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Registered number: 07086724









YACHTWORLD INTERNATIONAL LIMITED









ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
COMPANY INFORMATION


 Directors
Antonino De Sapio 
Patrick Kolek 




 Company secretary
Antonino De Sapio



 Registered number
07086724



 Registered office
Ground Floor, Lakeside North Harbour,
Western Road Building 1000

Portsmouth

PO6 3EZ




 Independent auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors

Savannah House

3 Ocean Way

Southampton

SO14 3TJ





 
YACHTWORLD INTERNATIONAL LIMITED
 

CONTENTS



Page
Strategic Report
1 - 4
Directors' Report
5 - 6
Statement of Directors' Responsibilities in respect of the Financial Statements
7
Independent Auditors' Report
8 - 11
Consolidated Profit and Loss Account
12
Consolidated Statement of Comprehensive Income
13
Consolidated Balance Sheet
14
Company Balance Sheet
15
Consolidated Statement of Changes in Equity
16
Company Statement of Changes in Equity
17
Consolidated Statement of Cash Flows
18
Notes to the Financial Statements
19 - 46


 
YACHTWORLD INTERNATIONAL LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Strategic Report on the consolidated and company financial statements of Yachtworld International Limited ("the company") and its subsidiaries ("the group") for the year ended 31 December 2023.
The company's ultimate parent entity is Bimini Holding L.P. registered in Delaware USA.

Business review
 
The principal activity of the group throughout the year was the provision of internet-based services to boat builders, brokers and end users.
The group has one main purpose; making it easy for people to buy, sell and rent boats. Despite operating in a competitive market, through its industry-leading brands - which include Yachtworld, CosasDeBarcos and Click & Boat - the group has performed well and grown turnover by 37%.

Key performance indicators
 
The group's key financial and other performance indicators during the year were as follows:



2023
2022
Change %

Sales
 27,833,788
 20,341,455
37

EBITDA
 1,430,345
 (7,525,087)
(119)

Cash at bank and in hand
 12,899,791
 11,412,225
13

Average number of employees
259
279
(7)

Group turnover increased mainly due to organic growth and also the acquisition of the Top Barcos and Yachtfocus brands enhancing the overall offering.
Earnings before interest, tax, depreciation and amortisation ("EBITDA") increased year on year primarily due to organic growth allowing for increasing cost efficiencies  as a result of the relatively fixed nature of the cost base.
The group continues to review operations and streamline processes to ensure that it operates in the most cost-effective way. EBITDA is a non-GAAP measurement that management use due to the nature of the investors in the group. EBITDA is calculated as: Operating loss of £11,721,043 (2022: £19,766,668) plus amortisation and depreciation of £13,151,388 (£12,241,581).
Cash at bank and in hand increased year on year primarily due to the growth in operations. The acquisitions in the year were principally funded by an Intercompany loan.
Average number of employees decreased year on year in line with forecasts. The fall has been driven by increased operating efficiencies.
The directors are satisfied with progress made against these KPIs.


Page 1

 
YACHTWORLD INTERNATIONAL LIMITED
 

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

Principal risks and uncertainties
 
As with any organisation, the group and company faces inherent risks and uncertainties which can affect its performance. The process of risk acceptance and risk management are addressed through a framework of policies, procedures, and internal controls. Risk management is subject to Board review, and all policies are subject to ongoing review by key management. Compliance with regulation, legal and ethical standards are a high priority for the group and the risk compliance team.
Foreign Exchange Rate Risk
Due to the nature of the group's and company's trading, there are debtor and bank balances in Euro and other currencies, but with a functional currency of GBP. There is a risk that if exchange rates move to make the Euro weaker against the Pound, the level of turnover and profit will be negatively impacted. The acquisition of foreign subsidiaries with significant costs in Euros provide a degree of natural exchange rate hedging. Directors continue to monitor the residual risk.
The group and company do not trade in foreign currency derivatives.
Liquidity Risk
Liquidity risk is the risk that an entity will encounter difficulty meeting obligations associated with financial liabilities.
The group and company aims to mitigate liquidity risk through managing cash generation by its operations, for example, by applying cash collection targets throughout the group. The group and company also manages liquidity risk through its participation in the in-house banking arrangements of the parent group, including the unsecured loan from the parent company. The group and company has received written assurances of financial support from Boats Group Holdings Inc., for a period of at least 12 months after the approval of these financial statements. In the event such support were withdrawn, alternative financial instruments would be sought. That risk has been minimised by obtaining the assurances referred to above.  The Directors continue to monitor the residual risk.
Credit Risk Management
Credit risk management follows normal best practices, and the directors are monitoring the levels of debt and concentration of bank balances.
Interest Rate Risk
Whilst the group has no external borrowing, it has a net intercompany liability of £86,720,527. Any significant increase in interest rates will negatively impact the group's profitability.  Interest rate risk is managed by the parent company for the group as a whole and as such no hedging or other mitigation is applied at the individual company level.
The directors are not aware of any other pending significant financial risks.

