Company registration number 10297911 (England and Wales)
JGH TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
JGH TOPCO LIMITED
COMPANY INFORMATION
Directors
Mr L M Arteaga
Mr H E W Robinson
Mr A Dashko
Miss J L Bedlow
(Appointed 24 May 2024)
Company number
10297911
Registered office
1st Floor
111 High Street
Cheltenham
Gloucestershire
United Kingdom
GL50 1DW
Auditor
Azets Audit Services
Epsilon House
The Square
Gloucester Business Park
Gloucester
United Kingdom
GL3 4AD
JGH TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Group statement of income and retained earnings
9
Group balance sheet
10
Company balance sheet
11
Group statement of cash flows
12
Company statement of cash flows
Notes to the financial statements
13 - 30
JGH TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Fair review of the business

The Company is the ultimate parent company to the JG Travel Group Limited group of companies ("The Group"), which operates a number of travel brands, including Just Go! Holidays, National Holidays, Omega Breaks and Albion Journeys.

 

The Group is backed by Kings Park Capital (KPC), a private equity firm specialising in investments in the leisure sector. KPC’s financial and strategic backing previously enabled the Group to acquire the Omega Holidays Group in September 2017 and the rights to the National Holidays brand and database in 2020.

 

The Group continued on its upward trajectory during the year and generated record income of £39.3m (against £38.7m in 2022). The higher revenue translated to an improved gross profit of £10.4m (against £8.0m in 2022) and higher gross margins that reached 26.4% vs 20.9% in 2022.

 

Consumer demand for our products is normalising with many consumers now willing to travel further afield.

 

The Group continues to offer a diverse portfolio of tours across the UK and Europe with long haul destinations being introduced for the first time in 2024.

 

The Board believes that demand for the Group’s products will remain high and will lead to even higher revenues in 2024, underpinned by the strength of the Group’s brands and the desire of our customers to enjoy travelling again post-pandemic.

JGH TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Principal risks and uncertainties

Market Risk

The market risks to the business revolve around demand for the products offered with customers facing ongoing pressures from the ‘cost of living’ crisis, however the business remains confident in its model having re-focused on the core target market being the retired demographic with relatively fixed incomes. Despite the pressure on discretionary spend for travel there has been high consumer demand for coach tours in the UK and Europe.

 

The business has a number of areas of strategic focus next year, including a renewed focus on the retired market with accompanying brand and product development; a drive on higher priced holidays over discounted budget tours; investment in process improvement to ensure hassle-free experiences; and a further drive on data analysis and digitalisation of the business.

 

The Group aims to maintain this position by remaining as competitive as possible, developing new and exciting products, focusing on offering good value for money, and ensuring it understands and pre-empts the changing demands of its customers.

 

The Group’s business model is generally low risk, with its asset-light nature of operations and carefully managed levels of commitments.

 

Terrorism

Terrorism does pose a threat to the demand for travel. Whilst the business is not immune to the threat of terrorism the risk is mitigated to some extent by the range of destinations offered. The business does not currently anticipate that this threat will be any different to that of 2023.

 

Financial Risk Management

The Group's financial instruments comprise cash at bank, intercompany loans and various items such as trade debtors and trade creditors that arise directly from operations. The main purpose of these financial instruments is to raise adequate finance for the groups operations.

The exchange rate between the Euro and Sterling would normally create a financial risk to the business, but it constantly monitors this to ensure risk is mitigated. It is the Group's intention to further mitigate this risk by hedging a % of its forward creditor liabilities on an ongoing basis.

 

Liquidity

The Group’s operations are seasonal in nature, but follow established annual patterns. Cash management is management’s key area of focus, and cash forecasts are prepared on a regular basis to monitor and address any potential liquidity issues before they arise. The introduction of longhaul products will help improve the profile of cash receipts over the winter period.

 

Health and Safety

Management has robust health and safety monitoring systems and standards in place, and the Board is appraised of any H&S issues and receives regular comprehensive reports.

