journey Topco Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group statement of financial position
10
Company statement of financial position
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 30
Journey Topco Limited
Strategic report
For the period ended 31 October 2023
1

The directors present the strategic report for the period ended 31 October 2023.

Review of the business

The group recorded a net loss after tax of £6,582,110. The group had net liabilities of £6,581,524.

 

The group had turnover of £6,560,864 and a gross profit of £4,907,162.

 

In March 2023, subsidiary undertaking Journey Hospitality Limited acquired the assets and business of Premier Software Solutions Limited. The integration of Premier Software Solutions Limited and its operations into Journey Hospitality Limited has been successful and Journey Hospitality Limited looks forward to continuing to serve the customers of Premier Software Solutions Limited.

 

The group is in a net liability position, however the group affirms its commitment to operating as a going concern. We have secured investment funding to bolster our financial position and sustain operations for the foreseeable future. Our strategic initiatives, coupled with prudent financial management aim to mitigate risks and capitalise on opportunities for growth. 

 

The directors are pleased with the performance of the group. The results are in line with the expectations of the directors, with the group’s focus on the investment in its software products and services.

Principal risks and uncertainties

The directors consider that the financial risks relevant to the company are credit risk, cash flow risk and liquidity risk.

 

The group’s credit risk is primarily attributable to its trade debtors and their ability to meet payment obligations.

 

The group’s cash flow risk is primarily attributable to its investment in research and development of its software products which may lead to periods of negative cash flow. To mitigate cash flow risk the company maintains a rigorous cash flow forecasting process, closely monitoring its cash flow position.

 

The group’s liquidity risk is mitigated by maintaining sufficient cash reserves and access to credit facilities. Regular stress testing of financial scenarios are performed to assess the company’s ability to withstand adverse scenarios.

Development and performance

During the period Journey Topco Limited acquired Journey Midco Limited and its subsidiaries.

 

The group will continue its commitment to innovation in its product offering and market expansion.

 

Future activities of the business will particularly focus on the continued development of its Onejourney platform, a unique ecommerce platform selling diverse experiences such as rooms, spa, tables, activities and other hotel merchandise in a single ecommerce experience.

 

Focus will continue on expanding the capabilities and functions of the platform as well as continuing to integrate further with a diverse set of suppliers of hotel and spa experiences.

 

To allow this investment in the development of its products to continue, the company raised a further £1,600,000 investment in December 2023 and £630,000 investment in February 2024 with its current shareholders and a further £1,570,000 to be raised by end of March 2024.

Key performance indicators

The key performance indicators that management monitors are turnover, gross margin and the operating result.

Journey Topco Limited
Strategic report (continued)
For the period ended 31 October 2023
2

On behalf of the board

Simon Bullingham
Director
27 February 2024
Journey Topco Limited
Directors' report
For the period ended 31 October 2023
3

The directors present their annual report and financial statements for the period ended 31 October 2023.

Principal activities

The principal activity of the group is that of providing E-commerce Software and Digital Marketing services for the luxury hospitality sector. The principal activity of the company is that of a holding company.

 

The trading subsidiary Journey Hospitality Limited's primary focus has been the development of its unified booking platform, One Journey, which continues to receive significant investment.

Results and dividends

The results for the period are set out on page 9.

No ordinary dividends were paid. 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:

Simon Bullingham
(Appointed 27 October 2022)
Aaron Gowell
(Appointed 27 March 2023)
Mark Reed
(Appointed 27 October 2022)
Simon Rowan
(Appointed 13 October 2022)
Francis Bulman
(Appointed 13 October 2022 and resigned 27 October 2022)
Research and development

During the year. the group invested £3,232,510 on Research & Development.

Auditor

Saffery LLP were appointed as auditor to the group 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.

Journey Topco Limited
Directors' report (continued)
For the period ended 31 October 2023
4
Statement of directors' responsibilities

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 financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

 

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect oftrue its fair review of the business, principal risks and uncertainties, financial risks and future developments.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Simon Bullingham
Director
27 February 2024
Journey Topco Limited
Independent auditor's report
To the members of Journey Topco Limited
5
Opinion

We have audited the financial statements of Journey Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 October 2023 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, 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 United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We 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.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

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.

