Registered number: 08831424
THE PORTMAN TRAVEL GROUP LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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THE PORTMAN TRAVEL GROUP LIMITED
COMPANY INFORMATION
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Elegant House Sandpiper Way
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Chartered Accountants & Statutory Auditors
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THE PORTMAN TRAVEL GROUP LIMITED
CONTENTS
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Independent Auditors' Report
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Consolidated Statement of Profit or Loss
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Consolidated Statement of Other Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Consolidated Financial Statements
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THE PORTMAN TRAVEL GROUP LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors’ present their strategic report on the affairs of the Group, together with the audited financial statements for the year ended 31 December 2023.
The principal activities of the Group are to operate as a luxury holiday tour operator, a sports tour operator and a corporate travel agent.
The Group operates in the UK and overseas.
Business performance and environment
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The results for the Group show a pre-tax profit of £26.2 million (2022: loss of £2.3 million) for the year and sales of £234 million (2022: £143 million). The Group has net assets of £14.5 million at the balance sheet date (2022: net liabilities of £14 million).
The Portman Travel Group Limited is a wholly owned subsidiary of Seera Holding Group, a Saudi joint stock company with a market cap in excess of 7.7 B SAR (2022: 4.9 B SAR). Seera Holding Group have a strong and integrated worldwide network of travel operations.
The COVID-19 pandemic disrupted business travel both nationally and internationally throughout 2022, and as such there was a direct impact on the financial results and business operations. The trading businesses of the Group, being Clarity Travel Limited, Elegant Resorts Limited, If Only Holidays Limited and Destination Sports Limited, all enjoyed a much-improved trading year in 2023 with demand returning to normal levels.
Leisure (If Only and Elegant), saw stable revenue levels with an increase of +9% and a combined EBITDA of £2.6m. Business Travel (Clarity) enjoyed a +49% increase in revenue and a positive EBITDA of £5.3m. Sports continued its very significant year on year growth with +167% increase in revenue and an EBITDA of £6.0m.
In addition to the positive results and organic growth, the Group has also made a number of successful UK and international acquisitions throughout the year. Destination Sport purchased the Mike Burton Group of entities, Tour Time entities and a 65% share of Sportsworld. Clarity also purchased Agiito Limited and Evolvi Rail Systems Limited.
The Group has considered its financial position, future forecasts and current cash available, and the business remains a going concern, as further explained in note overleaf.
Principal risks and uncertainties
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The Group have identified principal risks and uncertainties that could potentially impact the current business model and future growth opportunities.
• Geo-political events and natural disasters - The nature of the business operations exposes the Group to a wide range of geo-political risks and potential natural disaster scenarios. To counter this, the Group operates a flexible business model with the ability to utilise alternative destinations where necessary.
• Information technology — IT plays a major role in daily operations, the Group recognises this importance and invests accordingly in systems to ensure an efficient and reliable service is maintained.
• Environmental risk — As part of the business this Group does “use” aircraft to take people on holidays, sometimes to countries where tourism is developing. The Group takes its corporate and social responsibilities very seriously and these destinations are extensively researched by a travel specialist team. This team works closely with local authorities and local suppliers in these destinations to ensure that any environmental impact is minimised.
• Recruitment, development, and retention of talented people — the development of an in-house Recruitment,
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THE PORTMAN TRAVEL GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Human Resources and Learning and Development function has ensured that the Group has programs and initiatives that attract, retain, and grow the best talent for the Group.
• Failure to respond to customer demand, significant market changes and adverse global economic factors- there are monthly senior management review meetings that monitor financial trends through forecasting and budgeting tools.
• Major health and safety incident — the Group ensures that there are regular fire drills and a disaster recovery plan is tested routinely.
Strategy and future outlook
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The Portman Travel Group Limited’s strategy is focused on the following key drivers:
• Continued progress to drive robust product innovation and selection.
• Transformation of key operational areas to assist with bottom line growth.
• Expansion of the services offered into other key markets.
• Accelerate growth of the group through the acquisition of similar travel operations.
The Covid-19 pandemic has had a significant impact on the travel industry and the board is focused on ensuring that the Group can return to profitability in the medium to long term. The above drivers will assist in delivering this whilst ensuring the brand proposition is focused on improved growth of market share.
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THE PORTMAN TRAVEL GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Section 172 Companies Act 2006
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This report sets out how the directors comply with the requirement of Section 172 Companies Act 2006 and how these requirements have impacted on the Board’s decision making throughout 2022.
The key matters that the directors report on when undertaking their duties are:
The likely consequence of any decision in the long term.
The Group has a 3-year plan that the Board regularly monitors to ensure its implementation throughout the year using detailed reports on operating and financial performance. The business is operated within tight budgetary guidelines and as part of the regular monitoring, looks out for external events that may materially impact the business and develops mitigation plans to offset any adverse impacts or take advantage of growth opportunities.
The interest of the Group’s employees.
The Group’s employees are fundamental to the long-term success of the business. The Group aims to be a responsible employer in the approach to pay and benefits employees receive. All employees have objectives and personal development plans which enable them to further their careers within the business. An annual survey is conducted to measure the engagement of the employees and follow up plans are put in place to improve this on a yearly basis by the Board.
The need to foster the Group’s business relationships with suppliers, customers and others
Delivery of excellent service to customers is key to the success of the business in order to retain, grow and acquire new business. The Board requires the Group to conduct regular client satisfaction surveys and monitors department performance against these surveys. Regular client events are held to enable an open and honest communication between the business and its clients in order to talk about innovations in the industry and give an opportunity to share ideas about how to minimise costs for clients and maximise the efficiency of service delivery.
The Board requires the Group to maintain excellent relationships with all its suppliers and conducts regular supplier reviews to monitor performance. A partnership model with suppliers is in place, encourage efficiencies and innovation that are passed onto customers in the form of better products, improved service and lower cost.
The impact of the Group’s operations on the community and environment
The Board encourages all its employees to get involved in community and environment projects to improve the places where they live and work. We support a specific charitable cause each year that is decided by employees and hold various events throughout the year in order to raise funds.
The desirability of the Group maintaining a reputation for high standards of business conduct
The Board take the reputation of the Group seriously which is not limited to only operational and financial performance. The Board regularly reviews its Whistle-blower and Ethics policy and ensures it remains appropriate as the business develops and grows.
The need to act fairly between members
The Board of Directors behave responsibly toward stakeholders and treat them fairly and equally so they too may benefit from the successful delivery of the Board’s plan.
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THE PORTMAN TRAVEL GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Financial risk management
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The Group’s operations expose it to a variety of financial risks, including the effects of changes in currency exchange rates, credit exposure and liquidity. The directors manage these risks in accordance with policies that have been agreed with Seera Holding Group and uses Financial instruments (see note 20) . More details can be found in their financial statements.
Liquidity and cash flow
The Group uses its annual budget and planning process to predict and manage expected future liquidity. Cash forecasting is regularly reviewed and updated on a regular basis.
Credit risk
The Group’s principal financial assets are trade and other receivables. The Group’s credit risk is primarily attributable to these trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparts and customers. The Group is exposed to credit risk in relation to deposits and trade and other receivables. The maximum exposure in respect of each of these items at the balance sheet date is their carrying value. The Group assesses its counterparty exposure in relation to the investment of surplus cash and undrawn credit facilities. The Group uses published credit ratings and share price performance in the previous 30-day period to assess counterparty strength and therefore to define the credit limit for each counterparty.
Key performance indicators ("KPI's")
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The key performance indicators used by the Group are revenue, gross margin and adjusted earnings before tax and interest (EBITDA).
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Total Transactional Value
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Adjusted EBITDA - see table below
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THE PORTMAN TRAVEL GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Operating profit/(loss) for the period
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Depreciation of tangible assets (exc IFRS 16 adjustment)
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Amortisation of intangible assets
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Negative goodwill on acquisition
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Depreciation of right of use assets
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Interest expense on leased liabilities
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This report was approved by the board on 16 August 2024 and signed on its behalf.
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THE PORTMAN TRAVEL GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their directors’ report on the affairs of The Portman Travel Group Limited and subsidiary undertakings (the ‘Group’) together with the financial statements and auditor’s report. This annual report covers the year ended 31 December 2023.
A summary of how the directors have had regard to the need to foster the company’s business relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions taken by the Group during the financial year is included in the strategic report and is included here by way of cross reference to the strategic report.
Directors' responsibilities statement
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The directors are responsible for preparing the Group Strategic Report, Directors' Report and the consolidated financial statements, in accordance with applicable law.
Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law they have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK and the parent Company financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 'Reduced Disclosure Framework' (FRS 101).
Under company law the directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing each of the consolidated and parent Company financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and estimates that are reasonable and prudent;
∙for the consolidated financial statements, state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;
∙for the parent Company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
The principal activities of the Group are disclosed in the Strategic Report.
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THE PORTMAN TRAVEL GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
The profit for the year, after taxation and minority interests, amounted to £23,874k (2022 - loss £1,593k.