JGH TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

The volume of passengers traveling has increased with the addition of the National Holidays brand and all Health and Safety polices have been reviewed in light of this and adapted where needed.

 

Business Continuity

The Group maintains a business continuity plan to ensure the business functions in the event of disruption. The Group undertakes regular risk assessment, uses a varied pool of suppliers and maintains a comprehensive disaster recovery plan.

 

Technology and Cyber Security

The Group heavily relies on the functioning of its technology infrastructure and websites to help operate its business and manage customer data. Appropriate arrangements have been made to ensure adequate response in the event of failure in any part of the Group’s systems and network, underpinned by continuing technology investment.

 

Employees

Our staff are an integral part of the continuing success of our business. The recruitment environment within the travel sector remains highly competitive, and the Group strives to be an employer of choice given its high standards of business conduct, commitment to employee’s health & wellbeing and attractive remuneration packages reflecting the market environment in which we operate.

 

Future Developments

We continue to develop the Just Go! Holidays, Omega Breaks and Albion Journeys brands, and to integrate the National Holidays brand through the development of products which can be dual operated leading to improved profitability.

 

This growth will enable us to cement our position as the tour operator of reference in the domestic and short-haul group holidays market. The Directors expect that the Group’s brands’ positioning and product offering will allow it to meet the increased demand for UK-based holidays, both driven by domestic and inbound customers, as well as short-haul breaks on the Continent.

Key performance indicators

The directors realise the benefit of KPIs as a business development tool, but given the straightforward operation of its business limit these to gross profit, as disclosed in the profit and loss statement.  This increased from £8,083,509 for the year ended 31 December 2022 to £10,358,616 for the year ended 31 December 2023 which is a 28.1% increase over the 12 month period.

On behalf of the board

Mr L M Arteaga
Director
30 August 2024
JGH TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

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

Principal activities

The principal activity of the company continued to be that of a holding company. The principal activity of the Group continued to be that of a group tour operator.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr L M Arteaga
Mr H E W Robinson
Mr A Dashko
Mr E Moore
(Resigned 24 May 2024)
Mr Christopher Simmonds
(Resigned 28 June 2024)
Miss J L Bedlow
(Appointed 24 May 2024)
Results and dividends

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

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

Disclosure in the Strategic Report

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

JGH TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
Statement of disclosure to auditor

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

On behalf of the board
Mr L M Arteaga
Director
30 August 2024
JGH TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF JGH TOPCO LIMITED
- 6 -
Opinion

We have audited the financial statements of JGH Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of income and retained earnings, the group balance sheet, the company balance sheet, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

JGH TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF JGH TOPCO LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

