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Registered number: 09809961


TOUR PARTNER GROUP MIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
COMPANY INFORMATION


Directors
P J Maine 
A Graves 




Registered number
09809961



Registered office
Hygeia Building 5th Floor
66-68 College Road

Harrow

Middlesex

HA1 1BE




Independent auditors
Xeinadin Audit Limited
Chartered Accountant & Statutory Auditors

8th Floor Becket House

36 Old Jewry

London

EC2R 8DD





 
TOUR PARTNER GROUP MIDCO LIMITED
 

CONTENTS



Page
Group strategic report
1 - 5
Directors' report
6 - 10
Independent auditors' report
11 - 16
Consolidated statement of comprehensive income
17
Consolidated statement of financial position
18 - 19
Company statement of financial position
20
Consolidated statement of changes in equity
21
Company statement of changes in equity
22
Consolidated statement of cash flows
23 - 24
Consolidated analysis of net debt
25
Notes to the financial statements
26 - 53


 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Strategic Report, together with the financial statements, for Tour Partner Group Midco Limited (the “Company”) and its subsidiaries (together the "Group") for the year ended 31 December 2023.

Business review
 
2023 was the first year the business was able to trade at normal levels since the pandemic, with 2022 revenues and activity lower due to this disruption and rapid ramp up on demand. 2023 activity surpassed the 2019 revenues which management consider to be the last normal year, which is a significant milestone for management and the wider business.
Key performance indicators

2023
2022
2021
2019
       €m
       €m
       €m
       €m
Turnover

119.6

78.1

13.6
 
114.6
 
Gross profit

22.5

13.0

2.6
 
28.3
 
Operating loss

(8.4)

(9.4)

(13.8)
 
(2.4)
 
Loss after tax

(16.7)

(11.2)

(19.9)
 
(7.2)
 
Net liabilities

(60.7)

(61.9)

(49.2)
 
(17.0)
 
Cash

2.1

1.1

2.6
 
1.7
 



 
 

Due to the significant headwinds in the industry including cost inflation and reduced hotel availability, gross profit has not returned to the levels seen in 2019 yet, however management consider the result to be positive given the challenges in the wider industry. 
Administration costs increased in the year as the business returned to capacity, with the increase driven by employee costs with employee numbers increasing from 185 to 273 and a likewise increase in cost. 
No new debt was required or repaid in the year, with interest on bank debt settled in line with agreed terms. An agreed waiver of part of the shareholder loan notes during the year reduced debt by €17.3m. For more information on bank debt and shareholder loan notes see note 21.
Cash improved from €1.1m to €2.1m and has been further bolstered since year end with new shareholder funds received from the parent company / loan notes issued, see note 21. The result for the year, together with the above waiver, resulted in Group net liabilities remaining similar to last year of €60.7m (2022: €61.9m).
The Company net assets position increased from €11.3m to €28.4m largely due to the above shareholder loan note waivers. The company and wider Tour Partner Group’s balance sheet and liquidity remains strong and, together with the continued support of shareholders and lenders, provides a stable platform for the continued growth in 2024 and beyond. 

Future developments
 
The directors do not expect any significant changes in operations for the Company in the foreseeable future. The wider group continues to see recovery in the travel industry. 
As referred above, the directors work closely with shareholders and lenders, and since year end the bank facility repayment terms have been extended, see note 20. 

Page 1

 
TOUR PARTNER GROUP MIDCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
Pandemics
As seen in recent years, the disruption and impact from COVID-19 on the travel sector and wider economy has been significant. A future pandemic or global event could have a similar effect. The Group has experienced management and works closely with its customers and suppliers to minimize these risks.
Global economy
With the recovery of the wider global economy, key markets are experiencing high inflation and pricing pressure. The response from governments has and continues to differ, including impacts on direct and indirect taxation. This may impact the business through supplier pricing and customer demand for the groups products and services. The business actively works with its partners to manage pricing pressure wherever possible, and with its lenders and shareholders on the business outlook.
Information systems and Data security
The Group’s activities are dependent on the performance of a variety of software packages and the stability of the platforms on which they are hosted, together with the ongoing protection of data. The Group continues to invest in its IT systems and utilises cloud based and off site hosting where appropriate and partners with specialist IT companies to provide support and defence.
Foreign currency 
The Group is a net recipient of Euros and incurs costs in Pound Sterling, Euros, Norwegian Krone, Icelandic Krona and Swedish Krona. Whilst the Group does not apply hedge accounting, informally the Group hedges around 65% - 75% of its projected forward currency requirement primarily at the start of each customer booking cycle period underpinning committed market pricing, and additionally at each quarterly interval in advance of the date of travel. This mitigates the movement in committed customer pricing which could be well before date of travel and the crystalization of local services settled with the supplier.

Page 2

 
TOUR PARTNER GROUP MIDCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Financial risk management objectives and policies
 
The Group is exposed to a variety of financial risks including foreign currency and liquidity risk. The Group has in place a risk management programme that seeks to limit any adverse effect on the financial performance of the Group.
Foreign currency risk
The Group is exposed to foreign currency risk on its operations by virtue of entering into transactions in currencies other than the functional currency of the Euro. The Group centrally manages the treasury and foreign exchange exposure for its trading subsidiaries through an informal foreign exchange hedging programme with its principal bankers. The Group does not apply hedge accounting. In order to manage the risk, the Group, when considered appropriate, uses currency accounts and forward contracts as part of a robust foreign exchange hedging strategy. The Group will continue to use currency accounts, forward contracts, or any other derivative product considered adequate to protect against the risk of unfavourable currency movements.
Liquidity risk
The Group is financed through available revolving credit facilities and shareholder cash liquidity made available to support working capital needs. See additionally the reference points in the going concern note. The directors consider that the Group has the appropriate funding to meet the needs of the business from existing facilities.
Credit risk
The Group operates a treasury and funding operation with group companies, and management closely monitor receivables for impairment.
Price risk
The Group managed price risk by entering into bulk purchase transactions as far in advance as possible and will vary the rates they charge in line with overheads and other costs as necessary.
Sustainability
We have a vision to be the leading sustainable Destination Management Company in Europe by 2025. To support this vision we continue to invest in sustainability in our operations and our offering as part of our 3P approach – People, Planet and Profit. We also continue to partner with Ecologi to plant 12 trees per employee per month.
In 2023 we published our first Sustainability and ESG statement setting out our principles and approach, further information can be found on tourpartnergroup.com/es/countries/esg.