Page 2

 
YACHTWORLD INTERNATIONAL LIMITED
 

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

Statement by the directors in performance of their statutory duties in accordance with s172(1) Companies Act 2006
 
The Companies (Miscellaneous Reporting) Regulations 2018 (2018 MRR) require Directors to explain how they considered the interests of key stakeholders and the broader matters set out in Section 172(1) (a) to (f) of the Companies Act 2006 (S172) when performing their duty to promote the success of the group under S172.
The directors, both individually and together, consider that they have acted in a way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its shareholders as a whole, and in doing so have regard (amongst other matters) to:
- The likely consequences of any decision in the long term
- The interests of the group’s employees
- The need to foster the group’s business relationships with suppliers, customers and others
- The impact of the group’s operations on the community and the environment
- The desirability of the group maintaining a reputation for high standards of business conduct
- The need to act fairly as between members of the group
Our long-term business plan is designed to drive long-term benefits to the group and to contribute to its success in achieving our vision of getting the world on the water. 
We developed our core values based on this same spirit to help our employees operate individually, as a team, and as a company.  Our Core Values Compass help our teams navigate and succeed delivering our company’s core values of Focus, Integrity, Relationships, and Energy.
We are focused on technology, developing sound strategies and ensuring that we are accountable for each step that it takes to achieve greatness.  
We value relationships with our colleagues, customers, and the community. 
Our success relies upon our ability to connect with a diverse group of people and collaborate constantly.  
We derive energy by loving what we do. We direct our energy to produce results, which, in turn, allows our company and our careers to grow.  
Engagement with the group's stakeholders is a key component in the directors aim to bring sustained long-term growth to the business and shareholder value. This is achieved by:
Employees
Efficient and open communication throughout the business by holding regular staff, Management Team,  and departmental meetings, by issuing regular crew updates, undertaking detailed job chats and the identification and provision of training to enhance skills and career development.
Customers
Maintaining close contact throughout the provision of services, the provision of transparent sales packages to ensure the customer needs are met best and responding to and implementing changes as a result of customer and industry group feedback.
Suppliers
Engaging closely with suppliers via a detailed and transparent procurement process, using fair contract terms and paying promptly.
As a Board of Directors, our intention is to behave responsibly and ensure that mananagement operate the business in a responsible manner, operating within the high standards of business conduct.

Page 3

 
YACHTWORLD INTERNATIONAL LIMITED
 

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

Going concern

The company's immediate parent company, Boats Group Holdings Inc., have confirmed in writing its willingness to provide financial support to the group and company as necessary to enable it to meet its liabilities as they fall due for a period of not less than 12 months from the date of approval of these Financial Statements.  Having taken this support into consideration, and assessed the ability of the parent company to honour the support letter, the Directors have prepared the financial statements on a Going Concern basis.


This report was approved by the board on 17 September 2024 and signed on its behalf.



Antonino De Sapio
Director

Page 4

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Results and dividends

The results of the group for the year are set out in the Consolidated Statement of Comprehensive Income.

No dividends were paid or proposed during the year (2022: £nil).

Directors

The directors who served during the year were:

Antonino De Sapio (appointed 1 November 2023)
Patrick Kolek (appointed 7 April 2023)
Jim Selzer (resigned 1 November 2023)
Samuel Fulton (resigned 7 April 2023)

Future developments

The directors plan for the company is to continue to grow organically and through acquisitions.