The directors do not recommend the payment of a dividend in respect of the period to 31 December 2023 (2022: £nil)
The directors who served during the year were:
Matters of strategic importance
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Key risks and uncertainties and future developments have been included in the separate Strategic Report in accordance with Section 414c(11) of the Companies Act 2006.
In accordance with part 15 of the Companies Act 2006. the Group's energy use and associated greenhouse gas emissions have been included in the directors report for the year ending 31 December 2023.
The Group is committed to employment policies, which follow best practice, based on equal opportunities for all employees, irrespective of sex, race, colour, disability or marital status and offers appropriate training and career development for all disabled staff. If members of staff become disabled, the company continues employment wherever possible and arranges retaining.
The Group is also committed to:
- Encourages equality, diversity, and inclusion in the workplace as they are good practice and make business sense.
- Create a working environment free of bullying, harrassment, victimisation, and unlawful discrimination, promoting dignity and respect for all, and where individual differences and the contributions of all our people are recognised and valued.
- Provide equality, fairness, and respect for all who work for us and encourage our people to make the most of their talents.
The Group is committed to providing employees with information on matters of concern to them on a regular basis, so that the views of employees can be taken into account when making decisions that are likely to affect their interests. In the period the Group has held regular briefing meetings, supplemented by a range of staff magazines to encourage the involvement of employees. Surveys are held regularly as a means of measuring the effectiveness of the ways in which staff are managed and follow up plans put in place.
The directors are included within the Group's indemnity provisions.
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THE PORTMAN TRAVEL GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Greenhouse gas emissions, energy consumption and energy efficiency action
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Portman Travel Group emitted 196,492 kgCO2e (Kilogrammes of carbon dioxide equivalent) for 2023 (across scope 1 and 2). This can be presented as 197 tCO2e (tonnes of carbon dioxide equivalent) with an intensity indicator of 0.59 tCO2e per total full-time equivalent employee (FTE) and 2.21 tCO2e per million GBP £.
When Scope 3 is added, this brings the total to 864,885 tCO2e.
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Vans Diesel Class 1 (up to 1.305 tonnes)
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UK National Grid electricity
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Total tCO2e per * FTE on gross scope 1 & 2
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Total tCO2e per *£m Turnover on gross scope 1 & 2
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Total tCO2e per *FTE on gross scope 1, 2 & 3
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Total tCO2e per *£m Turnover on gross scope 1, 2 & 3
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THE PORTMAN TRAVEL GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Methodology
Portman Travel Group has adopted an operational control approach to establishing the boundary. The methodology adopted in line with the Greenhouse Gas Protocol and the BEIS Environmental Reporting Guidelines. The calculations were completed on the SmartCarbonTM Calculator using the UK Government emissions factors.
CO2e is the universal unit of measurement to indicate the global warming potential (GWP) of Greenhouse Gases (GHGs), expressed in terms of the GWP of one unit of carbon dioxide. There are seven main GHGs that contribute to climate change, as covered by the Kyoto Protocol: carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), hydrofluorocarbons (HFCs), perfluorocarbons (PFCs), sulphur hexafluoride (SF6) and nitrogen trifluoride (NF3). Different activities emit different gases. Using CO2e allows all greenhouse gases to be measured on a like-for-like basis.
For National grid electricity consumption, Portman Travel Group has included factors for the transmission and distribution of electricity (T&D) losses, which occur between the power station and site(s). The emissions from T&D has been accounted for in Scope 3. As with other Scope 3 impacts, reporting T&D is voluntary but is recommended standard practice by UK Government.
For the purposes of scope 3 reporting, Portman Travel Group has included upstream transportation and distribution, waste generated in operations, employee commuting time and other fuel and energy related activities.
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Disclosure of information to auditors
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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.
The auditors, Xeinadin Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 16 August 2024 and signed on its behalf.
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THE PORTMAN TRAVEL GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE PORTMAN TRAVEL GROUP LIMITED
We have audited the financial statements of The Portman Travel Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Profit or Loss, 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 policies set out on pages 27 - 38. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. The financial reporting framework that has been applied in the preparation of the parent Company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101 'Reduced Disclosure Framework' (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 the parent Company's affairs as at 31 December 2023 and of the Group's profit for the year then ended;
∙the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the United Kingdom;
∙the parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We 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 and the parent Company 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
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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.
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THE PORTMAN TRAVEL GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE PORTMAN TRAVEL GROUP LIMITED (CONTINUED)
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 Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
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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.
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THE PORTMAN TRAVEL GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE PORTMAN TRAVEL GROUP LIMITED (CONTINUED)
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.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement 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.
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 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:
- Enquiry of management and those charged with governance around actual and potential litigation and claims;
- Reviewing minutes of meetings of those charged with governance;
- Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
- Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations.
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THE PORTMAN TRAVEL GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE PORTMAN TRAVEL GROUP LIMITED (CONTINUED)
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Group is subject to many other laws and regulations where the consequence of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance the imposition of fines or litigation or the loss of the Company’s license to operate. We identified the following areas as those most likely to have such an effect: health and safety, data protection laws, anti-bribery, money laundering, employment law, ABTA and ATOL compliance recognising the nature of the Group’s activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
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 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.
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.
Karanjit Gill (Senior Statutory Auditor)
for and on behalf of
Xeinadin Audit Limited
Chartered Accountants & Statutory Auditors
8th Floor
Becket House
36 Old Jewry
London
EC2R 8DD
16 August 2024
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THE PORTMAN TRAVEL GROUP LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Profit/(loss) from operations
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Share of post-tax profits of equity accounted joint ventures
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Profit/(loss) for the year
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Profit/(loss) for the year attributable to:
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Non-controlling interests
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The notes on pages 26 to 81 form part of these financial statements.
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THE PORTMAN TRAVEL GROUP LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Profit/(loss) for the year
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Remeasurements of defined benefit pension schemes
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Movement on deferred tax relating to defined benefit scheme
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Other comprehensive income for the year, net of tax
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Total comprehensive income
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Total comprehensive income attributable to:
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Non-controlling interests
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The notes on pages 26 to 81 form part of these financial statements.
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THE PORTMAN TRAVEL GROUP LIMITED
REGISTERED NUMBER: 08831424
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Property, plant and equipment
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Investments in equity-accounted joint ventures
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Assets under construction
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Trade and other receivables
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Cash and cash equivalents
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Trade and other liabilities
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Employee benefit liabilities
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Trade and other liabilities
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Derivative financial liabilities
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THE PORTMAN TRAVEL GROUP LIMITED
REGISTERED NUMBER: 08831424
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023
Issued capital and reserves attributable to owners of the parent
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The financial statements on pages 4 to 81 were approved and authorised for issue by the board of directors on 16 August 2024 and were signed on its behalf by:
The notes on pages 26 to 81 form part of these financial statements.
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THE PORTMAN TRAVEL GROUP LIMITED
REGISTERED NUMBER: 08831424
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Investments in subsidiary undertakings
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Trade and other receivables
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Trade and other receivables
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Cash and cash equivalents
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Trade and other liabilities
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Trade and other liabilities
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THE PORTMAN TRAVEL GROUP LIMITED
REGISTERED NUMBER: 08831424
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023
Issued capital and reserves attributable to owners of the parent
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The Company's loss for the year was £2,703k (2022 - £1,031k).
The financial statements on pages 4 to 81 were approved and authorised for issue by the board of directors on 16 August 2024 and were signed on its behalf by:
The notes on pages 26 to 81 form part of these financial statements.
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THE PORTMAN TRAVEL GROUP LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Total attributable to equity holders of parent
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Comprehensive income for the year
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Other comprehensive income
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Transfer to/from retained earnings
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On acquisition of subsidiary
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Total contributions by and distributions to owners
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The notes on pages 26 to 81 form part of these financial statements.
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THE PORTMAN TRAVEL GROUP LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Total attributable to equity holders of parent
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Comprehensive income for the year
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Other comprehensive income
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Transfer to/from retained earnings
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Total contributions by and distributions to owners
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The notes on pages 26 to 81 form part of these financial statements.
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THE PORTMAN TRAVEL GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Total comprehensive income for the year
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The notes on pages 26 to 81 form part of these financial statements.
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THE PORTMAN TRAVEL GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Total comprehensive income for the year
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The notes on pages 26 to 81 form part of these financial statements.
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THE PORTMAN TRAVEL GROUP LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
Cash flows from operating activities
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Profit/(loss) for the year
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Depreciation of property, plant and equipment
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Impairment of property, plant and equipment
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Amortisation of intangible fixed assets
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Net gain from investments
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Defined benefit pension expenses
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Movements in working capital:
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Increase in trade and other receivables
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Increase in trade and other payables
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Cash generated from operations
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Net cash (used in)/from operating activities
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Cash flows from investing activities
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Net cash outflow on acquisitions of subsidiaries
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Acquisitions of property, plant and equipment
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Net cash used in investing activities
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Cash flows from financing activities
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Intercompany funds received
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Repayment of bank borrowings
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Interest paid on intercompany loan
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THE PORTMAN TRAVEL GROUP LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Net cash from financing activities
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Net decrease in cash and cash equivalents due to movement in foreign currency exchange rates
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at the beginning of year
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Cash and cash equivalents at the end of the year
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The notes on pages 26 to 81 form part of these financial statements.