Page 3

 
TOUR PARTNER GROUP MIDCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Directors' statement of compliance with duty to promote the success of the Group
 
The directors of Tour Partner Group Midco Limited consider, both individually and together, they have fulfilled their fiduciary responsibilities and continue to act in good faith as officers of the Group and its subsidiary companies/ company and wider Tour Partner Group. During the course of the year under review, all decisions made, respective actions and interaction internally and externally, has been to promote the success of the Company for the benefit of all its stakeholders.
Shareholders
As owners of our Group, we rely on the support of shareholders and their opinions are important to us. We have an open dialogue with our shareholders through monthly meetings. Discussions with shareholders cover a wide range of topics including financial performance, strategy, outlook, governance and ethical practices.
Shareholder feedback and their views are considered as part of decision-making process.
During the year and subsequently we have had regular engagement with the shareholders, including liquidity and financing. The shareholders continue to be supportive of the business and have extended additional loan note financing since year end, see note 21.
Employees
Our employees are fundamental to our success and we want them to be successful individually and as a unit.
There are numerous ways in which we engage with and listen to our employees including employee surveys, group briefings and newsletters. Key areas of focus include health and well-being, development opportunities, pay and benefits.
In the year we have continued to invest in our offices with new offices in Edinburgh and Copenhagen, and further IT investment in remote working, cyber and infrastructure. We continue to invest in employee engagement with the use of digital channels, together with increased team and company wide meetings and listening events.
Customers
Our ambition is to deliver high quality tours to our valued customers. We build strong lasting relationships with our customers and spend considerable time with them to understand their needs and views. We also listen to how we can improve our services for our customers and the end consumers' benefit, and we use this knowledge to improve our decision-making.
Suppliers
We build strong relationships with our suppliers to develop mutually beneficial and lasting connections.
Engagement with suppliers is primarily through a series of interactions, before and after the tours have been arranged. This ensures our values, expectation and goals are aligned with the suppliers and helps build key relationships. Key areas of focus include service development, health and safety and sustainability. The board recognises that relationships with suppliers are important to the Group's long-term success and is briefed on supplier feedback and arising issues on a regular basis.
 
Page 4

 
TOUR PARTNER GROUP MIDCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Communities
We engage with the communities in which we operate to build trust and understand the local issues that are important to them. Key areas of focus include how we can support local causes and issues, create opportunities to recruit and develop local people and help to look after the environment. The key issues and themes across local communities are reported back to the board. The impact of decisions on the environment both locally and nationally is fully considered at all times.
Government and regulators
We engage with the government and regulators through a range of industry consultations, forums, meetings and conferences to communicate our views to policy makers relevant to our business. Key areas of focus are compliance with laws and regulations, health and safety and product safety. The board is updated on legal and regulatory developments and takes these into account when considering future actions.


This report was approved by the board and signed on its behalf.



A Graves
Director

Date: 1 July 2024

Page 5

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

Principal activity

The principal activity of the Company remains that of an intermediate holding company for its investments. The principal activity of the group of which the Company is the parent is the business of travel consultants and agents.

Results and dividends

The loss for the year, after taxation, amounted to 16,704,399 (2022 - loss 11,222,765).

The directors do not recommend the payment of a dividend (2022 - €nil)

Directors

The directors who served during the year were:

P J Maine 
A Graves (appointed 10 March 2023)
M Pharoah (resigned 10 March 2023)
 

Page 6

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Engagement with employees

The Group maintains a HR intranet site that provides employees with information on matters of concern to them as employees, including the financial and economic factors affecting the performance of the Group. The intranet site includes functionality that enables employees to express views on matters that affect them anonymously and the Group also undertakes a biannual staff survey to canvas views on significant matters. 
During the year we also invested in a new HR site to allow easier employee engagement and self-service, and a undertook a company wide survey to gather further feedback to guide future projects. 

Engagement with suppliers, customers and others

The Group consider the business relationships with its customers and suppliers as of paramount importance to deliver its strategic and operational goals. An approach where the process of proactive engagement underscored by a sustainable collaboration will create mutual opportunity, an output underpinned by respect and partnership, two of our key corporate values.
This approach has never been so important as during the last few years. We have worked tirelessly to support our customers in the fast changing environment, supporting new bookings and opportunities, rebookings and amendments.
That customer centric approach has only been possible due to the deep relationships we have built with our suppliers who have been incredibly understanding and supportive of the need for flexibility and to focus on the long term. Equally, this allowed us to work together to optimise short term opportunity when it was presented, as well as adapt and take a more flexible commercial approach to future customer needs.

Page 7

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Going concern

The directors prepare the financial statements on a going concern basis unless it is inappropriate to presume the group will continue in business. The company acts as a holding company for its investments.
 
The principal activity of the group of which the company is the parent is the business of travel consultants and agents. After a challenging few years of disruption, the wider Tour Partner Group saw a return to pre-pandemic trading in 2023. This looks to continue into 2024 with a strong order book group wide, which has reinforced managements’ expectations for the year ahead.
 
The group maintains a strong relationship with its shareholders and lenders, who have supported liquidity and working capital requirements for the group in recent years.
  
At the balance sheet date, bank debt repayments commence in June 2024, with most repayments not due until summer 2025. Since the year end the debt repayments were renegotiated with repayments now due in June 2024 (€1m), Feb 2025 (€0.5m), March 2025 (€0.5m), April 2025 (€2m) and June 2025 (€3.8m) with the remaining debt due in July 2025. See note 21 for further details.
  
At the balance sheet date, all loan notes were due for repayment in January 2025. Since the year end the group has also received confirmation that, unless the loan notes have been settled on or before the current repayment date, the loan note holders will extend the repayment date to January 2026. See note 21 for further information.
 