Journey Topco Limited
Independent auditor's report (continued)
To the members of Journey Topco Limited
6

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

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:

 

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.

Journey Topco Limited
Independent auditor's report (continued)
To the members of Journey Topco Limited
7

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

 

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

 

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.

 

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.

 

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

Journey Topco Limited
Independent auditor's report (continued)
To the members of Journey Topco Limited
8

Use of our report

This report is made solely to the parent 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 parent company's members those matters we are required to state to them in an auditors 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 parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

Neil Davies (Senior Statutory Auditor)
For and on behalf of Saffery LLP
28 February 2024
Chartered Accountants
Statutory Auditors
St Catherine's Court
Berkeley Place
Clifton
Bristol
BS8 1BQ
Journey Topco Limited
Group statement of comprehensive income
For the period ended 31 October 2023
9
Period
ended
31 October
2023
Notes
£
Turnover
3
6,560,864
Cost of sales
(1,653,702)
Gross profit
4,907,162
Administrative expenses
(10,485,246)
Other operating income
107,728
Operating loss
4
(5,470,356)
Interest receivable and similar income
8
53,889
Interest payable and similar expenses
9
(1,449,868)
Loss before taxation
(6,866,335)
Tax on loss
10
(78,242)
Loss for the financial period
(6,944,577)
(Loss)/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.
Journey Topco Limited
Group statement of financial position
As at 31 October 2023
10
2023
Notes
£
£
Fixed assets
Goodwill
11
4,910,775
Other intangible assets
11
9,679,729
Total intangible assets
14,590,504
Tangible assets
12
298,493
14,888,997
Current assets
Debtors
13
1,256,253
Cash at bank and in hand
359,932
1,616,185
Creditors: amounts falling due within one year
14
(3,527,178)
Net current liabilities
(1,910,993)
Total assets less current liabilities
12,978,004
Creditors: amounts falling due after more than one year
15
(18,462,608)
Provisions for liabilities
Deferred tax liability
17
1,459,387
(1,459,387)
Net liabilities
(6,943,991)
Capital and reserves
Called up share capital
19
586
Profit and loss reserves
(6,944,577)
Total equity
(6,943,991)
The financial statements were approved by the board of directors and authorised for issue on 27 February 2024 and are signed on its behalf by:
27 February 2024
Simon Bullingham
Director
Company Registration No. 14416314 (England and Wales)
Journey Topco Limited
Company statement of financial position
As at 31 October 2023
31 October 2023
11
2023
Notes
£
£
Current assets
Debtors
13
586
Net current assets
586
Capital and reserves
Called up share capital
19
586

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £nil.

The financial statements were approved by the board of directors and authorised for issue on 27 February 2024 and are signed on its behalf by:
27 February 2024
Simon Bullingham
Director
Company Registration No. 14416314 (England and Wales)
Journey Topco Limited
Group statement of changes in equity
For the period ended 31 October 2023
12
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 13 October 2022
-
-
-
Period ended 31 October 2023:
Loss and total comprehensive income
-
(6,944,577)
(6,944,577)
Issue of share capital
19
586
-
586
Balance at 31 October 2023
586
(6,944,577)
(6,943,991)
Journey Topco Limited
Company statement of changes in equity
For the period ended 31 October 2023
13
Share capital
Notes
£
Balance at 13 October 2022
-
Period ended 31 October 2023:
Profit and total comprehensive income
-
Issue of share capital
19
586
Balance at 31 October 2023
586
Journey Topco Limited
Group statement of cash flows
For the period ended 31 October 2023
14
2023
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
24
530,561
Investing activities
Purchase of business
(7,294,025)
Purchase of intangible assets
(6,773,963)
Purchase of tangible fixed assets
(206,894)
Interest received
53,889
Net cash used in investing activities
(14,220,993)
Financing activities
Proceeds from issue of shares
586
Loan notes
14,049,778
Net cash generated from/(used in) financing activities
14,050,364
Net increase in cash and cash equivalents
359,932
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
359,932
Journey Topco Limited
Notes to the group financial statements
For the period ended 31 October 2023
15
1
Accounting policies
Company information

Journey Topco Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is 77 Charlotte Street, London, England, W1T 4PW

 

The group consists of Journey Topco Limited and all of its subsidiaries.