JGH TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF JGH TOPCO LIMITED
- 8 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Robert Hull (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
2 September 2024
Chartered Accountants
Statutory Auditor
Epsilon House
The Square
Gloucester Business Park
Gloucester
United Kingdom
GL3 4AD
JGH TOPCO LIMITED
GROUP STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
Notes
£
£
Turnover
3
39,282,298
38,716,766
Cost of sales
(28,923,682)
(30,633,257)
Gross profit
10,358,616
8,083,509
Administrative expenses
(10,704,032)
(12,392,500)
Operating loss
4
(345,416)
(4,308,991)
Interest receivable and similar income
8
14,905
2,353
Interest payable and similar expenses
7
(543,162)
(366,155)
Loss before taxation
(873,673)
(4,672,793)
Tax on loss
9
-
0
-
0
Loss for the financial year
22
(873,673)
(4,672,793)
Retained earnings brought forward
(13,086,239)
(8,413,446)
Retained earnings carried forward
(13,959,912)
(13,086,239)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
JGH TOPCO LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
10
6,725,215
7,249,033
Other intangible assets
10
102,029
141,758
Total intangible assets
6,827,244
7,390,791
Tangible assets
11
293,477
423,081
7,120,721
7,813,872
Current assets
Stocks
14
198,570
705,731
Debtors
15
717,956
1,467,036
Cash at bank and in hand
830,588
601,634
1,747,114
2,774,401
Creditors: amounts falling due within one year
16
(14,845,365)
(15,403,892)
Net current liabilities
(13,098,251)
(12,629,491)
Total assets less current liabilities
(5,977,530)
(4,815,619)
Creditors: amounts falling due after more than one year
17
(7,880,995)
(8,169,233)
Net liabilities
(13,858,525)
(12,984,852)
Capital and reserves
Called up share capital
20
1,014
1,014
Share premium account
21
100,373
100,373
Profit and loss reserves
22
(13,959,912)
(13,086,239)
Total equity
(13,858,525)
(12,984,852)
The financial statements were approved by the board of directors and authorised for issue on 30 August 2024 and are signed on its behalf by:
30 August 2024
Mr L M Arteaga
Director
Company registration number 10297911 (England and Wales)
JGH TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
12
47,500
47,500
Current assets
Debtors
15
1,570,804
1,568,178
Net current assets
1,570,804
1,568,178
Total assets less current liabilities
1,618,304
1,615,678
Creditors: amounts falling due after more than one year
17
(1,668,904)
(1,518,904)
Net (liabilities)/assets
(50,600)
96,774
Capital and reserves
Called up share capital
20
1,014
1,014
Share premium account
21
100,373
100,373
Profit and loss reserves
22
(151,987)
(4,613)
Total equity
(50,600)
96,774

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £147,374 (2022 - £16,385 loss).

The financial statements were approved by the board of directors and authorised for issue on 30 August 2024 and are signed on its behalf by:
30 August 2024
Mr L M Arteaga
Director
Company registration number 10297911 (England and Wales)
JGH TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
25
1,383,085
(1,210,785)
Interest paid
(543,162)
(158,844)
Income taxes refunded
-
0
188,373
Net cash inflow/(outflow) from operating activities
839,923
(1,181,256)
Investing activities
Purchase of intangible assets
(31,883)
(100,691)
Purchase of tangible fixed assets
-
(138,029)
Proceeds from disposal of tangible fixed assets
3,393
2,159
Interest received
14,905
2,353
Net cash used in investing activities
(13,585)
(234,208)
Financing activities
Issue of preference shares
-
1,500,000
Repayment of bank loans
(597,384)
(487,524)
Net cash (used in)/generated from financing activities
(597,384)
1,012,476
Net increase/(decrease) in cash and cash equivalents
228,954
(402,988)
Cash and cash equivalents at beginning of year
601,634
1,004,622
Cash and cash equivalents at end of year
830,588
601,634
JGH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
1
Accounting policies
Company information

JGH Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1st Floor, 111 High Street, Cheltenham, Gloucestershire, United Kingdom, GL50 1DW.

 

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

1.1
Accounting convention

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

 

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

1.2
Basis of consolidation

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

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

The consolidated group financial statements consist of the financial statements of the parent company JGH Topco Limited together with all entities controlled by the parent company (its subsidiaries). As referred to in the subsidiaries note, the group has taken advantage of the exemption under Companies Act 2006 Section 405 to exclude subsidiaries that are immaterial.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

JGH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.3
Going concern

The Group received additional funding from investors during the year.  The Company and its fellow Group Undertakings, together with certain related parties, have also confirmed their intention to continue to provide operational and financial support.

 

The Group has also prepared financial forecasts for a period beyond 12 months from the date of approval of the financial statements.  Based on these, and the Year-to-date results for 2023, the Directors have assessed the Group’s ability to continue to adopt the Going Concern basis of accounting and have determined that there are no material uncertainties that would make this inappropriate.

 

Having considered budgets, cash flow forecasts, latest management information available and, on the basis of the continued support noted above and continued support provided by current financiers, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.  Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

1.4
Turnover

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

 

Package holidays

Turnover includes revenue earned from the sales of package holidays including transport, accommodation and insurance and is recognised upon commencement of the relevant tour and flight departure date. Monies received by the balance sheet date relating to holidays commencing and flights departing after the period end are included within current liabilities as Payments received on account.