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The Portman Travel Group Limited (the 'Company') is a limited company incorporated in England and Wales. The Company's registered office is Elegant House, Sandpiper Way, Chester Business Park, Chester, CH4 9QE. These consolidated financial statements comprise the Company and its subsidiaries (collectively the 'Group' and individually 'Group companies'). The nature of the Group operations and its principal activities are set out in the Strategic report..
These financial statements have been prepared in accordance with UK adopted IFRS and with those parts of the Companies Act 2006 applicable to Companies reporting under IFRS. All subsidiaries share the same accounting period as the Parent Company.
As the consolidated financial statements of The Portman Group Travel Limited include the equivalent disclosures, the Company has taken the exemptions under FRS 101 available in respect of the following disclosures:
• The requirements of IAS 7 - ‘Statement of cash flows’
New or amended Accounting Standards and Interpretations adopted
The accounting policies adopted by the Group to prepare its consolidated financial statements as of 31 December 2023 are consistent with those that were used for the preparation of the consolidated financial statements as of 31 December 2022.
The Group has not adopted early application of any standard, interpretation or amendment issued, but that is not yet effective:
Effective Date - 1 January 2024
• Amendments to IAS 1 - Classification of Liabilities as Current or Non-current; Non- current Liabilities with Covenants:
• Amendments to IFRS 16- Lease Liability in a Sale and Leaseback;
• Amendments to IAS 7 and IFRS 7- Supplier Finance Arrangements
• IFRS S1 - General Requirements for Disclosure of Sustainability- related Financial Information
• IFRS S2- Climate related Disclosures
Effective Date- 1 January 2025
• Amendments to IAS 21- Lack of Exchangeability
Effective Date- 1 January 2027
• IFRS 18- Presentation and Disclosure in Financial Statements
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Accounting policies
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. In assessng control, the Group takes into consideration potential voting rights. The acquisition date is the date on which control is transferred to the acquirer. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
Transactions eliminated on consolidation
Intra-group balances and transactions. and any unrealised income and expenses arising from intra-group transactions are eliminated.
The financial statements have been prepared on the going concern basis which the directors consider to be appropriate for the following reasons.
The Group continue to utilise an invoice discounting facility with a maximum drawdown of £30m of which £17.5m was drawn down as at 31 December 2023. The discounting facility is a form of secured lending, the lender has confirmed their willingness and intention to continue offering the facility on the same terms until at least the end of July 2025. This is expected to benefit the company in terms of meeting cashflow needs for the near future.
The Directors have reviewed cash flow forecasts for the Group for the period to 30 June 2025 and have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Group continues to adopt the going concern basis in preparing its financial statements.
In reviewing these forecasts, the directors have concluded that the Group will have sufficient funds to meet its liabilities as they fall due for the forecast period to June 2025.
The Group holds balances due to ultimate parent, Seera Holding Group (SHG). At 31 December 2023 £100,716k was owed to SHG, with £23,500k showing as short term borrowing. The forecasts indicate that the Group is reliant on SHG agreeing not to require repayment of the Group's intercompany borrowings from SHG. SHG has indicated its intention not to recall the borrowings due from the Group and has confirmed the intention to put in place an extension to the agreement whereby payment will not be required until at least December 2025 for all balanaces included in creditors greater than 1 year., SHG have also confirmed that they will provide sufficient financial support to The Portman Travel Group Limited and its associated subsidiaries to ensure that the business of such Group continues to operate as a going concern, for at least one year from the date of signature of the financial statements for the year ended 31 December 2023, and to the extent it remains an entity controlled by Seera Holding Group.
Consequently, the Directors are confident that the Group will have sufficient funds to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the finanical statements on a going concern basis.
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Accounting policies (continued)
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that:
∙deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 respectively;
∙liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 at the acquisition date; and
∙assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another IFRS.
When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss.
When a business combination is achieved in stages, the Group's previously held equity interest in the
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Accounting policies (continued)
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Business combinations (continued)
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acquiree is remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see note 3.3) less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment 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 its carrying amount, 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 based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
The Group's policy for goodwill arising on the acquisition of an associate and a joint venture is described at note 3.5.
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Accounting policies (continued)
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Investments in associates and joint ventures
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An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and assets and liabilities of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment, or a portion thereof, is classified as held for sale, in which case it is accounted for in accordance with IFRS 5. Under the equity method, an investment in an associate or a joint venture is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group's share of the profit or loss and other comprehensive income of the associate or joint venture. When the Group's share of losses of an associate or a joint venture exceeds the Group's interest in that associate or joint venture (which includes any long-term interests that, in substance, form part of the Group's net investment in the associate or joint venture), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.
An investment in an associate or a joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group's share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group's share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.
The requirements of IAS 39 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group's investment in an associate or joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested fir impairment in accordance with IAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.
The Group discontinues the use of the equity method from the date when the investment ceases to be an associate or joint venture, or when the investment is classified as held for sale. When the Group retains an interest in the former associate or joint venture and the retained interest is a financial asset, the Group measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition in accordance with IAS 39. The difference between the carrying amount of the associate or joint venture at the date the equity method was discontinued, and the fair value of any retained interest and any proceeds from disposing of a part interest in the associate or joint venture is included in the determination of the gain or loss on disposal of the associate or joint venture. In addition, the Group accounts for all amounts previously recognised in other comprehensive income in relation to that associate or joint venture on the same basis as would be required if that associate or joint venture had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group reclassified the gain or loss from equity to profit or loss (as a reclassification adjustment) when the equity method is discontinued.
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Accounting policies (continued)
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Investments in associates and joint ventures (continued)
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The Group continues to use the equity method when an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an associate.There is no remeasurement to fair value upon such changes in ownership interests.
When the Group reduces its ownership interest in an associate or a joint venture but the Group continues to use the equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in the other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.
When a group entity transacts with an associate or a joint venture of the Group, profits and losses resulting from the transactions with the associate or joint ventures are recognised in the Group's consolidated financial statements only to the extent of interests in the associate or joint venture that are not related to the Group.
Leisure Travel
Holiday package
Leisure division revenue represents the aggregate amount of gross revenue receivable from inclusive tours and other services supplied to customers in the ordinary course of business. Following the implementation of IFRS 15, revenues and direct expenses relating to package holidays are taken to the statement of comprehensive income across the duration of the holiday, which is when the performance obligations is considered to be satisfied. Direct expenses include all accommodation, transport and commission costs and other direct operational costs, which are classified as “cost of sales” within the statement of profit and loss.
For booking cancellations in the year, clients were offered a refund in line with the Package Travel Regulations with refunds protected under ABTA/ATOL regulations.
Business travel/Sports
Agent
Revenue, which is stated net of value added tax, predominantly represents amounts invoiced to third parties for the rendering of travel management services including service fees earned from clients, management fees, revenue and commissions from suppliers. Under IFRS 15 revenue for the rendering of travel management services is recognised when the underlying transaction is contracted with the supplier. Revenue relating to commission is recognised at the point of the underlying transaction, unless the commission covers multiple transactions, at which point revenue is recognised at completion of the contract. The directors have concluded that the balance of risks and rewards in respect of travel management services is such that the company is acting as agent and consequently revenue recognised in the Income Statement from such transactions is the relevant agent remuneration.
Principal
Revenue represents the aggregate amount of gross revenue receivable from events and other services supplied to customers in the ordinary course of business. Under IFRS 15, revenues and direct expenses relating to packages are taken to the statement of comprehensive income across the duration of the event, which is when the purchase order is considered to be delivered. Direct expenses include all accommodation, transport and commission costs and other direct operational costs, which are classified as “cost of sales” within the statement of profit and loss.
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Accounting policies (continued)
Override and GDS
GDS income is a financial reward based on the volume of air, hotel and car hire sectors sales through our Galileo GDS system. The income is calculated and recognised based on report received from Travelport (company owns Galileo) confirming those sectors.
Other
Other revenue is recognised when it is received or when the right to receive payment is established
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Income statement presentation
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Profit or loss from operations includes the results from operating activities before the results of investing activities such as the disposal of subsidiaries or joint ventures and the disposal of items of property, plant and equipment.
Exceptional items, namely items that are material either because of their size or their nature, and which are non-recurring, are presented separately in the statement of profit or loss. The separate reporting of exceptional items helps provide a full understanding of the Group’s underlying performance.
Items which are included within the exceptional category include:
• profits/(losses) on disposal of assets or businesses and costs of acquisitions;
• significant goodwill or other asset impairments;
• material write-down of assets/reassessment of accruals, reflecting a more cautious evaluation in the light of current trading and economic conditions (excluding errors or prior period items);
• other individually material items that are unusual because of their size, nature or incidence
At the inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
As a lessee
At commencement of a contract that contains a lease component the lease is recognised, along with one or more other lease or non-lease components. The Group accounts for only the lease component. The Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone price and the aggregate stand-alone price of the non-lease components.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Accounting policies (continued)
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise the following:
• fixed payments, including in-substance fixed payments;
• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
• amounts expected to be payable under a residual value guarantee; and
• the exercise price under a purchase option that the Group is reasonably certain to exercise,
• lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and
• penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, to the extent that the right-of-use asset is reduced to nil, with any further adjustment required from the remeasurement being recorded in profit or loss.