1.1
Reporting period

The group was incorporated on 13 October 2022. The reporting period covers the 12.5 months to 31 October 2023.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the 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.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

Journey Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
1
Accounting policies (continued)
16
1.3
Business combinations

In the parent company financial statements, 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. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Journey 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 October 2023. 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.

1.5
Going concern

The directors of the company have prepared these financial statements on a going concern basis, as they believe that the company will continue to operate and meet its obligations for the foreseeable future.

 

Management is closely monitoring the cash flow requirements and will explore cost-saving measures to ensure the company’s financial stability and maintain its ability to meet financial obligations.

 

These financial statements do not include any adjustments that might arise should the company be unable to secure the necessary funding or if the business circumstances change in a way that would cast substantial doubt upon the company’s ability to continue as a going concern.

 

It is important to note that the ability to continue as a going concern is contingent upon the successful execution of the company’s business plans, the ability to secure sufficient funding, and the absence of any unforeseen adverse events or material changes in the economic and regulatory environment

Journey Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
1
Accounting policies (continued)
17
1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

 

Agency revenue relates to ongoing services provided under contractual agreements with clients. Revenue is recognised in accordance with its stage of completion, which can be calculated on a monthly basis.

 

Tech revenue relates to commissions received and is recognised in accordance with when the service was provided

1.7
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.8
Intangible fixed assets - goodwill

Goodwill arising on the acquisition of Premier Software Solutions Limited in the year represents the excess of the fair value of the consideration over the fair value of the identifiable assets and liabilities acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 4 years.

 

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.

1.9
Intangible fixed 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:

Development costs
4 years straight line
Trademark and Software
4 years straight line
Journey Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
1
Accounting policies (continued)
18
1.10
Tangible fixed assets

Tangible fixed assets 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:

Leasehold property
Over the period of the lease
Fixtures and fittings
20% straight line
Computers
33% straight line

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.

1.11
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.12
Impairment of fixed assets

At each reporting period 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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and 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.

1.14
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Journey Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
1
Accounting policies (continued)
19
Basic financial assets

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Journey Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
1
Accounting policies (continued)
20
1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

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.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company 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 stock or fixed 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 company 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.

Journey Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
1
Accounting policies (continued)
21
1.19
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

 

Transactions in currencies other than pound sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

 

Material items which fall outside the ongoing activities of the company are separately disclosed in the statement of comprehensive income where they are relevant to understanding the true and fair view of financial performance of the company for the period reported.

2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the group’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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

Critical Judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

 

Going concern basis

In concluding that the company is able to continue as a going concern, the directors have produced a detailed cash flow forecast and have determined that further investment will be required within the next 12 months. See note 1.2 for more detail.

Valuation of intangible assets

Intangible assets a valued at the lower of fair value or cost less amortisation. Determining the costs attributed is based on employee salary capitalisation and capitalisation of purchases in respect of the intangible assets.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Impairment of goodwill

Goodwill has been calculated from the excess consideration over assets acquired.