The directors have prepared detailed forecasts for the period until June 2025 (the “going concern period”), including a reasonably possible downside scenario, which current trading continues to be monitored against. Based on these forecasts, the Group will have sufficient funds to continue to meet its liabilities as they fall due during the going concern period.
 
Despite the current headwinds in the economy, the directors are confident these robust forecasts are achievable. The group continues to work closely with its customers and suppliers to ensure it is well placed and the groups’ offerings and pricing meet current market trends. The group operates in several markets which allows a more balanced and diverse risk and opportunity profile as the recovery continues.
 
Whilst not guaranteed, based on the forecasts prepared and the trading in 2024 to date, together with the continued support and new repayment terms agreed with shareholders and lenders, the directors are confident that the business will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis.

Disabled employees

The Group is committed to a policy of recruitment and promotion on the basis of aptitude and ability without discrimination of any kind. Particular attention is given to the training and promotion of disabled employees to ensure that their career development is not unfairly restricted by their disability, or perceptions of it.
The Group's HR procedures make clear that full and fair consideration must be given to applications made by and the promotion of disabled persons. Where an employee becomes disabled whilst employed by the Group, the HR procedures also require that reasonable effort is made to ensure they have the opportunity for continued employment within the Group. Retraining of employees who become disabled whilst employed by the Group is offered where appropriate.

Qualifying third party indemnity provisions

The third party qualifying indemnity insurance for the benefit of the Group directors is maintained by the Company.

Page 8

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group meets the requirements for Streamlined Energy and Carbon Reporting for the first time in the year. The Company is a low energy user. The only subsidiary meeting the disclosure thresholds is Tour Partner Group UK Limited which has included data in its annual report. The Group has compiled the below information relating to Tour Partner Group UK Limited's energy use, primarily relating to its London office. As this is the first year of requirement, no comparative information is presented. Energy use and sustainability is a focus for management and the group, with continued investment in the area.
Scope 1 emissions (landlord gas use)                       249,005 kWh
Scope 2 emissions (purchased electricity)  251,613 kWh
CO2 Emissions*      54,800 kg CO2e
Intensity ratio (kg CO2e/employee)   477 kg CO2e

* Carbon intensity of purchased electricity using UK Government GHG Conversion Factors. The methodology for the GHG calculations follows the published GHG Protocol.
** The Company uses a small number of leased vehicles. The Group is developing methods for emission data capture and it is not practicable to obtain this information yet. 



Matters covered in the Group Strategic Report

As permitted by paragraph 1A of schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulation 2008, certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Strategic Report. These matters relate to future developments and the financial risk management objectives and policies. Consideration of the Group's engagement with customers, suppliers and others, together with employee engagement disclosures, are included in the Section 172 statement. 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end, other than renewal of the bank facilities and additional loan note funding.

Auditors

The auditorsXeinadin Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 9

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

This report was approved by the board and signed on its behalf.
 





A Graves
Director
Date: 1 July 2024

Page 10

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUR PARTNER GROUP MIDCO LIMITED
 

Opinion


We have audited the financial statements of Tour Partner Group Midco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 11

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUR PARTNER GROUP MIDCO LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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.


Page 12

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUR PARTNER GROUP MIDCO LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 13

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUR PARTNER GROUP MIDCO LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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 Group financial statements.


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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
[Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.]


As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:


Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statementsWe are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions
Page 14

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUR PARTNER GROUP MIDCO LIMITED (CONTINUED)


reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
 
Page 15

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUR PARTNER GROUP MIDCO LIMITED (CONTINUED)



We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Yasin Khandwalla (FCCA) (Senior statutory auditor)
  
for and on behalf of
Xeinadin Audit Limited
 
Chartered Accountant & Statutory Auditors
  
8th Floor Becket House
36 Old Jewry
London
EC2R 8DD

1 July 2024
Page 16

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note

  

Turnover
 4 
119,635,811
78,097,100

Cost of sales
  
(97,112,220)
(65,099,071)

Gross profit
  
22,523,591
12,998,029

Administrative expenses
  
(31,680,876)
(23,643,890)

Other operating income
 5 
399,419
1,454,184

Fair value movements
  
302,997
(247,272)

Operating loss
 6 
(8,454,869)
(9,438,949)

Interest receivable and similar income
 10 
-
2,442,629

Interest payable and similar expenses
 11 
(8,805,768)
(5,483,018)

Loss before taxation
  
(17,260,637)
(12,479,338)

Tax on loss
 12 
556,238
1,256,573

Loss for the financial year
  
(16,704,399)
(11,222,765)

  

Currency translation differences
  
518,227
(1,445,878)

Other comprehensive income for the year
  
518,227
(1,445,878)

Total comprehensive income for the year
  
(16,186,172)
(12,668,643)

  

  

The notes on pages 26 to 53 form part of these financial statements.

Page 17

 
TOUR PARTNER GROUP MIDCO LIMITED
REGISTERED NUMBER: 09809961

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note

Fixed assets
  

Intangible assets
 13 
30,006,469
35,433,630

Tangible assets
 14 
172,299
372,635

  
30,178,768
35,806,265

Current assets
  

Debtors: amounts falling due within one year
 16 
10,322,398
3,635,334

Cash at bank and in hand
 17 
2,121,404
1,115,838

  
12,443,802
4,751,172

Creditors: amounts falling due within one year
 18 
(24,756,739)
(22,586,719)

Net current liabilities
  
 
 
(12,312,937)
 
 
(17,835,547)

Total assets less current liabilities
  
17,865,831
17,970,718

Creditors: amounts falling due after more than one year
 19 
(72,394,085)
(73,227,980)

Provisions for liabilities
  

Deferred taxation
 22 
(3,967,145)
(4,817,017)

Other provisions
 23 
(2,246,037)
(1,828,291)

  
 
 
(6,213,182)
 
 
(6,645,308)

Net liabilities
  
(60,741,436)
(61,902,570)

Page 18

 
TOUR PARTNER GROUP MIDCO LIMITED
REGISTERED NUMBER: 09809961
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

2023
2022
Note

Capital and reserves
  

Called up share capital 
 24 
1
1

Capital contribution
 25 
29,524,265
11,918,010

Profit and loss account
 25 
(90,265,702)
(73,820,581)

Equity attributable to owners of the parent Company
  
(60,741,436)
(61,902,570)

  
(60,741,436)
(61,902,570)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

A Graves
Director
Date: 1 July 2024

The notes on pages 26 to 53 form part of these financial statements.