The Group presents right-of-use assets under non-current assets and lease liabilities under current and non-current liabilities on the face of the statement of financial position.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for lease of low-value assets and short-term leases. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Accounting policies (continued)
Tax represents the sum of tax currently payable and deferred tax. Tax is recognised in the statement of comprehensive income unless it relates to an item recognised directly in equity, in which case the associated tax is also recognised directly in equity.
Tax currently payable is provided on taxable profits based on the tax rates and laws that have been enacted or substantively enacted at the balance sheet date. Provision is made for deferred tax so as to recognise all temporary differences which have originated but not reversed at the balance sheet date that result in an obligation to pay more tax, or a right to pay less tax, in the future, except as set out below. This is calculated by reference to the average tax rates that are expected to apply in the relevant jurisdictions and for the periods in which the temporary differences are expected to reverse. The deferred tax is not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction does not affect either accounting or taxable profit or loss. Deferred tax assets are assessed at each balance sheet date and are only recognised to the extent that their recovery against future taxable profits is probable.
Income tax expense represents the sum of the tax currently payable and deferred tax.
|
|
Property, plant and equipment
|
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
Land is not depreciated. Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:
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|
|
3% straight line per annum
|
|
|
Lease and leasehold improvements
|
over the term of the lease
|
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|
|
25% reducing balance per annum
|
|
|
Plant and Office equipment
|
10 - 25 % straight line per annum
|
|
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|
25% straight line per annum
|
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|
|
|
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Accounting policies (continued)
Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost).
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
Amortisation is recognised on a straight line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. The useful economic lives used are as follows:
Brand 15 - 20 years
Customer relationships 8 - 10 years
All other 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.
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Cash and cash equivalents
|
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Trade and other debtors /creditors
Trade and other debtors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method, less provision for expected credit loss. The amount of the provision is the expected credit loss measured as the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Accounting policies (continued)
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Financial instruments (continued)
|
Recognition and initial measurement
Trade receivables and debt securities issued are initially recognised when they originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.
Assets held at fair value
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through the statement of profit and loss, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
Interest-bearing borrowings classified as basic financial instruments
Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.
Equity investments at fair value
These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in other comprehensive income and are never reclassified to profit or loss.
Classification and subsequent measurement
On initial recognition, a financial asset is classified as measured at amortised cost; fair value through other
comprehensive income-debt investment; fair value through other comprehensive income-equity investment; or fair value through the statement of profit and loss.
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
A financial asset is measured at amortised cost if it meets both of the following conditions:
• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets are derecognised when the Group transfers the financial asset or when the contractual rights expire.
Financial liabilities are derecognised when the obligation is discharged, cancelled or expires.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose only of the cash flow statement.
Financial assets at amortised cost
These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
These assets are subsequently measured at fair value. Dividends are recognised as income in profit or
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Accounting policies (continued)
|
|
Financial instruments (continued)
|
loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in other comprehensive income and are never reclassified to profit or loss.
Financial liabilities at amortised cost
Financial liabilities are classified as measured at amortised cost. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
Impairment
The Company recognises loss allowances for expected credit losses on financial assets measured at amortised cost and contract assets (as defined in IFRS 15). The Company measures loss allowances at an amount equal to 12 months expected credit losses, including for other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
The Group has applied the IFRS 9 simplified approach to measuring expected credit losses (ECL). This approach uses a lifetime expected loss allowance for trade and other receivables. The ECL is determined on the ageing of the receivables, historical data and expected future conditions. At each reporting date the ECL is reviewed to reflect any changes in credit risk since initial recognition. The Group reviewed its historical default rates in 2023 and subsequently reversed the expected credit loss allowance associated with this due to significantly low rates of default. The loss rate on trade receivables for current to 60 days past due is considered immaterial and not provided for in 2023.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit losses, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company’s historical experience and informed credit assessment and including forward-looking information.
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. Pension costs charged against profits in respect of the Group’s defined contribution scheme represent the amount of the contributions payable to the schemes in respect of the accounting period.
The Group also operates a defined benefit pension scheme. On the advice of an independent qualified actuary, contribution payments are made to the scheme to ensure that the scheme’s assets are sufficient to cover future liabilities. Pension scheme assets are measured using market values. Pension scheme liabilities are measured, using the projected unit method and discounted at the rate of return on an AA rated corporate bond of equivalent term.
Any increase in the present value of the liabilities of the fund expected to arise from employee service is charged against operating profit. The expected return on the scheme’s assets and the increase during the period in the present value of the scheme’s liabilities arising from the passage of time are included in other finance income/expense.
Actuarial gains and losses are recognised in the statement of comprehensive income.
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Accounting policies (continued)
|
|
Non-controlling interests
|
For business combinations completed prior to 1 January 2010, the Group initially recognised any non-controlling interest in the acquiree at the non-controlling interest's proportionate share of the acquiree's net assets. For business combinations completed on or after 1 January 2010 the Group has the choice, on a transaction by transaction basis, to initially recognise any non-controlling interest in the acquiree which is a present ownership interest and entitles its holders to a proportionate share of the entity's net assets in the event of liquidation at either acquisition date fair value or, at the present ownership instruments' proportionate share in the recognised amounts of the acquiree's identifiable net assets. Other components of non-controlling interest such as outstanding share options are generally measured at fair value. The Group has not elected to take the option to use fair value in acquisitions completed to date.
From 1 January 2010, the total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests. Before this date, unfunded losses in such subsidiaries were attributed entirely to the Group. In accordance with the transitional requirements of IAS 27 (2008), the carrying value of non-controlling interests at the effective date of amendment has not been restated.
|
Critical judgements in applying the Group’s accounting policies
|
In the process of applying the Group’s accounting policies, described above, management has made the following judgements and estimates that have the most significant effect on the amounts recognised in the financial statements:
Recoverable amounts of deposits and prepayments
Judgements have been made in respect of the quantum of future trading with hoteliers and the credit-worthiness of those hoteliers in order to assess the recoverable amounts of deposits and prepayments made to those hoteliers.
Gross or net recognition revenue streams
Judgements have been made on an individual revenue stream as to whether it is most appropriate to recognise revenue at a gross cost to the consumer or on a net commission receivable basis. This judgement centres on risk considerations and the extent of added value, amongst other factors.
Carrying value of investments and goodwill and impairment consideration
The intangibles and goodwill are carried at cost. Management determines whether the balances are impaired by using forward looking forecasts and an appropriate discount rate according to which the assets are not impaired. There is an element of estimation uncertainty due to the use of reasonable assumptions of future cashflows and discount rate and in preparing the forecasts.
Recoverable amounts of supplier debit balances
The provision made in respect of supplier debit balances has been calculated on an estimation of the likely recovery of aged debt outstanding, and through evaluation of continued trading with the supplier concerned.
External regulatory requirements
Subsidiaries of the Group including Clarity Travel Limited, Elegant Resorts Limited, Elegant Resorts Travel Limited If Only Limited, Mike Burton Travel Limited, Sportsworld Events LImited currently hold an Air Travel Organiser's Licence (ATOL), issued by the Civil Aviation Authority (CAA), which is subject to an annual renewal process leading up to 1 October each year. It is required by the companies in order to offer air inclusive holidays to customers. The CAA grants this licence on the basis of meeting agreed financial criteria. Portman Travel Group and its subsidiaries have complied with these requirements during
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
4.Critical judgements in applying the Group’s accounting policies (continued)
the periods presented and up to the date of signing these financial statements. The directors see no reason why the ATOL will not be renewed in October 2024 on substantially the same terms and conditions as currently agreed with the CAA.
Key sources of estimation uncertainty
Tax
Tax assets and liabilities represent management’s estimate of tax that will be payable or recoverable in the future and may be dependent on estimates of future profitability. In addition, estimates have been made in respect of the probable future utilisation of tax losses and deferred tax assets have been recognised. The recoverability of these assets is dependent on the agreement of the losses with the relevant authorities and the estimates of future profitability.
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at acquisition date. Fair value has been calculated using valuation models. Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
Intangible assets
Intangible assets are reviewed annually for impairment if events or changes in circumstances, such as changes in technology, market or economic conditions indicate changes to the useful economic life of an asset. Intangible assets consist of Goodwill, assets acquired separately, and assets acquired as part of a business combination.
Defined benefit pension scheme
Estimation is required in determining the fair value of the defined benefit pension scheme liability at each balance sheet date with a number of assumptions used to calculate the figure. A valuation is carried out by a qualified actuary and at least every three years.
Discount rates used to determine the carrying amount of the Group’s defined benefit obligation
The determination of the Company’s defined benefit obligation depends on certain assumptions, which include selection of the discount rate. These assumptions are considered to be a key source of estimation uncertainty as relatively small changes in the assumptions used may have a significant effect on the Company’s financial statements within the next year. Further information on the carrying amounts of the Group’s defined benefit obligation and the sensitivity of those amounts to changes in discount rate are provided in note 24.