Journey Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
22
3
Turnover and other revenue
2023
£
Turnover analysed by class of business
Tech
3,203,028
Agency
3,357,836
6,560,864
2023
£
Turnover analysed by geographical market
United Kingdom
5,963,167
Europe
319,371
United States
61,033
Rest of the world
217,293
6,560,864
2023
£
Other revenue
Interest income
53,889
4
Operating loss
2023
£
Operating loss for the period is stated after charging:
Exchange losses
2,084
Depreciation of owned tangible fixed assets
119,035
Amortisation of intangible assets
2,740,583
Operating lease charges
140,642
5
Auditor's remuneration
2023
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
5,000
Audit of the financial statements of the company's subsidiaries
29,700
34,700
Journey Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
23
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2023
2023
Number
Number
Employees
100
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2023
£
£
Wages and salaries
4,399,030
-
0
Social security costs
560,095
-
Pension costs
81,071
-
0
5,040,196
-
0
7
Directors' remuneration
2023
£
Remuneration for qualifying services
305,887
Company pension contributions to defined contribution schemes
1,399
307,286
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
£
Remuneration for qualifying services
183,468
Company pension contributions to defined contribution schemes
64
8
Interest receivable and similar income
2023
£
Interest income
Interest on bank deposits
53,889
Journey Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
24
9
Interest payable and similar expenses
2023
£
Other interest
1,449,868
10
Taxation
2023
£
Current tax
UK corporation tax on profits for the current period
(36,230)
Adjustments in respect of prior periods
19,226
Total current tax
(17,004)
Deferred tax
Origination and reversal of timing differences
95,246
Total tax charge
78,242

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2023
£
Loss before taxation
(6,866,335)
Expected tax credit based on the standard rate of corporation tax in the UK of 22.52%
(1,546,161)
Tax effect of expenses that are not deductible in determining taxable profit
30,417
Tax effect of income not taxable in determining taxable profit
(1,991)
Change in unrecognised deferred tax assets
1,012,573
Adjustments in respect of prior years
19,226
Effect of change in corporation tax rate
(91,078)
Group relief
652,956
Permanent capital allowances in excess of depreciation
2,300
Taxation charge
78,242
Journey Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
25
11
Intangible fixed assets
Group
Goodwill
Development costs
Trademark and Software
Total
£
£
£
£
Cost
Additions - internally developed
-
0
1,448,633
-
0
1,448,633
Additions - separately acquired
265,330
-
0
5,060,000
5,325,330
Additions - business combinations
4,684,139
5,872,985
-
0
10,557,124
At 31 October 2023
4,949,469
7,321,618
5,060,000
17,331,087
Amortisation and impairment
Amortisation charged for the period
38,694
1,895,160
806,729
2,740,583
At 31 October 2023
38,694
1,895,160
806,729
2,740,583
Carrying amount
At 31 October 2023
4,910,775
5,426,458
4,253,271
14,590,504
The company had no intangible fixed assets as at 31 October 2023.
12
Tangible fixed assets
Group
Freehold land and buildings
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
Additions
3,282
73,240
130,372
206,894
Business combinations
121,354
22,103
67,177
210,634
At 31 October 2023
124,636
95,343
197,549
417,528
Depreciation and impairment
Depreciation charged in the period
38,405
23,644
56,986
119,035
At 31 October 2023
38,405
23,644
56,986
119,035
Carrying amount
At 31 October 2023
86,231
71,699
140,563
298,493
The company had no tangible fixed assets as at 31 October 2023.
Journey Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
26
13
Debtors
Group
Company
2023
2023
Amounts falling due within one year:
£
£
Trade debtors
707,617
-
0
Amounts owed by group undertakings
-
586
Other debtors
470,096
-
0
Prepayments and accrued income
78,540
-
0
1,256,253
586
14
Creditors: amounts falling due within one year
Group
Company
2023
2023
£
£
Trade creditors
623,559
-
0
Other taxation and social security
652,399
-
Other creditors
1,115,324
-
0
Accruals and deferred income
1,135,896
-
0
3,527,178
-
0
15
Creditors: amounts falling due after more than one year
Group
Company
2023
2023
Notes
£
£
Other borrowings
16
16,810,949
-
0
Other creditors
1,651,659
-
0
18,462,608
-
16
Loans and overdrafts
Group
Company
2023
2023
£
£
Other loans
16,810,949
-
0
Payable after one year
16,810,949
-
0

Unsecured fixed rate non-qualifying corporate bond loan notes issued in the period with Journey Midco Limited. They are charged interest at a rate of 10% per annum.