Research and development activities

The group invests in research and development activites with the aim of enhancing the efficiency of our operations and enhancing customer experiences.  

Branches outside the United Kingdom

The group and company continued to operate a branch in Italy to sell to and support local customers. 

Matters covered in the Strategic Report

The Strategic Report, which can be found on pages 1-4, provides a review of the business (including key performance indicators), a description of the principal risks and uncertainties and details around engagement with suppliers, customers and others.

Directors' confirmations

In the case of each director in office at the date the directors’ report is approved:
 
so far as the director is aware, there is no relevant audit information of which the group’s and company’s auditors are unaware; and

they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the group’s and company’s auditors are aware of that information.


Directors' insurance and indemnities

Throughout the year, the group has maintained directors’ and officers’ liability insurance for the benefit of the group, the directors and its officers. The group has entered into qualifying third-party indemnity arrangements for the benefit of all its directors in a form and scope which comply with the requirements of the Companies Act 2006 and which were in force throughout the year and remained in force.

Post balance sheet events

As detailed in the note 25, the company completed the acquisition of the trade and assets of You Boat after the reporting period.  

Page 5

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Independent Auditors

PricewaterhouseCoopers LLP have expressed their willingness to continue in office, and will be deemed reappointed for the next financial year in accordance with section 487(2) of the Companies Act 2006 unless the company receives notice under section 488(1) of the Companies Act 2006.

This report was approved by the board on 17 September 2024 and signed on its behalf.
 





Antonino De Sapio
Director

Page 6

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS

The directors are responsible for preparing the Annual Report and Consolidated Financial Statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group and the company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law).

Under company law, 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 the financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;

state whether applicable United Kingdom Accounting Standards, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements;

make judgements and accounting estimates that are reasonable and prudent; and

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

The directors are 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.
The directors are also 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.

Page 7

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF YACHTWORLD INTERNATIONAL LIMITED
 

Report on the audit of the financial statements


Opinion
In our opinion, Yachtworld International Limited’s group financial statements and company financial statements ( the "financial statements"):


give a true and fair view of the state of the group's and of the company's affairs as at 31 December 2023 and of the group's loss and the group's cash flows for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and
have been prepared in accordance with the requirements of the Companies Act 2006.


We have audited the financial statements, included within the Annual Report and Consolidated Financial Statements (the “Annual Report”), which comprise: Consolidated and Company Balance Sheets as at 31 December 2023; the Consolidated Profit and Loss Account, the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Independence


We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.


Conclusions relating to going concern


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 the 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.


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.


However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's and the company's ability to continue as a going concern.


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


Page 8

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF YACHTWORLD INTERNATIONAL LIMITED (CONTINUED)


Reporting on other information


The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.


With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.


Strategic report and Directors' report
 

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' report for the year ended 31 December 2023 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.


In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' report.
 



Responsibilities for the financial statements and the audit
 

Responsibilities of the directors for the financial statements


As explained more fully in the Statement of Directors' Responsibilities in respect of the Financial Statements, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also 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.


In preparing the financial statements, the directors are responsible for assessing the group’s and the 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 company or to cease operations, or have no realistic alternative but to do so.


Page 9

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF YACHTWORLD INTERNATIONAL LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

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


Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to consumer rights regulation and anti bribery and corruption legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006 and tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the posting of inappropriate journal entries to increase profit and management bias in accounting estimates. Audit procedures performed by the engagement team included:

 Enquiries of the directors and management to identify any instances of non-compliance including consideration of known or suspected instances of fraud;
 Challenging assumptions and judgements made by management in determining significant accounting estimates and assessing the risk of management bias;
 Review of meeting minutes, and where applicable, correspondence with relevant regulatory authorities;
 Identifying and testing unusual journal entries, in particular journal entries posted with unusual account combinations; and
 Incorporating elements of unpredictability into the audit procedures performed.


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


A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.


Page 10

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF YACHTWORLD INTERNATIONAL LIMITED (CONTINUED)


Use of this report
 

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.


Other required reporting


Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• the company financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.