 

Management services

Turnover includes fees charged to related entities for management services to group entities.

Other services

Revenue relating to other services provided are recognised as earned.

1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

JGH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
5 to 10 years
Patents & licences
10 years
Development costs
5 years
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
over the term of the lease
Fixtures and fittings
12.5% to 25% on cost or 10% to 25% on reducing balance
Computers
25% - 33% on cost or 10% - 25% on reducing balance.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Fixed asset investments

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

 

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

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

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

JGH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.10
Stocks

Stocks comprise of tickets held for future tour events.

 

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

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

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

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

 

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

 

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

JGH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
Derecognition of financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

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

 

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

 

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

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.13
Equity instruments

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

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

JGH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that 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 reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

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

JGH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.19
Foreign exchange

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

1.20

Payments received on account

Payments received on account in creditors represents deposits and full payments received from customers prior to the commencement date of the tour.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

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

Useful lives of intangible and tangible assets

The annual amortisation and depreciation charge for intangible and tangible assets is sensitive to changes in the estimated useful lives and residual values of the assets. The useful lives and residual values are re-assessed at each reporting date. They are amended when necessary to reflect current estimates, based on future investments, economic utilisation and the physical condition of the assets.

Recoverability of amounts owed by group undertakings

The company determines whether amounts receivable from group undertakings require impairment or whether a provision against the amounts is required. Determining whether the amounts receivable are impaired is based on the ability of the group entities to generate sufficient cash in the future to enable repayment of the debt. Where expected cash generated is lower than the amounts due to the company, an impairment loss may arise, or a provision may be required to reflect the risk that the full amount is not recovered. After reviewing the business environment and the company's expected future cash flows, management concluded that there was no impairment of amounts due from group undertakings at the current year end.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Package holidays
38,658,723
38,716,766
Management services
623,575
-
39,282,298
38,716,766
JGH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
4
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses/(gains)
162
(1,064)
Depreciation of owned tangible fixed assets
126,211
129,685
(Profit)/loss on disposal of tangible fixed assets
-
626
Amortisation of intangible assets
595,430
613,826
Operating lease charges
248,439
285,385
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
-
-
Audit of the financial statements of the company's subsidiaries
76,625
68,353
6
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Sales & Marketing
24
32
-
-
Product & Operations
25
30
-
-
Finance & Admin
41
52
-
-
Management
8
9
4
2
Total
98
123
4
2

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
3,376,168
3,618,021
-
0
-
0
Social security costs
327,375
362,689
-
-
Pension costs
61,398
59,648
-
0
-
0
3,764,941
4,040,358
-
0
-
0
JGH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Employees
(Continued)
- 21 -

The company has no employees other than the directors, who receive their remuneration from fellow group companies.

 

Total key management personnel and close family compensation for the period was £202,850 (2022: £752,492).

7
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
158,210
139,186
Dividends on redeemable preference shares not classified as equity
150,000
18,904
Other interest on financial liabilities
216,122
207,311
524,332
365,401
Other finance costs:
Other interest
18,830
754
Total finance costs
543,162
366,155
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
14,905
2,353
9
Taxation

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

2023
2022
£
£
Loss before taxation
(873,673)
(4,672,793)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
(205,313)
(887,831)
Tax effect of expenses that are not deductible in determining taxable profit
40,905
9,344
Change in unrecognised deferred tax assets
43,646
1,097,841
Amortisation on assets not qualifying for tax allowances
121,379
99,525
Other items, including effect of change in rate
(617)
(318,879)
Taxation charge
-
-
JGH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Taxation
(Continued)
- 22 -

Factors that may affect future tax charges

The group has tax losses available to use against future trading profits. The group does not anticipate these losses to be fully utilised in the immediate future, and as such has recognised £Nil (2022: £Nil) of the deferred tax asset.

 

The value of the unrecognised deferred tax asset is in the region of £2,544,456 (2022: £2,675,000). This has been calculated using a rate of 25%, in line with the main rate of UK Corporation Tax of 25% effective from 1 April 2023.