Page 19

 
TOUR PARTNER GROUP MIDCO LIMITED
REGISTERED NUMBER: 09809961

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note

Fixed assets
  

Investments
 15 
1
1

  
1
1

Current assets
  

Debtors: amounts falling due after more than one year
 16 
54,879,214
50,349,774

Debtors: amounts falling due within one year
 16 
3,113,634
4,402

Cash at bank and in hand
 17 
-
1,693

  
57,992,848
50,355,869

Creditors: amounts falling due within one year
 18 
(58,397)
(3,999,748)

Net current assets
  
 
 
57,934,451
 
 
46,356,121

Total assets less current liabilities
  
57,934,452
46,356,122

  

Creditors: amounts falling due after more than one year
 19 
(29,515,545)
(35,054,603)

  

Net assets
  
28,418,907
11,301,519


Capital and reserves
  

Called up share capital 
 24 
1
1

Capital contribution
 25 
29,524,265
11,918,010

Profit and loss account
 25 
(1,105,359)
(616,492)

  
28,418,907
11,301,519


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

A Graves
Director
Date: 1 July 2024

The notes on pages 26 to 53 form part of these financial statements.

Page 20

 
TOUR PARTNER GROUP MIDCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Capital contribution
Profit and loss account
Total equity



At 1 January 2022
1
12,584,176
(61,818,104)
(49,233,927)



Loss for the year
-
-
(11,222,765)
(11,222,765)

Currency translation differences
-
(666,166)
(779,712)
(1,445,878)



At 1 January 2023
1
11,918,010
(73,820,581)
(61,902,570)



Loss for the year
-
-
(16,704,399)
(16,704,399)

Currency translation differences
-
258,949
259,278
518,227


Contributions by and distributions to owners

Capital contribution
-
17,347,306
-
17,347,306


At 31 December 2023
1
29,524,265
(90,265,702)
(60,741,436)


The notes on pages 26 to 53 form part of these financial statements.

Page 21

 
TOUR PARTNER GROUP MIDCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Capital contribution
Profit and loss account
Total equity



At 1 January 2022
1
12,584,176
(3,620,449)
8,963,728



Profit for the year
-
-
2,922,466
2,922,466

Currency translation differences
-
(666,166)
81,491
(584,675)



At 1 January 2023
1
11,918,010
(616,492)
11,301,519



Loss for the year
-
-
(473,745)
(473,745)

Currency translation differences
-
258,949
(15,122)
243,827

Capital contribution
-
17,347,306
-
17,347,306


At 31 December 2023
1
29,524,265
(1,105,359)
28,418,907


The notes on pages 26 to 53 form part of these financial statements.

Page 22

 
TOUR PARTNER GROUP MIDCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022

Cash flows from operating activities

Loss for the financial year
(16,704,399)
(11,222,765)

Adjustments for:

Amortisation of intangible assets
6,368,054
7,486,461

Depreciation of tangible assets
22,382
93,509

Interest payable and similar expenses
8,805,768
5,483,018

Interest receivable
-
(2,442,629)

Taxation charge
(556,238)
(1,256,573)

(Increase)/decrease in debtors
(6,687,064)
399,980

Increase in creditors
3,315,235
3,262,116

Increase in provisions
417,746
598,606

Net fair value (gains)/losses recognised in P&L
(302,997)
247,272

Corporation tax received/(paid)
191,979
(201,068)

Foreign exchange (gain)/loss
(84,432)
(1,547,007)

Net cash generated from operating activities

(5,213,966)
900,920


Cash flows from investing activities

Purchase of intangible fixed assets
(492,256)
(295,535)

Purchase of tangible fixed assets
(57,329)
(42,609)

Net cash from investing activities

(549,585)
(338,144)

Cash flows from financing activities

Increase in amounts owed to parent company
9,165,080
-

Bank interest paid
(2,395,963)
(2,072,347)

Net cash used in financing activities
6,769,117
(2,072,347)

Net increase/(decrease) in cash and cash equivalents
1,005,566
(1,509,571)

Cash and cash equivalents at beginning of year
1,115,838
2,625,409

Cash and cash equivalents at the end of year
2,121,404
1,115,838


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,121,404
1,115,838

2,121,404
1,115,838


Page 23

 
TOUR PARTNER GROUP MIDCO LIMITED
 
The notes on pages 26 to 53 form part of these financial statements.

Page 24

 
TOUR PARTNER GROUP MIDCO LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023







At 1 January 2023
Cash flows
Interest charged
Other non-cash FX
Other non-cash changes
At 31 December 2023






Cash at bank and in hand

1,115,838

1,005,566

-

-

-

2,121,404

Bank loans

(40,809,668)

2,395,963

(3,127,374)

(498,997)

(143,666)

(42,183,742)

Loan notes

(35,054,603)

-

(3,568,295)

(775,134)

17,347,306

(22,050,726)


(74,748,433)
3,401,529
(6,695,669)
(1,274,131)
17,203,640
(62,113,064)

The notes on pages 26 to 53 form part of these financial statements.

Page 25

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Tour Partner Group Midco Limited is a private company limited by shares incorporated in England and Wales. The address of the registered company is given on the Company Information page of these financial statements.
The nature of the Group's operations and principal activity are set out in the Strategic Report.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 26

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

The directors prepare the financial statements on a going concern basis unless it is inappropriate to presume the group will continue in business. The company acts as a holding company for its investments.
 