GMP equalisation - The Lloyds Bank GMP equalisation case in 2020 ruled that there is an additional liability regarding individual transfer payments to factor in that benefits were not equalised at that time. The directors concluded that this would have an immaterial impact on the estimated liability, with this judgement based on knowledge of the historic transfer level activity and benchmarking against the additional liability that was accounted for following the 2018 GMP equalisation ruling.
ATOL Renewal. - A judgement is made with respect to ATOL being renewed on normal terms. The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are disclosed below.
• The provision made in respect of supplier debit balances has been calculated on the basis that the supplier has been overpaid identified by reviewing the aged debt reports and consideration of whether the
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
4.Critical judgements in applying the Group’s accounting policies (continued)
supplier is used for future trade.
• The recoverability of intercompany receivables is dependent on the continued going concern of the respective fellow subsidiary undertakings.
Discount rates used to determine the carrying amount of right of use assets and lease labilities
The discount rate applied is based on IBR (Income Based Repayment) base for invoice discounting and risk-free growth rate. With no implicit borrowing rate existing, an estimate of a group specific cost of borrowing has been calculated using the applicable rate in the Group's discounting facility, adjusted by the variation in risk free gilt yields with respect to maturity dates.
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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The following is an analysis of the Group's revenue for the year from continuing operations:
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Principal sales - holiday packages
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Agency sales - holiday packages
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Service fees and commission
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Analysis of revenue by country of destination:
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Timing of revenue recognition:
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Goods and services transferred over time
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Goods and services transferred at a point in time
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The gross revenue of the Group for the year was £694,923k (2022: £173,804k).
|
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
The contract assets are transferred to receivables when the rights become unconditional and the unbilled services provided. The contract liabilities primarily relate to the advance consideration received from customers in relation to the sale of package holidays.
The amount of revenue recognised in current period from performance obligations satisfied (or partially satisfied) in previous periods was £28,148k (2022: £1,834k).
The amount of revenue recognised in current period that was included in the contract liability balance at the beginning of the period was £20,814k (2022: £20,833k).
There were no significant changes in the recognition of the contract assets and the contract liabilities during the period.
|
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Government grants receivable
|
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Foreign exchange difference gain
|
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Exceptional income-negative goodwill on acquisition
|
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Exceptional income-gain on bargain purchase
|
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Grant income relates to a grant received in 2016 from Glasgow city council in respect of fixed assets additions which have been credited to balance sheet and are released to P&L in line with depreciation over the period of the useful life of fixed assets.
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Depreciation of property, plant and equipment owned
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Depreciation of right of use assets
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Foreign exchange (gain)/loss
|
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Loss allowance on trade receivables and contract assets
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During the year, the Group obtained the following services from the Company's auditors and their associates:
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Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
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Fees payable to the Company's auditors and their associates in respect of:
|
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The auditing of accounts of subsidiaries of the Group
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|
ATOL and ABTA annual accountant's report
|
|
|
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Employee benefit expenses
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Employee benefit expenses (including directors) comprise:
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Defined contribution pension cost
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Key management personnel compensation
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, including the directors of the Company listed on page 2, and the Financial Controller of the Company.
The remuneration of the directors and key management, who are the key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.
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Defined contribution scheme costs
|
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The number of directors who were members of pension schemes in 2023 was 2 (2022: 2).
|
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The monthly average number of persons, including the directors, employed by the Group during the year was as follows:
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|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Employee benefit expenses (including directors) comprise:
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Defined contribution pension cost
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The Company had no employees during either the current or prior year.
|
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Two directors were paid by the Company for qualifying services to the group. It is not possible to apportion these emoluments which total £534,919 (2022: £438,000) and pension contributions of £46,218 (2022: £46,000) specifically in respect of services to the Group.
One director are paid by the ultimate parent company and it is not possible to apportion those emoluments specifically in respect of services to this group.
The highest paid director’s remuneration was £316,169 (2022: £255,000) and amounts receivable under long term incentive schemes was £12,000 (2022: £12,000) and Company defined pension contribution of £21,419 (2022: £25,000) was made to a money purchase scheme on their behalf.
|
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During the year, retirement benefits were accruing to the following number of directors in respect of qualifying services:
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|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Finance income and expense
|
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Recognised in profit or loss
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Other interest receivable
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Interest on lease liabilities
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Loans from group undertakings
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Interest on pension liabilities
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Other loan interest payable
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Net finance expense recognised in profit or loss
|
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The above financial income and expense include the following in respect of assets (liabilities) not at fair value through profit or loss:
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Total interest income on financial assets
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Total interest expense on financial liabilities
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|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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12.1 Income tax recognised in profit or loss
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Current tax on profits for the year
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Adjustments in respect of prior years
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Origination and reversal of timing differences
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
12.Tax expense (continued)
|
12.1 Income tax recognised in profit or loss (continued)
|
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The tax credit / expense for the period is lower than the standard rate of corporation tax in the UK 23.52% and Ireland 12.5% (2022: 19% and Ireland 12.5%).
|
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The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to profits for the year are as follows:
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Profit/(loss) for the year
|
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Income tax credit/expense (including income tax on associate, joint venture and discontinued operations)
|
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Profit/(loss) before income taxes
|
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Tax using the Company's domestic tax rate of 23.52% (2022:21.38%)
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Expenses not deductible for tax purposes, other than goodwill, amortisation and impairment
|
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Capital allowances for the year in excess of depreciation
|
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Adjustments to tax charge in respect of prior periods
|
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Deferred tax movement in loss relief
|
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Other deferred tax movement
|
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Tax credit for current year
|
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Changes in provisions leading to an increase/(decrease) in the tax charge
|
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Deferred tax not recognised
|
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Movement in deferred tax not recognised
|
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Remeasurement of Deferred tax for changes in tax rates
|
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Other differences leading to an increase/(decrease) in the tax charge
|
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Changes in tax rates and factors affecting the future tax charges
There were no factors that may affect future tax charges.
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
12.Tax expense (continued)
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12.2 Income tax recognised in other comprehensive income
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Arising on income and expenses recognised in other comprehensive income
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Remeasurement of defined benefit obligation
|
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12.3 Current tax assets and liabilities
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
12.Tax expense (continued)
|
|
12.4 Deferred tax balances
|
|
The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated statement of financial position:
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Recognised in profit or loss
|
Recognised in other comprehensive income
|
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Property, plant and equipment
|
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Short term timing differences
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Tax losses carried forward
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Recognised in profit or loss
|
Recognised in other comprehensive income
|
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Property, plant and equipment
|
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Tax losses carried forward
|
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|
THE PORTMAN TRAVEL GROUP LIMITED
|
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
Property, plant and equipment
|
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Acquisition of subsidiary
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Transfers between classes
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|
THE PORTMAN TRAVEL GROUP LIMITED
|
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
13.Property, plant and equipment (continued)
|
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Accumulated depreciation and impairment
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Charged financed for the year
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Charge owned for the year
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Charged financed for the year
|
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Acquisition of subsidiary
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The Company holds no property plant and equipment.
|
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
13.Property, plant and equipment (continued)
|
13.1. Assets held under leases
|
|
The net book value of owned and leased assets included as "Property, plant and equipment" in the Consolidated Statement of Financial Position is as follows:
|
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|
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Property, plant and equipment owned
|
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|
|
Right-of-use assets, excluding investment property
|
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|
|
Information about right-of-use assets is summarised below:
Net book value
|
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|
Depreciation charge for the year ended
|
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|
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
13.Property, plant and equipment (continued)
|
13.1 Assets held under leases (continued)
|
|
Additions to right-of-use assets
|
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|
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Additions and adjustments to right-of-use assets
|
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On acquisition of subsidiaries
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|
Accumulated amortisation and impairment
|
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|
Charge for the year - owned
|
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Charge for the year - owned
|
|
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|
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
14.Intangible assets (continued)
|
For the purposes of impairment testing of goodwill, management determine the recoverable amount through the calculation of a value in use model of discounted future cashflows. Discount rate of 12% is based on the cost of capital. The cash generating unit’s recoverable amounts are based on value in use, using projections prepared by the cash generating unit based on a 5-year plan approved by the board so they return to 2019 cashflow, thereafter 20% growth to 23/24, 10% for 25/26 and then 1% in perpetuity has been anticipated and has been used to extrapolate cashflow beyond the five-year plan. Goodwill has been allocated to business travel cash generating unit (45%) and leisure cash generating units - Elegant Resorts (43%) and If Only (12%).
On 27 June 2022, Destination Sport Limited completed the acquisition of Marathon Tours, Inc and acquired 100% of the share capital and voting rights. The total consideration was £6,479,000, made up of cash consideration of £3,151,000 and deferred consideration of £3,328,000.
DSL:
During the year, Destination Sport Limited completed the acquisition of The Mike Burton Group Holdco Limited, Sportsworld Holdings International Limited and Tour Time Entities. Refer to Note 27 for details of acquisition.