Kevin Godfrey (Senior Statutory Auditor)
  
for and on behalf of PricewaterhouseCoopers LLP

 
Chartered Accountants and Statutory Auditors
  
Southampton


17 September 2024
Page 11

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
27,833,788
20,341,455

Gross profit
  
27,833,788
20,341,455

Administrative expenses
  
(39,752,484)
(40,320,022)

Other operating income
  
197,653
211,899

Operating loss
 5 
(11,721,043)
(19,766,668)

Interest receivable and similar income
 9 
83,114
125,453

Interest payable and similar expenses
 10 
(5,202,288)
(3,626,663)

Loss before tax
  
(16,840,217)
(23,267,878)

Tax on loss
 11 
1,951,564
3,662,038

Loss for the financial year
  
(14,888,653)
(19,605,840)

Loss for the year attributable to:
  

Non-controlling interests
  
(356,126)
(459,298)

Owners of the parent
  
(14,532,527)
(19,146,542)

  
(14,888,653)
(19,605,840)

All amounts relate to continuing operations.
The notes on pages 19 to 46 form part of these financial statements.

Page 12

 
YACHTWORLD INTERNATIONAL LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£


Loss for the financial year

  

(14,888,653)
(19,605,840)

Other comprehensive (expense)/income
  


Foreign currency translation (expense)/gain
  
(2,289,407)
3,634,347

Total comprehensive expense for the year
  
(17,178,060)
(15,971,493)

(Loss) for the year attributable to:
  


Non-controlling interest
  
(356,126)
(459,298)

Owners of the parent company
  
(14,532,527)
(19,146,542)

  
(14,888,653)
(19,605,840)

Total comprehensive expense attributable to:
  


Non-controlling interest
  
302,988
(459,298)

Owners of the parent company
  
(17,481,048)
(15,512,195)

  
(17,178,060)
(15,971,493)

The notes on pages 19 to 46 form part of these financial statements.

Page 13

 
YACHTWORLD INTERNATIONAL LIMITED
REGISTERED NUMBER: 07086724

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

Restated
Restated
2023
2023
2022
2022
Note
£
£
£
£

Fixed assets
  

Intangible assets
 12 
72,166,899
75,585,094

Tangible assets
 13 
81,093
364,316

  
72,247,992
75,949,410

Current assets
  

Debtors: amounts falling due within one year
 15 
8,670,141
6,957,965

Cash at bank and in hand
 16 
12,899,791
11,412,225

  
21,569,932
18,370,190

Creditors: amounts falling due within one year
 17 
(98,462,934)
(80,045,734)

Net current liabilities
  
 
 
(76,893,002)
 
 
(61,675,544)

Total assets less current liabilities
  
(4,645,010)
14,273,866

Provisions for liabilities
  

Deferred taxation
 19 
(719,299)
(2,979,733)

  
 
 
(719,299)
 
 
(2,979,733)

Net (liabilities)/assets
  
(5,364,309)
11,294,133


Capital and reserves
  

Called up share capital 
 20 
100
100

Capital contribution reserve
  
11,058,070
11,058,070

Other reserves
  
(605,338)
2,343,183

Accumulated losses
  
(35,082,851)
(21,069,942)

Equity attributable to owners of the parent company
  
(24,630,019)
(7,668,589)

Non-controlling interests
  
19,265,710
18,962,722

Total equity
  
(5,364,309)
11,294,133


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 September 2024.



Antonino De Sapio
Director

For details of the restatement, see Note 17.

Page 14

 
YACHTWORLD INTERNATIONAL LIMITED
REGISTERED NUMBER: 07086724

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2023
2022
2022
Note
£
£
£
£

Fixed assets
  

Intangible assets
 12 
183,250
391,174

Investments
 14 
70,010,297
69,568,090

  
70,193,547
69,959,264

Current assets
  

Debtors: amounts falling due within one year
 15 
19,021,028
11,209,150

Cash at bank and in hand
 16 
912,465
1,382,899

  
19,933,493
12,592,049

Creditors: amounts falling due within one year
 17 
(85,493,425)
(74,654,941)

Net current liabilities
  
 
 
(65,559,932)
 
 
(62,062,892)

Total assets less current liabilities
  
4,633,615
7,896,372

  

  

Net assets
  
4,633,615
7,896,372


Capital and reserves
  

Called up share capital 
 20 
100
100

Capital contribution reserve
  
11,058,070
11,058,070

Accumulated losses
  
(6,424,555)
(3,161,798)

Total equity
  
4,633,615
7,896,372


The loss of the company is £3,350,500 (2022: £6,035,463) as included in these Financial Statements
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 September 2024.