JGH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
10
Intangible fixed assets
Group
Goodwill
Software
Patents & licences
Development costs
Total
£
£
£
£
£
Cost
At 1 January 2023
10,476,368
431,891
1,049
108,814
11,018,122
Additions
-
0
31,883
-
0
-
0
31,883
At 31 December 2023
10,476,368
463,774
1,049
108,814
11,050,005
Amortisation and impairment
At 1 January 2023
3,227,335
291,182
-
0
108,814
3,627,331
Amortisation charged for the year
523,818
71,612
-
0
-
0
595,430
At 31 December 2023
3,751,153
362,794
-
0
108,814
4,222,761
Carrying amount
At 31 December 2023
6,725,215
100,980
1,049
-
0
6,827,244
At 31 December 2022
7,249,033
140,709
1,049
-
0
7,390,791
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
11
Tangible fixed assets
Group
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2023
151,659
400,587
565,908
1,118,154
Disposals
(4,614)
-
0
(14,931)
(19,545)
At 31 December 2023
147,045
400,587
550,977
1,098,609
Depreciation and impairment
At 1 January 2023
19,718
266,631
408,724
695,073
Depreciation charged in the year
15,166
58,883
52,162
126,211
Eliminated in respect of disposals
(1,221)
-
0
(14,931)
(16,152)
At 31 December 2023
33,663
325,514
445,955
805,132
Carrying amount
At 31 December 2023
113,382
75,073
105,022
293,477
At 31 December 2022
131,941
133,956
157,184
423,081
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
JGH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
12
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
47,500
47,500
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
47,500
Carrying amount
At 31 December 2023
47,500
At 31 December 2022
47,500
13
Subsidiaries

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

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Cruise Connections Limited
2
Ordinary
-
100.00
Cruise Offers Limited
2
Ordinary
-
100.00
JG Travel Group Limited
2
Ordinary
-
100.00
JGH Group Limited
2
Ordinary
-
100.00
JGH Midco Limited
2
Ordinary
100.00
-
Just Go Holidays Limited
2
Ordinary
-
100.00
Just Go Transport Limited
2
Ordinary
-
100.00
LMA2 Limited
2
Ordinary
-
100.00
Omega Air Holidays Limited
2
Ordinary
-
100.00
Omega Coach Company Limited
2
Ordinary
-
100.00
Omega Digital Limited
2
Ordinary
-
100.00
Omega Holidays Group Limited
2
Ordinary
-
100.00
Omega Holidays Limited
2
Ordinary
-
100.00
JGH Travel Group Inc
1
Ordinary
-
100.00
Albion Journeys LLC
1
Ordinary
-
100.00
Just Go Vacations LLC
1
Ordinary
-
100.00
The Coach Holiday Warehouse Limited
2
Ordinary
-
100.00

Registered office addresses (all UK unless otherwise indicated):

1
27 North Chestnut Street, New Paltz, NY 12561, USA
2
1st Floor, 111 High Street, Cheltenham, Gloucestershire, GL50 1DW
JGH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
13
Subsidiaries
(Continued)
- 25 -

The group has taken advantage of the exemption under Companies Act 2006 Section 405 to exclude Cruise Offers Limited, LMA2 Limited, Omega Digital Limited and The Coach Holiday Warehouse Limited from the consolidation on the basis that the entity is immaterial.

14
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Stocks
198,570
705,731
-
0
-
0
15
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,225
24,249
-
0
-
0
Amounts owed by group undertakings
-
-
1,501,800
1,501,800
Other debtors
113,428
534,650
4,587
4,587
Prepayments and accrued income
603,303
908,137
-
0
-
0
717,956
1,467,036
1,506,387
1,506,387
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
64,417
61,791
Total debtors
717,956
1,467,036
1,570,804
1,568,178

Company

Amounts owed by group undertakings due > 1 year represents intercompany loan notes that are unsecured and accrue interest at a rate of 4.25%. Restrictions placed on group undertakings by the bank stipulate that intercompany loan notes may not be repaid prior to bank loan facilities without their written consent. The final repayment date for the bank loans is September 2026.