Clarity Travel Limitied
During the year, Clarity Travel Limited completed the acquisition of Capita Travel & Events Holdings Limited and its subsidiary companies. Refer to Note 27 for details of acquisition.
The Company holds no intangible assets. The amortisation charged to the income statement and included in operating expenses.
|
|
Investments in subsidiary undertakings
|
|
Company
Summary of the company investments in subsidiaries
|
|
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|
Destination Sport Limited
|
|
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|
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|
|
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
Details of the Group subsidiaries at the end of the reporting period are as follows:
|
|
|
|
|
Place of incorporation and operation
|
Proportion of ownership interest and voting power held by the Group (%)
|
|
|
|
|
|
|
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|
|
1) Elegant Resorts Limited (*1)
|
Luxury holiday tour operator
|
|
|
|
|
2) Clarity Travel Limited (*2)
|
Business travel management services
|
|
|
|
|
3) Destination Sport Limited (*3)
|
|
|
|
|
1) Elegant Resorts Limited (*1)
Elegant Resorts Limited has following wholly owned subsidiaries:
- If Only Holidays Limited, which registered office is Oakwood House, West Bracklesham Drive, Bracklesham Bay, PO20 8PF, principal activity - Luxury holiday tour operator
- Elegant Resorts Transport Limited, which registered office is Elegant House, Sandpiper Way, Chester England, principal activity - Dormant
2) Clarity Travel Limited (*2)
Clarity Travel Limited has the following wholly owned subsidiaries:
- Portman Group Holdings Limited, UK, principal activity - Business travel management services
- Capita Travel & Events Holdings Limited, the registered office is 4th Floor, Broadhurst House, Oxford Street, Manchester, M1 6EU principal activity - Holding company
Clarity Travel Limited has the following 50% owned subsidiary:
- One Global Limited
Portman Group Holdings Ltd has following wholly owned subsidiaries:
- Portman Travel (Ireland) Limited, the registered office is 74 Northumberland Rd, Ballsbridge, Dublin, D04 XF75, Ireland, principal activity - Business travel management services
- Portman Travel BV, the registered office is 83F Polaris avenue, Hoofddorp The Netherlands, principal activity - Business travel management services
- Portman Travel Solutions Limited, the registered office is 4th Floor, Broadhurst House, Oxford Street, Manchester, M1 6EUs, principal activity - Dormant
Capita Travel & Events Holdings Limited has following wholly owned subsidiaries:
- Evolvi Rail Systems Limited, the registered office is 56 Oxford Street, Manchester, M1 6EU England, principal activity - Travel Service Business
- Agiito Limited, the registered office is 56 Oxford Street, Manchester, M1 6EU England, principal activity - Business Travel Management
Agiito Limited has following wholly owned subsidiaries:
- BSI Group Limited, the registered office is 56 Oxford Street, Manchester, M1 6EU England, principal activity - Dormant
- Booking Services International Limited, the registered office is 56 Oxford Street, Manchester, M1 6EU England, principal activity - Hotel Programme Management
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
.Subsidiaries (continued)
3) Destination Sport Limited (*3)
Destination Sport has the following wholly owned subsidiaries:
- Project Active Topco Limited, the registered office is 4th Floor, Broadhurst House, 56 Oxford Street, Manchester, M1 6EU, principal activity - Holding company
- The Mike Burton Group Holdco Limited, the registered office is 4th Floor, Broadhurst House, 56 Oxford Street, Manchester, M1 6EU, principal activity - Holding company
- International Sports Tours Limited, the registered office is Unit la, Borders 2 Industrial Park River Lane, Saltney, Chester, CH4 8RJ, principal activity - Sport travel management
- Marathon Tours LLC, the registered office is 100 Everett Ave., Suite 2, Chelsea, Massachusetts 02150 US, principal activity - Travel management,
- Destination Sport Group Pty, theregistered office is ACN 656 125 085, Suite 2, Level 1, 9-11 Grosvenor Street, Neutral Bay, NSW 2089 Australia, principal activity - Dormant
- Amazedm SAS (France), the registered office is 12 Place, Dauphine 75001, Paris, principal activity - Travel management
- Amazedm GmbH (Germany), the registered office is C/o Cormoran GmbH, Am Zirkus 2, 10117 Berlin, principal activity - Travel management
- Amazedm GmbH (Austria), the registered office is ReichRohrwig, Hainz Rechtanwalte GMBH, Gauermanngasse 2, 1010 Wien, principal activity - Travel management
- Amazedm BV (Netherlands),the registered office is 4th Floor, Broadhurst House, 56 Oxford Street, Manchester, M1 6EU, principal activity - Travel management
- Amazedm Limited (UK), the registered office is 4th Floor, Broadhurst House, 56 Oxford Street, Manchester, M1 6EU, principal activity - Travel management
- Amazedm GmbH (Switzerland), the registered office is C/O Bright Law AG, Bundesplatz 9, 6300 Zug, Zurich, principal activity - Travel management
- Amazedm ApS (Denmark), the registered office is Nord Lyngbyvej 20, 2100 Kobenhavn, principal activity - Travel management
- Amazedm (Spain) SL, the registered office is Calle Maldonado 4, Bajo D, 28006 Madrid , principal activity - Travel management
- Amazedm Srl (Italy), the registered office is Milano MD, Via Degli, Olivetani, 10/12 Cap 20123, principal activity - Travel management
Project Active Topco Limited has following subsidiaries:
- Sports World Group limited, which registered office is 56 Oxford Street, Manchester, M1 6EU England, principal activity - Sports Travel, ownership - 65% (2022: 0%)
- Sports World Holding International limited, which registered office is 85 Great Portland St, Marylebone, London, W1W 7LT, principal activity - Sports Travel, ownership - 65% (2022: 0%)
- Sports World Events Limited, which registered office is Unit A, Brook Park East, Shirebrook, NG20 8RY principal activity - Sports Travel, ownership - 65% (2022: 0%)
The Mike Burton Group Holdco Limited has following wholly owned subsidiaries:
- Mike Burton Travel Limited, which registered office is 56 Oxford Street, Manchester, M1 6EU England, principal activity - Tour operator
- Mike Burton Corporate Hospitality Limited, which registered office is 56 Oxford Street, Manchester, M1 6EU England, principal activity - Hospiatlity
- Mike Burton Group Limited, which registered office is 56 Oxford Street, Manchester, M1 6EU England, principal activity - Management services
International Sports Tours Limited has following wholly owned subsidiaries:
- Inspiresport LLC, which registered office is in USA, principal activity - Business travel management services
- Tour Time NZ Limited, which registered office is in New Zealand, principal activity - Business travel management services
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
.Subsidiaries (continued)
- Tour Time Pty Limited, which registered office is in Australia, principal activity - Business travel management services
- Tour Time USA LLC, which registered office is in USA, principal activity - Business travel management services
|
|
|
The following entities have been included in the consolidated financial statements using the equity method:
|
|
|
|
|
|
Proportion of ownership interest held as at (%)
|
|
|
|
|
|
|
|
|
|
1) Emprise Group Limited*
|
|
15 Blacka Moor Road, Sheffield, S17 3GH
|
|
|
|
2) Sweetspot Travel Limited*
|
|
4th Floor, Broadhurst
House, 56 Oxford Street,
Manchester, M1
6EU
|
|
|
|
3) One Global Travel Limited*
|
|
|
|
|
|
4) ) England Rugby Travel Limited*
|
|
Rugby House, Twickenham Stadium, 200 Whitton Road, Twickenham, Middlesex,
TW2 7BA
|
|
|
|
5) Lions Rugby Travel Limited*
|
|
First Floor, Simmons Court House, Simmons Court Road, Ballsbridge, Dublin 4,Ireland
|
|
|
|
*Indirectly held
Summarised financial information in respect of each of the Group’s material joint ventures is set out below. The summarised financial information below represents amounts in joint ventures financial statements prepared in accordance with IFRS Accounting Standards (adjusted by the Group for equity accounting purposes).
|
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
(i) Summarised financial information (material joint ventures)
England Rugby Travel Limited
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
Included in the above amounts are:
|
|
|
|
|
|
|
|
|
|
|
|
Group share of net assets
|
|
|
|
|
|
Group's investment as at year end
|
|
|
Period ended 31 December 2023
|
|
|
Profit from continuing operations
|
|
|
Total comprehensive income
|
|
|
|
|
|
Reconciliation of the above summarised financial information to the carrying amount of the interest in England Rugby Travel Limited recognised in the consolidated financial statements:
|
|
|
|
|
Proportion of the Group’s ownership interest in the joint venture
|
|
|
Other adjustments (share of profit / (loss))
|
|
|
Carrying amount of the Group’s interest in the joint venture
|
|
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Lions Rugby Travel Limited
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
Included in the above amounts are:
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group's investment at the year end
|
|
|
Period ended 31 December 2023
|
|
|
Total comprehensive income
|
|
|
|
|
|
Reconciliation of the above summarised financial information to the carrying amount of the interest in Lions Rugby Travel Limited recognised in the consolidated financial statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proportion of the Group’s ownership interest in the joint venture
|
|
|
Other adjustments (share of profit / (loss))
|
|
|
Carrying amount of the Group’s interest in the joint venture
|
|
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
A summary of the Group joint vetures recognised in the Consolidated statement of financial position is as follows:
|
|
|
|
|
|
|
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|
|
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|
|
One Global Travel Limited
|
|
|
|
England Rugby Travel Limited
|
|
|
|
Lions Rugby Travel Limited
|
|
|
|
|
|
|
|
All of the above joint ventures are accounted for using the equity method in these consolidated financial statements as set out in the Group’s accounting policies.
|
|
Trade and other receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: provision for impairment of trade receivables
|
|
|
|
|
|
|
|
Receivables from related parties
|
|
|
|
Receivables from joint ventures
|
|
|
|
Total financial assets other than cash and cash equivalents classified as loans and receivables
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
Total current trade and other receivables
|
|
|
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
17.Trade and other receivables (continued)
|
Other receivables include sundry debtors (airplus, VISA, Amex, Diners and events receivables) of
£1,360k (2022: £1,360k) and override debtors of £546k (2022: £1,393k).