The principal activity of the group of which the company is the parent is the business of travel consultants and agents. After a challenging few years of disruption, the wider Tour Partner Group saw a return to pre-pandemic trading in 2023. This looks to continue into 2024 with a strong order book group wide, which has reinforced managements’ expectations for the year ahead.
 
The group maintains a strong relationship with its shareholders and lenders, who have supported liquidity and working capital requirements for the group in recent years.
  
At the balance sheet date, bank debt repayments commence in June 2024, with most repayments not due until summer 2025. Since the year end the debt repayments were renegotiated with repayments now due in June 2024 (€1m), Feb 2025 (€0.5m), March 2025 (€0.5m), April 2025 (€2m) and June 2025 (€3.8m) with the remaining debt due in July 2025. See note 21 for further details.
  
At the balance sheet date, all loan notes were due for repayment in January 2025. Since the year end the group has also received confirmation that, unless the loan notes have been settled on or before the current repayment date, the loan note holders will extend the repayment date to January 2026. See note 21 for further information.
 
The directors have prepared detailed forecasts for the period until June 2025 (the “going concern period”), including a reasonably possible downside scenario, which current trading continues to be monitored against. Based on these forecasts, the Group will have sufficient funds to continue to meet its liabilities as they fall due during the going concern period.
 
Despite the current headwinds in the economy, the directors are confident these robust forecasts are achievable. The group continues to work closely with its customers and suppliers to ensure it is well placed and the groups’ offerings and pricing meet current market trends. The group operates in several markets which allows a more balanced and diverse risk and opportunity profile as the recovery continues.
 
Whilst not guaranteed, based on the forecasts prepared and the trading in 2024 to date, together with the continued support and new repayment terms agreed with shareholders and lenders, the directors are confident that the business will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis.

Page 27

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency
The Company's functional currency is Pound Sterling. This differs from the presentational currency which is Euros. The reason for the difference is since to be consistent with the functional currency of the Company's main subsidiaries, which is Euros.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses that relate to borrowings are presented in the Statement of comprehensive income within interest receivable and similar income, or interest payable and similar expenses, as appropriate. All other foreign exchange gains and losses are presented within administrative expenses.
On consolidation, the results of overseas operations are translated into Euros at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, reduced by discounts, rebates, and excluding value added tax and other sales taxes. The Group acts as principal in all revenue contracts.
Turnover for B2B activities, and for B2C activities until 1 October 2023, is recognised on the date of customer arrival. Following a significant change in B2C booking terms, the Group no longer has supply side commitments or risks, and turnover for B2C bookings made after 1 October 2023 is recognised on the date of confirmed booking as the significant risks and rewards of the sale are complete.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 28

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.
In the current and prior year the Group received grants from governments in the UK and key markets in relation to the promotion of tourism.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Page 29

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 30

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life of 10 years.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Customer related
-
7 - 14 years
Contract based
-
2 years
Computer software and website
-
3 - 5 years
Marketing related
-
10 - 12 years

 
2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property
-
over the lease period
Fixtures and fittings
-
3 - 5 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 31

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.19

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.

 
2.20

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 32

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.21

Financial instruments

The Group enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.
Derivatives, including forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for foreign exchange derivatives.

Page 33

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the directors have had to make the following judgments:

Determine whether there are indicators of impairment of the Group's tangible and intangible assets including goodwill. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performances of the assets and where it it a component of a larger cash generating unit, the viability and expected future performance of that unit.
Determine whether software development costs should be capitalised or expensed. Software development costs have been capitalised where future economic benefit is expected to be derived from the investment, and the requirements of FRS102 are met.
When assessing whether to prepare financial statements on a going concern basis, FRS102 requires management to look out at least 12 months from the date that financial statements are authorised for issue. In the current stressed economic environment there is an increased amount of judgment that needs to be applied to assumptions in respect of future trading results.
The Group operates in numerous jurisdictions. Accordingly, the Group is filing tax returns, providing for and paying all taxes and duties it believes are due based on local laws, transfer pricing agreements and tax advice obtained. The Group is periodically subject to audits and assessments by local tax authorities. The directors accrue and make provision for taxation based on their best estimates taking into consideration the individual facts and circumstances. Assessments made rely on estimates and assumptions and may involve judgment. To the extent that the final outcome of such matters is different from the amounts recorded, such differences may impact the Group's financial results in which such determination is made. 
Trade debtors, supplier deposits and accrued income relating to amount to amounts falling due from customers are assessed regularly for potential bad debts. Factors considered include the period overdue and discussions with the customers to date, sales terms, payments history and future services. 
 
Key sources of estimation uncertainty
 
Intangible assets are amortised over their useful lives taking into account residual values where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values (see note 13 for details of the carrying amounts of intangible assets).
Trade debtors, supplier deposits and accrued income relating to amounts falling due from customers are assessed regularly for potential bad debts. Factors considered include the period overdue and discussions with the customers to date, sales terms, payment history and future services (see note 16 for details of the carrying amount of trade debtors).
Tour costs are accrued in line with contractual commitments with providers and are recognised in the Statement of Comprehensive Income on the same basis as turnover. Invoices are received periodically from service providers. In the interim period accrued costs are based on expected invoice values (see note 18 for details of the accruals balance which includes those related to tour costs).
Provision for impairment of the carrying value of amounts due from group undertakings is made based on management's estimate of the prospect of recovering the amounts due, which includes considering the solvency of the counterparty and its future outlook, based on budgets and forecasts prepared by management (see note 16 for details of the carrying values of amounts owed by group undertakings).

Page 34

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022

Rendering of services
119,635,811
78,097,100

119,635,811
78,097,100


Analysis of turnover by country of destination:

2023
2022

United Kingdom
54,193,817
26,986,575

Rest of Europe
53,973,167
44,584,051

Rest of the World
11,468,827
6,526,474

119,635,811
78,097,100



5.


Other operating income

2023
2022

Government grants receivable
399,419
1,454,184

399,419
1,454,184


Government grants relate to the support received from governments in the UK and key markets in relation to the promotion of tourism.


6.