Journey Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
27
17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
2023
Group
£
Eligible intangible assets
1,459,387
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the period:
£
£
Asset at 13 October 2022
-
-
Charge to profit or loss
1,459,387
-
Liability at 31 October 2023
1,459,387
-

The deferred tax liability on eligible intangible assets is not expected to reverse within 12 months. R&D tax credits have been claimed on this expenditure however the asset is not expected to be sold in the short term.

 

All other deferred tax liabilities are expected to unwind in accordance with the useful lives of related assets and as profits become available to utilise carried forward losses.

 

Finance Bill 2021 increased the rate of corporation tax from 19% to 25% as of 1 April 2023. As this is the substantively enacted rate at the year end, deferred tax has been recorded at 25%.

18
Retirement benefit schemes
2023
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
81,071

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Journey Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
28
19
Share capital
Group and company
2023
2023
Ordinary share capital
Number
£
Issued and fully paid
Ordinary "A" shares of 1p each
37,391
374
Ordinary "B" shares of 1p each
3,309
33
Ordinary "C" shares of 1p each
13,532
135
Ordinary "D" shares of 1p each
4,373
44
58,605
586

Ordinary A and B shares have attached to them full voting, dividend and capital distribution rights. In the event of a default Ordinary A and B shares have full voting rights.

 

Ordinary C shares hold no voting rights. Ordinary C shares hold capital distribution rights.

 

Ordinary D shares hold no voting rights and have no rights to dividends and capital distributions.

 

In the year two employees were awarded C and D shares in Journey Topco Limited, the shares granted have no voting rights. The employees paid 1p for the shares, this is not considered material by directors

 

20
Acquisition of a business

On 13 October 2022 the group acquired 100% percent of the issued share capital of Journey Midco Limited and in consequence also acquired Journey Midco Limited's subsidiaries (see note 25 for all subsidiaries owned).

 

The following table summarises the fair value of assets acquired, and liabilities assumed at the acquisition date:

Fair Value
Net assets acquired
£
Intangible assets
5,872,985
Property, plant and equipment
210,634
Trade and other receivables
513,382
Cash and cash equivalents
(55,810)
Borrowings
(1,311,303)
Trade and other payables
(1,294,667)
Deferred tax
(1,381,145)
Total identifiable net assets
2,554,076
Goodwill
4,684,139
Total consideration
7,238,215
Journey Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
20
Acquisition of a business (continued)
29
The consideration was satisfied by:
£
Cash
7,238,215
Add back: Cash and cash equivalents deficit acquired
55,810
7,294,025
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
6,560,864
Loss after tax
(5,939,150)
21
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2023
£
£
Within one year
93,198
-
Between two and five years
209,747
-
In over five years
28,125
-
331,070
-
22
Events after the reporting date

To allow this investment in the development of its products to continue, the company raised a further £1,600,000 investment in December 2023 and £630,000 investment in February 2024 with its current shareholders and a further £1,570,000 to be raised by end of March 2024.

Journey Topco Limited
Notes to the group financial statements (continued)
For the period ended 31 October 2023
30
23
Subsidiaries

Details of the company's subsidiaries at 31 October 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Journey Midco Limited
United Kingdom
Holding company
Ordinary
100.00
-
Journey Bidco Limited
United Kingdom
Holding company
Ordinary
0
100.00
Journey Hospitality Limited
United Kingdom
Provide E-commerce Software and Digital Marketing services
Ordinary
0
100.00
24
Cash generated from/(absorbed by) group operations
2023
£
Loss for the period after tax
(6,944,577)
Adjustments for:
Taxation charged
78,242
Finance costs
1,449,868
Investment income
(53,889)
Amortisation and impairment of intangible assets
2,740,583
Depreciation and impairment of tangible fixed assets
119,035
Movements in working capital:
Increase in debtors
(742,871)
Increase in creditors
3,884,170
Cash generated from/(absorbed by) operations
530,561
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