Trade receivables
No interest is charged on the receivables. The credit risk in respect of direct receivables from customers is limited as payment is required in full before the services are provided. In the case of travel services sold by third party agents, the credit risk depends on the credit worthiness of those third parties, but this risk is also limited because of the relatively short period of credit.
The Group’s credit risk is primarily attributable to these receivables. The amounts presented in the balance sheet include allowances for expected credit loss. This allowance has been determined by reference to past default experience over 12 months under simplified approach. In addition to this, an allowance for impairment is made where there is an identified loss event which is evidence of a reduction in the recoverability of the cash flows. The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers. Contract assets and deposits include amounts paid in advance to suppliers of hotel and other services in order to guarantee the provision of those supplies and historically have covered periods from 1 to 24 months in advance. The Group’s current policy is that deposits will normally only be made for periods of up to twelve months in advance. There is a credit risk in respect of the continued operation of those suppliers during those periods. The Group has considered expected credit losses on other receivables, contract assets and deposits and no expected credit loss provision has resulted from that assessment.
Expected credit losses
• Trade and other receivables
Trade receivables are carried at original invoice amount and subsequently reduced by appropriate allowances for estimated expected credit losses, which are charged to the income statement. The Group always measures the loss allowance for trade receivables at am amount equal to lifetime ECL. The expected credit losses on trade receivables are estimated using a provision by reference to past default experience of debtor and analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, generic economic conditions of the industry in which debtors operate and an assessment of both the current as well as forecast direction of conditions at the reporting date.
The company has increased its monitoring of debt recovery as there is an increased probability of customers delaying payment of being unable to pay, due to the inflation in post COVID-19 pandemic. As a result, the calculation of expected credit losses has been revised at 31 December 2023 and rates have increased by 1.5% for any receivables that are overdue by 6 months.
• Contract assets and deposits
The Company recognises loss allowances for expected credit losses on financial assets and deposits measured at amortised cost and contract assets (as defined in IFRS 15).
The Company measures loss allowances at an amount equal to lifetime expected credit losses, except for other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the assets and deposits) has not increased significantly since initial recognition which are measured as 12 month expected credit losses.
• Amounts due from group
The company reviews the financial statements for each company for net assets or net liabilities position. If any entity is at net liability position than the balance due from that company gets impaired.
The directors consider that the carrying amount of trade and other receivables approximates their fair value.
|
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
Total non-current trade and other receivables
|
|
|
|
|
|
|
|
Receivables from related parties
|
|
|
|
|
|
|
|
Total current trade and other receivables
|
|
|
|
Intercompany loans relate to loans provided by The Portman Travel Group Limited of £57.7m to Clarity Travel Limited, £4.2m to Elegant Resort Limited and £15m to Destination Sport Limited of which £5m is due in more than one year and £10m in Less tahn one year. The loans are unsecured, and interest is payable at 2% on the outstanding balance.
|
|
Assets under construction
|
|
|
|
The carrying amount of assets recognised from costs to fulfil contracts is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
|
|
Payables to related parties
|
|
|
|
Total non-current trade and other payables
|
|
|
|
|
|
|
|
|
|
|
|
Payables to related parties
|
|
|
|
Payables to participating interests
|
|
|
|
|
|
|
|
|
|
|
|
Other payables - tax and social security payments
|
|
|
|
|
|
|
|
Total current trade and other payables
|
|
|
|
The directors consider that the carrying amount of trade payables approximates to their fair value. The average credit period taken for trade payables is 60 days.
Inter-group payables are unsecured, repayable on demand and are interest free unless otherwise stated. Other payables include amounts advanced under an invoice discounting facility of £17,527k (2022: £13,152k) secured against trade receivables.
Intercompany loans relate to loans provided by Seera Holding Group of £115.7m to The Portman Travel Group Limited and £2.3m to Clarity Travel Limited, with £23.5m showing as short term liability. The loans are unsecured and interest is payable at 3.5% on the outstanding balance with one loan being at an interest rate of 1.5% plus base rate. Subsequent to the year end, the loan has been extended with a final repayment date of December 2025.
|
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Payables to related parties
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Total non-current trade and other payables
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Payables to related parties
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Total current trade and other payables
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Total loans and borrowings
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The carrying value of loans and borrowings classified as financial liabilities measured at amortised cost approximates fair value.
Bank loans includes a Bounce Back Loan (BBL) and a DWB loan. The BBL is unsecured, interest is payable at 2.5% on the outstanding balance and is repayable within five years. The DWB loan has interest payable at 2% each year on the outstanding balance and is repayable within five years
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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All non-derivative financial assets are classed as financial assets at amortised cost and all non-derivative financial liabilities are classed as financial liabilities at amortised cost.
The carrying amounts and fair values of the Group’s financial instruments are set out below:
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Trade and other receivables
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Cash and cash equivalents
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Financial assets at amortised cost
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Derivative financial instrument at fair value through profit and loss
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Total financial liabilities
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Group enters into a variety of foreign currency forward contracts in the management of its exchange rate exposures. Notional internal contracts are entered into with RBS. These internal contracts do not qualify as cash flow hedges and hence any gain/loss on the fair value of these contracts is immediately expensed to the statement of comprehensive income.
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:
• Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities
• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly; and
• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Financial assets at FVTPL at 31 December 2022
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Forward foreign exchange contracts - fair value through profit and loss
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Financial liabilities at FVTPL at 31 December 2023
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Forward foreign exchange contracts - fair value through profit and loss
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The Group is subject to risks related to changes in interest rates, exchange rates, credit and liquidity within the framework of its business operations.
The market risks that the Group is subject to have been identified as interest rate risk and exchange rate risk. The impact of reasonably possible changes in these risk variables on the Group, based on the period end holdings of financial instruments has been calculated and is set out below. It has been assumed that all other variables remain constant.
Interest rate risk
The Group is subject to risks arising from interest rate movements in connection with its cash investments. Risks are managed through group monitoring processes.
Currency risk
The Group is exposed in its trading operations to the risk of changes in currency exchange rates: where appropriate forward contracts are used to hedge this exposure.
Credit risk
The Group’s principal financial assets are bank balances, cash and trade and inter-Group debtors which represent the Group’s maximum exposure to credit risk in relation to financial assets. Risk is managed through internal monitoring processes.
Liquidity risk
The Group uses its annual budget and planning process to predict and manage expected future liquidity. The liquidity forecast is reviewed and updated on a regular basis. All financial liabilities fall due in less than 12 months and hence there is no difference between their undiscounted future cash flow amount and their carrying value or fair value that they have been presented at within these financial statements.
Counterparty credit risk
The Group is exposed to credit risk in relation to deposits, derivatives with a positive fair value and trade and other receivables. The maximum exposure in respect of each of these items at the balance sheet date is their carrying value.
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Retirement benefit liabilities/assets
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The Group maintains pension plans for all eligible employees.
The Group operates defined contribution pension plans for certain employees. The assets of the plans are held separately from those of the Group in independently administered funds. The pension cost charge represents contributions payable by the Group to the funds and amounted to £453k (2022: £412k).
There are no employees in the parent company of this group.
The defined benefit pension scheme (“the Plan”) was acquired by Clarity Travel Limited in April 2019 from Portman Travel Limited, a fellow subsidiary. The Plan funds are administered by trustees and are independent of Group finances. The plan was closed to new entrants in January 2002.
The key characteristics of the Plan is to hold:
• 15% in UK equities
• 40% in overseas equities
• 10% in index linked gilts
• 35% in Corporate bonds
The Trustees of the Plan manage investment risks, including credit and market risk, within agreed risk limits which are set taking into account the Plan’s strategic investment objectives.
The plan is subject to independent valuations at least every three years, on the basis of which the qualified actuary certifies the rates of the employer’s contributions which, together with the specified contributions payable by the employees and proceeds from the plan’s assets, are expected to fund the benefits payable under the plan.
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Net pension scheme asset/(liability)
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Net pension scheme asset/(liability) is categorised as non-current.