Operating loss

The operating loss is stated after charging:

2023
2022

Exchange differences
470,292
(491,279)

Other operating lease rentals
321,698
366,778

Depreciation expense
22,382
149,074

Amortisation expense
6,335,471
7,608,397

Page 35

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Auditors' remuneration

2023
2022

Fees payable to the Group's auditors and its associates for the audit of the Group's annual financial statements
25,875
22,891

Fees payable to the Company's auditors and their associates in respect of:

The auditing of accounts of subsidiaries of the Company
77,625
68,673

Fees payable to the Group's auditor and its associates in respect of:

All other non-audit services
34,500
30,521


8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022


Wages and salaries
13,645,669
10,080,436
-
-

Social security costs
1,028,683
835,329
-
-

Cost of defined contribution pension scheme
263,255
164,939
-
-

14,937,607
11,080,704
-
-


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Management, administration and support
273
185

Pension commitments
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. The pension cost charge for the year represents contributions payable by the Group to the scheme and amounted to €263,255 (2022: €164,939).

The Company has no employees other than the directors, who did not receive any remuneration (2022 - €NIL)
Page 36

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Directors' remuneration

2023
2022

Directors' emoluments
597,656
420,183

Group contributions to defined contribution pension schemes
14,101
6,886

611,757
427,069


During the year retirement benefits were accruing to 2 directors (2022 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of 391,929 (2022 - €231,689).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to 8,226 (2022 - €6,886).


10.


Interest receivable and similar income

2023
2022


Foreign exchange on financing
-
2,442,629

-
2,442,629


11.


Interest payable and similar expenses

2023
2022


Bank interest payable
3,127,374
1,952,686

Amortisation of finance costs
143,665
143,666

Interest on loan notes
3,568,295
3,386,666

Foreign exchange on financing
1,966,434
-

8,805,768
5,483,018

Page 37

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Taxation


2023
2022

Corporation tax


Current tax on profits for the year
293,634
18,251


293,634
18,251


Total current tax
293,634
18,251

Deferred tax


Origination and reversal of timing differences
(849,872)
(1,274,824)

Total deferred tax
(849,872)
(1,274,824)


Taxation on loss on ordinary activities
(556,238)
(1,256,573)
Page 38

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors affecting tax charge for the year

The accounting period covers two UK financial years with differing tax rates of 19% in Financial Year 2022 & 25% in Financial Year 2023. The average rate for the accounting period is 23.52% (2022: 19%). The differences between the tax charge at the average rate and the tax charge for the year are explained
below:

2023
2022


Loss on ordinary activities before tax
(17,260,637)
(12,479,338)


Loss on ordinary activities multiplied by average UK corporation tax rate of
 23.52% (2022 - 19%)
(4,059,756)
(2,371,074)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
2,874,292
60,903

Foreign tax and other movements
283,466
346,950

Deferred tax not recognised
432,470
690,629

Use of tax losses where no deferred tax asset recognised
(203,212)
-

Adjustments to tax charge in respect of prior periods
73,746
3,150

Adjust deferred tax to average rate
37,545
5,815

Current tax (prior period) exchange difference arising on movement between opening and closing spot rates
4,971
(3,150)

Other differences leading to an increase (decrease) in the tax charge
240
10,204

Total tax charge for the year
(556,238)
(1,256,573)

Page 39

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Intangible assets

Group





Customer related
Contract related
Marketing related
Computer software & website
Goodwill




Cost


At 1 January 2023
46,505,911
772,177
8,617,921
3,984,127
22,757,478


Additions
-
-
-
492,256
-


Reclassified to held for sale
-
-
-
202,340
-


Foreign exchange movement
183,057
12,284
30,944
-
230,682



At 31 December 2023

46,688,968
784,461
8,648,865
4,678,723
22,988,160



Amortisation


At 1 January 2023
24,650,279
772,177
4,787,434
2,937,704
14,056,390


Charge for the year on owned assets
2,731,879
-
730,065
579,091
2,327,019


Foreign exchange movement
183,052
12,284
18,602
(32,583)
29,315



At 31 December 2023

27,565,210
784,461
5,536,101
3,484,212
16,412,724



Net book value



At 31 December 2023
19,123,758
-
3,112,764
1,194,511
6,575,436



At 31 December 2022
21,855,632
-
3,830,487
1,046,423
8,701,088
Page 40

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
           13.Intangible assets (continued)


Total




Cost


At 1 January 2023
82,637,614


Additions
492,256


Reclassified to held for sale
202,340


Foreign exchange movement
456,967



At 31 December 2023

83,789,177



Amortisation


At 1 January 2023
47,203,984


Charge for the year on owned assets
6,368,054


Foreign exchange movement
210,670



At 31 December 2023

53,782,708



Net book value



At 31 December 2023
30,006,469



At 31 December 2022
35,433,630

Customer, Contract and Marketing related costs represent identifiable intangible assets recognised on the acquisition of subsidiaries at cost or at initial fair value.



Page 41

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Tangible fixed assets

Group






Short-term leasehold property
Fixtures and fittings
Total




Cost


At 1 January 2023
106,314
2,433,636
2,539,950


Additions
-
57,329
57,329


Transfers between classes
-
(202,340)
(202,340)


Exchange adjustments
-
(18,641)
(18,641)



At 31 December 2023

106,314
2,269,984
2,376,298



Depreciation


At 1 January 2023
106,314
2,061,001
2,167,315


Charge for the year on owned assets
-
22,382
22,382


Exchange adjustments
-
14,302
14,302



At 31 December 2023

106,314
2,097,685
2,203,999



Net book value



At 31 December 2023
-
172,299
172,299



At 31 December 2022
-
372,635
372,635

Page 42

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Fixed asset investments

Company





Investments in subsidiary companies




Cost


At 1 January 2023
1



At 31 December 2023
1




Page 43

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The Company holds 100% of the Ordinary share capital of the following subsidiary undertakings:

Name

Registered office

Experience Scotland Conference and Incentives Limited ***
9a South Gyle Crescent,Edinburgh, ED26 9DL,Scotland
 