Antonino De Sapio
Director

Page 15

 

 
YACHTWORLD INTERNATIONAL LIMITED


 

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



Called up share capital
Capital contribution reserve
Other reserves
Accumulated losses
Equity attributable to owners of parent company
Non-controlling interests
Total equity


£
£
£
£
£
£
£



At 1 January 2022
100
11,058,070
(1,291,164)
(3,082,461)
6,684,545
19,422,020
26,106,565





Loss for the year
-
-
-
(19,146,542)
(19,146,542)
(459,298)
(19,605,840)


Other comprehensive expense for the year
-
-
3,634,347
-
3,634,347
-
3,634,347

Total comprehensive income for the year
-
-
3,634,347
(19,146,542)
(15,512,195)
(459,298)
(15,971,493)


Share based payments
-
-
-
1,159,061
1,159,061
-
1,159,061





At 31 December 2022
100
11,058,070
2,343,183
(21,069,942)
(7,668,589)
18,962,722
11,294,133





Loss for the year
-
-
-
(14,532,527)
(14,532,527)
(356,126)
(14,888,653)


Other comprehensive expense for the year
-
-
(2,948,521)
-
(2,948,521)
659,114
(2,289,407)

Total comprehensive (expense)/income for the year
-
-
(2,948,521)
(14,532,527)
(17,481,048)
302,988
(17,178,060)


Share based payments
-
-
-
519,618
519,618
-
519,618



At 31 December 2023
100
11,058,070
(605,338)
(35,082,851)
(24,630,019)
19,265,710
(5,364,309)



The notes on pages 19 to 46 form part of these financial statements.

Page 16

 

 
YACHTWORLD INTERNATIONAL LIMITED


 

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



Called up share capital
Capital contribution reserve
(Accumulated losses)/ Retained earnings
Total equity


£
£
£
£



At 1 January 2022
100
11,058,070
2,636,189
13,694,359





Loss for the year
-
-
(6,035,463)
(6,035,463)


Share based payments
-
-
237,476
237,476





At 31 December 2022
100
11,058,070
(3,161,798)
7,896,372





Loss for the year
-
-
(3,350,550)
(3,350,550)


Share based payments
-
-
87,793
87,793



At 31 December 2023
100
11,058,070
(6,424,555)
4,633,615



The notes on pages 19 to 46 form part of these financial statements.

Page 17

 
YACHTWORLD INTERNATIONAL LIMITED
 

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

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(14,888,653)
(19,605,840)

Adjustments for:

Amortisation of intangible assets
13,069,417
12,202,293

Depreciation of tangible assets
81,971
39,288

(Profit)/loss on disposal of intangible and tangible assets
(43,081)
28,828

Net interest expense
5,119,174
3,501,210

Taxation credit
(1,951,564)
(3,662,038)

(Increase)/decrease in debtors
(1,366,419)
10,879

Increase in creditors
1,598,558
5,300,431

Share based payment charge
519,618
1,159,061

Corporation tax paid
(14,730)
(253,600)

Net cash generated from/(used in) operating activities

2,124,291
(1,279,488)

Cash flows from investing activities

Purchase of intangible fixed assets
(5,857,118)
(1,976,466)

Purchase of tangible fixed assets
(65,833)
(113,917)

Proceeds from disposals of fixed assets
-
2,948

Acquisition of subsidiary undertakings net of cash on acquisition
(5,955,986)
-

Proceeds from additional non-controlling interests
33,063
-

Net cash used in investing activities

(11,845,874)
(2,087,435)

Cash flows from financing activities

New loans from group companies
11,209,149
-

Acquisition of non-controlling interests
-
(429,236)

Net cash generated from/(used in) financing activities
11,209,149
(429,236)

Net increase/(decrease) in cash and cash equivalents
1,487,566
(3,796,159)

Cash and cash equivalents at beginning of year
11,412,225
15,208,384

Cash and cash equivalents at the end of year
12,899,791
11,412,225


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
12,899,791
11,412,225


The notes on pages 19 to 46 form part of these financial statements.