JGH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
16
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
18
654,360
597,384
-
0
-
0
Payments received on account
7,015,028
6,017,929
-
0
-
0
Trade creditors
4,376,000
6,239,804
-
0
-
0
Other taxation and social security
300,616
478,488
-
-
Other creditors
1,903,020
1,187,565
-
0
-
0
Accruals and deferred income
596,341
882,722
-
0
-
0
14,845,365
15,403,892
-
0
-
0
17
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
18
910,756
1,565,116
-
0
-
0
Other borrowings
18
6,801,335
6,585,213
1,500,000
1,500,000
Preference dividends payable
168,904
18,904
168,904
18,904
7,880,995
8,169,233
1,668,904
1,518,904
18
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
1,565,116
2,162,500
-
0
-
0
Preference shares
1,500,000
1,500,000
1,500,000
1,500,000
Other loans
5,301,335
5,085,213
-
0
-
0
8,366,451
8,747,713
1,500,000
1,500,000
Payable within one year
654,360
597,384
-
0
-
0
Payable after one year
7,712,091
8,150,329
1,500,000
1,500,000
JGH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
18
Loans and overdrafts
(Continued)
- 27 -

Group

 

Other loans

Other loans comprise shareholder loan notes issued by the group. Shareholder loan notes are unsecured and accrue interest at a rate of 4.25%. Restrictions placed on group undertakings by the bank stipulate that shareholder loan notes may not be repaid prior to bank loan facilities without their written consent. The final repayment date for the bank loans is September 2026.

 

Bank loans

The bank holds a fixed charge over certain assets of JGH Group Limited, a subsidiary of JGH Topco Limited and a floating charge over all other property, assets and rights of JGH Group Limited, which are not subject to an effective fixed charge or under any other security held by the bank.

 

All securities and investments belonging to JGH Group Limited, JG Travel Group Limited , Just Go Holidays Limited, Omega Holidays Group Limited and Omega Holidays Limited, subsidiaries of JGH Topco Limited, are given as security to the bank facility held within JGH Group Limited.

 

In addition to the above, the bank loans are secured by a guarantee limited to £3,062,500 (2022: £3,062,500) from JGH Midco Limited, a company within the group. At the balance sheet date, the extent of this guarantee was £1,565,116 (2022: £2,137,524).

During the year ended 31 December 2020, the company signed an Amendment, Restatement and Confirmation Deed in respect of it's bank loans. The new terms of the loan agreement are set out below.

 

Principal loan amount - £1,562,500

Interest rate - 3.50% above LIBOR

Final repayment date - 31 December 2025

 

This loan is repayable by 20 instalments of £78,125 and a final instalment sufficient to repay the loan in full on the final repayment date.

 

During the year ended 31 December 2020, the company also entered into a Coronavirus Business Interruption Loan scheme loan (CBILS). At the balance sheet date, amounts outstanding on the loan were £940,116 (2022: £1,225,000) of which £341,860 is in current liabilities and £598,256 is in non-current liabilities. Interest is charged at 3.32% above the Bank of England base rate with the final instalment due in September 2026.

 

During the prior year, the company signed a Supplementary Agreement in respect of the CBILS loan. The company were given a payment holiday from September 2022 to February 2023. There was no change to the final repayment date.

 

Preference shares

At the year end, 1,500,000 (2022: 1,500,000) "A1" and "A2" Redeemable preference shares were classified as non-current liabilities with a total value of £1,500,000 (2022: £1,500,000). Fixed dividends due but not yet paid on "A1" and "A2" Redeemable preference shares amounting to £168,904 (2022: £18,904) are included within Preference dividends payable at the year end.