Irish Welcome Tours Limited ***
 
66 Fitzwilliam Square, Dublin 2, Republic of Ireland
 
Tour Partner ApS *
 
Bomhusvej 13, 1. 2100 Copenhagen Ø, Denmark
 
Tour Partner Group Limited
 
5th Floor Hygeia Building, 66-68 College Road, Harrow, Middlesex, HA1 1BE, England
 
Tour Partner Group (International) Limited *
 
5th Floor Hygeia Building, 66-68 College Road, Harrow, Middlesex, HA1 1BE, England
 
Tour Partner Group UK Limited ***
 
5th Floor Hygeia Building, 66-68 College Road, Harrow, Middlesex, HA1 1BE, England
 
Tour Partner Group Nordics ApS **
 
Bomhusvej 13, 1. 2100 Copenhagen Ø, Denmark
 
Authentic Vacations LLC ***
 
N. Greenway-Hayden Loop, Ste. E-
130, Scottsdale, Arizona 85260-
1913 USA

* owned 100% by Tour Partner Group UK Limited
** owned 100% by Tour Partner ApS
*** owned 100% by Tour Partner Group Limited

Page 44

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022

Due after more than one year

Amounts owed by group undertakings
-
-
54,879,214
50,349,774


Group
Group
Company
Company
2023
2022
2023
2022

Due within one year

Trade debtors
3,999,243
1,115,852
-
-

Amounts owed by group undertakings
-
-
3,105,907
-

Other debtors
1,956,501
1,121,051
-
-

Prepayments and accrued income
4,311,029
1,398,431
7,727
4,402

Financial instruments
55,625
-
-
-

10,322,398
3,635,334
3,113,634
4,402


Amounts owed by group undertakings are unsecured, accrue interest at an annual rate of between nil and 12% and are repayable on demand.
See note 20 for details of the financial instruments at fair value.


17.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022

Cash at bank and in hand
2,121,404
1,115,838
-
1,693

2,121,404
1,115,838
-
1,693


Page 45

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022

Bank loans
6,849,466
2,636,291
-
-

Trade creditors
6,403,905
2,028,057
-
-

Amounts owed to parent undertaking
-
5,844,003
-
3,942,673

Corporation tax
547,592
61,979
-
-

Other taxation and social security
472,521
412,430
-
-

Other creditors
164,512
298,758
-
-

Accruals and deferred income
10,318,743
11,057,929
58,397
57,075

Financial instruments at fair value
-
247,272
-
-

24,756,739
22,586,719
58,397
3,999,748


Amounts due to group undertakings are unsecured, accrue interest at an annual rate of between nil and 12% and are repayable on demand.
See notes 20 for details of the financial instruments at fair value.


19.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022

Bank loans
35,334,276
38,173,377
-
-

Loan notes
22,050,726
35,054,603
22,050,726
35,054,603

Amounts owed to parent undertaking
15,009,083
-
7,464,819
-

72,394,085
73,227,980
29,515,545
35,054,603


See note 21 for details of the terms of repayment and the rates of interest payable on the Bank loans and Loan notes.



Page 46

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Forward contracts

The Group enters into various foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables. At 31 December 2023, the outstanding contracts all mature within 12 months of the year end.
At the year end the Group is committed to buying 64,550,000 NOK for a fixed amount of EUR and selling 200,000 EUR for a fixed amount of GBP.
As at 31 December 2023, the mark to market position is recorded in the balance sheet as a debtor of €55,625. The net movement on currency forward contract instruments amounted to €302,997 which is recorded in the statement of comprehensive income.
At the year end the Group had no other financial commitments.


21.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022

Amounts falling due within one year

Bank loans
6,849,466
2,636,291
-
-


6,849,466
2,636,291
-
-

Amounts falling due 1-2 years

Bank loans
35,334,276
3,215,917
-
-


35,334,276
3,215,917
-
-

Amounts falling due 2-5 years

Bank loans
-
34,957,460
-
-

Loan notes
22,050,726
35,054,603
22,050,726
35,054,603


22,050,726
70,012,063
22,050,726
35,054,603


64,234,468
75,864,271
22,050,726
35,054,603


Page 47

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Loans (continued)

Bank borrowings
Term loan facilities A & B 
In July 2016, the Group borrowed funds from its bankers under two term loans of €4,997,160 (£4,200,000) (Facility A) and €10,470,240 (£8,800,000) (Facility B). As at 31 December 2023, the balances on these facilities were:

2023
2022
2023
2022
GBP
GBP
EUR
EUR
Facility A

2,375,000

2,375,000

2,739,149
 
2,681,066
 
Facility B

8,800,000

8,800,000

10,149,269
 
9,934,056
 

The repayment terms have been amended in recent years due to the pandemic. At the balance sheet date, the first repayment of Facility A is due in December 2024 (£850k) and remaining balance due in June 2025. Facility B is repayable in full in July 2025. Since year end, the repayment terms have been revised, the first repayment on Facility A is due in February 2025 (£425k), then March 2025 (£425k) with the balance repayable on 30 June 2025 and Facility B is repayable in full on 19 July 2025.
Facility A and B accrue interest at a variable rate equivalent to SONIA plus 3.5% and 4% respectively, and is payable quarterly.
Issue costs of €741,000 (£617,500) were incurred, which have been deducted from the initial carrying value and are being charged to the Consolidated Statement of Comprehensive Income as part of the interest charge using the effective interest rate. Unamortised Facility A and B issue costs as at the balance sheet were €129,553 (2022: €217,941).
Acquisition facility 
In July 2017, the Company borrowed further funds from its bankers under an acquisition facility of €13,800,000. The facility was subsequently increased to support acquisitions and the balance outstanding on the Facility at the balance sheet date was €17,800,000 (2022: €17,800,000). 
The repayment terms have been amended in recent years due to the pandemic. At the balance sheet date, the total balance is due for repayment in July 2025. 
The acquisition facility accrues interest at EURIBOR plus 3.5%, payable bi-annually. 
Issue costs of €279,067 were incurred, which have been deducted from the initial carrying value and are being charged to the Consolidated Statement of Comprehensive Income as part of the interest charge using the effective interest rate. Unamortised issue costs at the balance sheet were Nil (2022: €55,812).