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Net pension scheme asset/(liability)
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Present value of defined benefit obligations
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Fair value of plan assets
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Estimates and assumptions
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
22.Retirement benefit liabilities/assets (continued)
The latest finalised valuation of the plan was carried out at 31 December 2023.
The benefit obligations at the reporting date have been based on a projection of the results of the latest valuation, carried out by a qualified independent actuary. This projection involves rolling forward the results at the earlier date allowing for interest on the liabilities, the accrual of further benefits by active members, the actual benefits paid out and an estimate of the effect of any changes in the actuarial assumptions. All other experience during the projection, apart from investment returns, contributions, benefit payments, administrative expenses and insurance premiums, was assumed to be in line with the assumptions.
Principal acturial assumptions
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Rate of price inflation (CPI)
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Future pensions increases (RPI max 5%)
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Future pension increases (CPI max 3%)
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Pensioners at UK retirement age rates
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The calculation of the defined benefit obligation is sensitive to the assumptions set out above. The following table summarises what the defined benefit obligation at the end of the reporting period would have increased/decreased to as a result of the quoted change in the respective assumptions.
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Discount rate - +25 basis points
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Future inflation - +25 basis points
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Post-retirement mortality assumption - +1 year age rating
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Movement in present value of defined benefit obligation
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Opening defined benefit obligation at 1 January
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Contributions by scheme participants
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Movement in fair value of plan assets
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Opening assets at 1 January
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Return on plan assets, excluding amounts included in interest income/(expense)
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Contributions by scheme participants
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Administrative expense paid
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
The fair value of the plan assets and the return on those assets
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Low Risk Multi-Asset Credit
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Other (cash and cash equivalents)
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Actuarial return on plan assets for the period is a profit of £767 (2022: a loss of £7,569)
Funding
The Group expects to pay £453k in contributions to its defined benefit plan in 2025 i.e. the next annual reporting period. The weighted average duration of the defined benefit obligation at the end of the reporting period is 13 years.
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Expense recognised in the profit and loss account
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Interest on defined benefit liability
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Interest on defined benefit assets
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Scheme administration expenses
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Total expense/(income) recognised in profit and loss
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|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Expense recognised in OCI
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Actuarial loss/(gain) on demographic assumptions
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Actuarial loss/(gain) on financial assumptions
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Actuarial loss/(gain) on experience adjustment
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Return on plan assets in excess of interest income
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Remeasurement of net defined benefit asset/liability
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Dilapida-
tions provision
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Charged to profit or loss
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Increase through business combinations
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Due within one year or less
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Dilapidation provision
The dilapidation provision has been provided for legacy properties where the leases are expected to expire over the next five years and for which the Group is liable.
Deferred consideration provision
Provision for deferred consideration is represented by the deferred purchase consideration for the investment acquisition, payable during the test period (12-month period immediately following completion of the agreement). It includes £1,815k payable on acquisition of Marathon Tours LLC by Destination Sport Limited, a subsidiary company and £8,877k payable on acquisition of Capita Travel & Events Holdings Limited and its subsidiaries by Clarity Travel limited, a subsidiary.
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Ordinary Shares shares of £1.00 each
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Ordinary Shares shares of £1.00 each
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At 1 January and 31 December
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The Group has one class of ordinary shares, which carry no right to fixed income.
Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
The Group follows the objectives of the ultimate parent undertaking which is to strengthen the balance sheet of the Group through substantially reducing its net debt over the next two to three years.
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Profit and loss account
Retained earnings comprise all current and prior year retained profits and losses after deducting any distributions made to the Group and company’s shareholders.
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Non-controlling interests
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Share of profit for the year
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Non-controlling interests arising on acquisition
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Non-Controlling interests relates to the 35% shareholding in Sportsworld Holdings International Limited and its subsidiaries.
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Analysis of amounts recognised in other comprehensive income
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Retirement benefit interest
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Retirement benefit interest
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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The table below represents the minimum lease payments in relation to non-cancellable leases where the group is a lessee.
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Lease liabilities are due as follows:
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Contractual undiscounted cash flows due
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Between one year and five years
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Lease liabilities included in the Consolidated Statement of Financial Position at 31 December
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The group does not face a significant liquidity risk with regards to its lease liabilities. Lease liabilities are monitored within the group's treasury function.
There are no extension or termination options to any of the leases, no residual value guarantees involved. There are no leases that committed but not yet commenced and no restrictions or covenants imposed by leases.
The group has not benefited from any waiver of lease payments on land and building.
There are no new lease contracts in the year.
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The following amounts in respect of leases have been recognised in profit or loss:
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Interest expense on lease liabilities
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Depreciation of right of use assets
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|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Amounts recognised in statement of cashflows
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The group leases several assets including building, vehicles and equipment. The lease terms range between 2 years and 15 years. There are no new leases contact in the year.
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Ultimate controlling party
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Seera Holding Group, incorporated and registered in Saudi Arabia, is regarded by the directors as the Group’s ultimate parent undertaking and ultimate controlling party.
The smallest group in which the results of the Group are consolidated is that of The Portman Travel Group Limited. The largest group in which the results of the Group are consolidated is that of which Seera Holding Group the consolidated financial statement of Seera Holding Group may be obtained from P.O. Box 52660, Riyadh 11573, Kingdom of Saudi Arabia.
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Business combinations during the year
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30.1 Subsidiaries acquired
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Proportion of voting equity interests acquired
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Consideration transferred
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The Mike Burton Group
Holdco Limited
|
Sports ticketing and travelservice provider
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Tour Time N.Z. Limited; Tour
Time Australia Pty Ltd; Tour
Time USA LLC
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Sportsworld Holdings
International Limited
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Capita Travel & Events Holdings Limited and its subsidiary companies
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Corporate business travel
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30.2 Consideration transferred
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The Mike Burton Group Holdco Limited
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Sportsworld Holdings International Limited
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Capita Travel & Events Holdings Limited and its subsidiary companies
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Contingent consideration arrangement
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30.3 Assets acquired and liabilities recognised at the date of acquisition
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The Mike Burton Group Holdco Limited
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Tour Time N.Z. Limited; Tour Time Australia Pty Ltd; Tour Time USA LLC
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Sportsworld Holdings International Limited
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Capita Travel & Events Holdings Limited and its subsidiary companies
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Property, plant and equipment
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|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
30.Business combinations during the year (continued)
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30.3 Assets acquired and liabilities recognised at the date of acquisition (continued)
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Investments in associates
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Cash and cash equivalents
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Trade and other receivables
|
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Trade and other liabilities
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Trade and other liabilities
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Total identifiable net assets
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30.4 Goodwill arising on acquisition
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The Mike Burton Group
Holdco Limited
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Tour Time N.Z. Limited; Tour
Time Australia Pty Ltd; Tour
Time USA LLC
|
Sportsworld Holdings
International Limited
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Consideration transferred
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Non-controlling interests
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Fair value of identifiable net assets acquired
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Goodwill arising on acquisition
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30.5 Net cash outflow on acquisition
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Consideration paid in cash
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Less: cash and cash equivalent balances acquired
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THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
30.Business combinations during the year (continued)
|
30.6 Impact of acquisition on the results of the Group
|
- The Mike Burton Group Holdco Limited and its subsidiary companies contributed £21.8m of net revenue and £2.1m profit after tax to the Group's consolidated income statement.
- Sportsworld Holdings International Limited and its subsidiary companies contributed £532k of net revenue and £57k loss after tax to the Group's consolidated income statement.
- Tour Time Group contributed £131k of net revenue and £91k loss after tax to the Group's consolidated income statement.
- Capita Travel & Events Holding Limited and its subsidiary companies contributed £4,246k of net revenue and £1,794k profit after tax to the Group's consolidated income statement.
|
Business combinations completed in prior periods
|
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Destination Sport Limited, a subsidiary company, acquired 100% share capital and voting rights of Marathon Tours Inc, company specialises in the sports travel industry arranging travel services, during the year for a consideration of £6.5m. The consideration value is determined by the customer database and the outcome crystallised post year end. This acquisition qualifies as a business as defined in IFRS 3 Business Combination. The acquisition is considered to be substantial strategic and financial benefit to the Group.
Details of the net assets acquired, goodwill and purchase consideration are as follows:
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Property, plant and equipment
|
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Cash and cash equivalents
|
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Trade and other receivables
|
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Trade and other liabilities
|
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The fair value of all assets and liabilities acquired were considered to be equal to their carrying value.
In 2023 Marathon Tours Inc. contributed £3.9m (2022: £1.46m) of net revenue and £1.6m (2022: £885k) profit after tax to the Group’s consolidated income statement.
|
|
THE PORTMAN TRAVEL GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The Group does not have any contingent liabilities (2022: nil).
There is a guarantee for currency hedging transactions and credit card spend to the value of £960k (2022: £960k). A subordinated loan of £5.622m is held with the Civil Aviation Authority.
|
Events after the reporting date
|
The directors have concluded that no material events have occurred since the date of approval of these financial statements that would affect the financial statements of the Group.
|