19
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
61,398
59,648
JGH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
19
Retirement benefit schemes
(Continued)
- 28 -

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

20
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary 'A' of 1p each
48,159
48,159
482
482
Ordinary 'B' of 1p each
48,159
48,159
482
482
Ordinary 'C' of 1p each
4,055
4,055
40
40
Ordinary 'E' of 1p each
1,014
1,014
10
10
101,387
101,387
1,014
1,014

All rights on all Share classes are equal. There are no restrictions on the payment of dividends or the repayment of capital.

 

Called-up share capital represents the nominal value of shares that have been issued.

21
Share premium account
Group
Company
2023
2022
2023
2022
£
£
£
£
At the beginning and end of the year
100,373
100,373
100,373
100,373

Share premium represents the excess over par value paid for the share capital of the company.

22
Profit and loss reserves
Group
Company
2023
2022
2023
2022
£
£
£
£
At the beginning of the year
(13,086,239)
(8,413,446)
(4,613)
11,772
Loss for the year
(873,673)
(4,672,793)
(147,374)
(16,385)
At the end of the year
(13,959,912)
(13,086,239)
(151,987)
(4,613)

Retained earnings include all current and prior period retained profits and losses.

JGH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
23
Financial commitments, guarantees and contingent liabilities

Company and Group

 

There were no capital commitments as at 31 December 2023 (2022: £Nil).

 

There were no contingent liabilities as at 31st December 2023 (2022: £Nil).

 

Group

All securities and investments belonging to JGH Group Limited, JG Travel Group Limited , Just Go Holidays Limited, Omega Holidays Group Limited and Omega Holidays Limited, subsidiaries of JGH Topco Limited, are given as security to the bank facility held within JGH Group Limited.

 

A subsidiary has provided a guarantee over certain group company bank loans limited to £3,062,500 (2022: £3,062,500). At the year end, the extent of the guarantee was £2,137,524 (2022: £2,650,024).

 

A subsidiary has given a bond to the value of £4,000,000 (2022: £3,750,000) to the Bonded Coach Holiday Group which ultimately protects the deposits made by customers for non-ATOL licensable travel. The bond is guaranteed by insurance policies provided by Travel & General Insurance Services Limited and a bank guarantee secured over a cash deposit provided by JGH Group Limited, a group company. At the balance sheet date the bank guarantee was limited to £522,250 (2022: £522,250).

 

A subsidiary has given a bond to the value of £25,000 (2022: £25,000) to ABTA Limited, which ultimately protects the deposits made by customer for non-ATOL licensable travel. The bond is guaranteed by insurance policies provided by Travel & General Insurance Services Limited.

 

During the year, subsidiaries within the group gave a bond to the value of £480,000 (2022: £375,000) to the Civil Aviation Authority for a Standard ATOL bond. The bond ultimately protects the deposits made by customers in relation to flight inclusive holidays and was guaranteed by insurance policies provided by Travel & General Insurance Services Limited.

24
Operating lease commitments
Lessee

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

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
283,516
249,959
-
-
Between two and five years
1,157,192
1,152,203
-
-
In over five years
731,567
731,567
-
-
2,172,275
2,133,729
-
-
JGH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
25
Cash generated from/(absorbed by) group operations
2023
2022
£
£
Loss for the year after tax
(873,673)
(4,672,793)
Adjustments for:
Finance costs
543,162
366,155
Investment income
(14,905)
(2,353)
(Gain)/loss on disposal of tangible fixed assets
-
626
Amortisation and impairment of intangible assets
595,430
613,826
Depreciation and impairment of tangible fixed assets
126,211
129,685
Movements in working capital:
Decrease in stocks
507,161
149,100
Decrease/(increase) in debtors
749,080
(180,464)
(Decrease)/increase in creditors
(249,381)
2,385,433
Cash generated from/(absorbed by) operations
1,383,085
(1,210,785)
26
Analysis of changes in net debt - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
601,634
228,954
830,588
Borrowings excluding overdrafts
(8,747,713)
381,262
(8,366,451)
(8,146,079)
610,216
(7,535,863)
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