Page 48

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Loans (continued)

Revolving credit facilities
The revolving credit facilities have been obtained and expanded in recent years. The outstanding amount at the balance sheet date totaled €10.7m (£9.3m) (2022: €10.4m (£9.3m)). 
The repayment terms have been amended in recent years due to the pandemic. At the balance sheet date, €4.9m (£4.3m) is due in June 2024 and €5.8m (£5m) in June 2025. Since the year end the repayment terms have been revised, and the facility is now repayable €1m in June 2024, €2m in April 2025, €2m in June 2025 and the remaining £5m in July 2025.
The revolving credit facilities accrue interest at SONIA plus 3.5%, payable quarterly.
Interest
Interest of €1,109,378 (2022: €379,914) relating to the above facilities is included in borrowings due in less than 12 months at the balance sheet date and due for payment in 2024. 
Security 
The Group’s bank facilities are secured by a fixed and floating charge over the assets of the Group including the Company. 

Page 49

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Loan notes
The loan notes liability relates to notes issued by the Company to shareholders of the ultimate controlling party, together with former directors of the Group. All loan notes issued are denominated in sterling. 
The movement on loan notes is summarized below: 

2023
2022
2023
2022
GBP
GBP
EUR
EUR
At 1 January

31,054,874

28,167,690

35,054,603
 
33,572,931
 
Draw down

-

-

-
 
-
 
Interest accrued

3,105,487

2,887,184

3,568,295
 
3,386,666
 
Principal & interest waiver

(15,041,112)

-

(17,347,306)
 
-
 
Foreign exchange

-

-

775,134
 
(1,904,994)
 
At 31 December
19,119,249

31,054,874

22,050,726
 
35,054,603
 

Loan notes accrue interest at 10%. Interest is compounded and repayable, along with the principal, on 31 January 2025. 
On 28 December 2023 the Company agreed with the loan note holders to waive a portion of the principal and accrued interest, totalling to £15.0m in return for a total of 4,584 £0.0000001 newly issued shares by the Company. Concurrently, Tour Partner Group Holdco Limited traded for these shares in exchange for an equal number of £0.0000001 Tour Partner Group Holdco Limited shares. The Company remains a wholly owned subsidiary of Tour Partner Group Holdco Limited at the year end.
Since the year end the group has received confirmation that, unless the loan notes have been settled on or before the current repayment date, the loan note holders will extend the repayment date to January 2026. 

Page 50

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Deferred taxation


Group



2023
2022









At beginning of year
(4,817,017)
(6,004,146)


Credited to the profit and loss
849,872
1,187,129



At end of year
(3,967,145)
(4,817,017)

Group
Group
2023
2022

Fixed asset timing differences
41,594
(1,506)

Losses carried forward
71,026
215,687

Other short-term timing differences
(65,821)
(22,721)

Intangibles
(4,013,944)
(5,008,477)

(3,967,145)
(4,817,017)

At 31 December 2023, the group had unrecognised deferred tax assets for trading losses and non trading losses. Based on corporation tax rates of 25% these would have amounted to €206,286 (2022: €206,649) & €1,685,352 (2022: €483,591)..
No deferred tax asset has been recognised given the uncertainty over the timing and utilisation in a subsequent accounting period.


23.


Provisions


Group



Other provisions






At 1 January 2023
1,828,291


Other movements
417,746



At 31 December 2023
2,246,037

This balance relates to a potential Nordic VAT liability.

Page 51

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.


Share capital

2023
2022
Allotted, called up and fully paid



10,009,584 (2022 - 10,005,000) Ordinary shares of £1.000000 each
1
1

On 28 December 2023 4,584 Ordinary shares of £0.0000001 each were issued at par. See note 21 for details. 
The aggregate nominal value of share capital at the year end was £1.0009584 (2022: £1.0005).



25.


Reserves

Capital contribution

The capital contribution reserve includes interest waived by loan note holders in prior periods.
On 28 December 2023 some of the principal & interest was waived by the loan note holders and converted to capital contribution.

Profit and loss account

The profit and loss account reserve includes all current and prior period retained profits and losses.


26.


Commitments under operating leases

At 31 December 2023 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022

Not later than 1 year
218,547
290,723

Later than 1 year and not later than 5 years
96,943
174,277

315,490
465,000
Page 52

 
TOUR PARTNER GROUP MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

27.


Related party transactions

The company has taken advantage of the exemption available under FRS102 section 33.1A where disclosures of transactions between group members are not required, provided that the subsidiary is wholly-owned.
As at 31 December 2023, the Group has outstanding liabilities to its parent undertaking of €15,009,083 (2022: €5,844,003), as shown in note 18.
The ultimate controlling party has subscribed for Loan notes issued by the Company. As at 31 December 2023 the outstanding balance due by the Company is €21,845,623 (£18,941,411) (2022: €34,579,032 (£30,633,564)) of Loan notes. Interest is charged on the basis described for Loan notes in note 21. The total interest charged to the Company for the year is €3,593,317 (£3,063,356) (2022: €3,214,826 (£2,848,014)). In December 2023 principal and interest totalling €17,017,914 (£14,755,510) was waived.
A former director (resigned 10 March 2023) of the Group has subscribed for Loan notes issued by the Company. As at 31 December 2023 the outstanding balance due by the Company is €114,483 (£99,263) (2022: €265,449 (£235,161)) of Loan notes. Interest is charged on the basis described for Loan notes in note 21. The total interest charged to the Company for the year is €27,584 (£23,516) (2022: €24,679 (£21,863)). In December 2023 principal and interest totalling €183,86 (£159,414) was waived. 


28.


Controlling party

The Company's immediate parent is Tour Partner Group Holdco Limited, incorporated in Guernsey. The ultimate parent and the ultimate controlling party is Mayfair Equity Partners LLP, incorporated in England and Wales.
The only company preparing consolidated financial statements which include Tour Partner Group Midco Limited, is Tour Partner Group Midco Limited. 

 
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