Page 18

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Yachtworld International Limited ('the company') and its subsidiaries (together 'the group') provide internet-based services to boat builders and brokers to market their goods and services to end users. Yachtworld International Limited is a private company limited by shares incorporated, registered and domiciled in the England and Wales, United Kingdom, registration number 07086724. 
The current registered address is Ground Floor, Lakeside North Harbour,Western Road Building 1000 Portsmouth PO6 3EZ.
The ultimate controlling party of the company is Bimini Holding L.P. The smallest group to consolidate these financial statements is Bimini Group Purchaser, Inc. and the ultimate parent undertaking, and the largest group to consolidate these financial statements is Bimini Holding L.P., a Delaware based investment partnership.  Copies of the consolidated financial statements are available from 1221 Brickell Ave, Miami FL 33131, USA. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements.

The company has taken advantage of the following disclosure exemptions in preparing these Financial Statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the U.K. and Republic of Ireland":         
- from preparing a company statement of cash flows, on the basis that it is a qualifying entity and the consolidated statement of cash flows, included in these financial statements, includes the company’s cash flows;        
- from the financial instrument disclosures, required under FRS 102 paragraphs, 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A, as the information is provided in the consolidated financial statement disclosures;     - from disclosing the company key management personnel compensation, as required by FRS 102 paragraph 33.7.    
- from disclosing certain Related Party Disclosures as permitted in paragraph 33.1A.
- from disclosing share-based payment arrangements, required under FRS 102 paragraphs 26.18(b),
26.19 to 26.21 and 26.23, concerning its own equity instruments, as the company financial
statements are presented with the consolidated financial statements.    
The Financial Statements have been prepared on a going concern basis under the historical cost convention in accordance with the Companies Act 2006 and applicable accounting standards in the United Kingdom.   

The following principal accounting policies have been applied:

Page 19

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.2

Basis of consolidation

The group Financial Statements consolidate the Financial Statements of Yachtworld International Limited and its trading subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The results, assets and liabilities of the company's trading subsidiary undertakings are included in the Financial Statements from the effective date of acquisition. All subsidiaries are included in the consolidation and have the same accounting reference date
Business combinations
Business combinations are accounted for under the purchase method. Where necessary, adjustments are made to the financial statements of subsidiaries to bring accounting policies used into line with those used by the group. 
The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.
Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.
Deferred consideration is measured at fair value.
Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.
Equity consideration is measured at the fair value at the date the transaction.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured, they are disclosed on the same basis as other contingent liabilities.
Non-controlling interests
Non-controlling interests in the net assets of the consolidated subsidiaries are identified separately from the group's equity therein.
Non-controlling interests consist of the amounts of those interests at the date of the original business combination and the non-controlling  shareholders' share of changes in equity since the date of the combination.
All intra-group transactions, balances, income and expenses are eliminated on consolidation. Adjustments are made to eliminate the profit or loss on transactions with associates to the extent of
Page 20

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.2
Basis of consolidation (continued)

the group's interest in the entity.

 
2.3

Going concern

The directors have considered the working capital cycle of the business and recognise the need for ongoing support from their intermediate parent company, Boats Group Holdings Inc.  Having made enquiries, their parent company have confirmed in writing their willingness to continue to provide such financial support to the company as necessary  to enable it to meet its liabilities as they fall due for a period of not less than 12 months from the date of approval of these Financial Statements. The group therefore continues to adopt the going concern basis in preparing its Financial Statements. 

 
2.4

Foreign currency translation

Functional and presentation currency

Items included in the Financial Statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated Financial Statements are presented in GBP. The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date.  Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All gains and losses on translation and from the settlement of transactions are recognised in the Consolidated Statement of Comprehensive Income.

On consolidation, the results of the overseas operations are translated into sterling at monthly rates approximating to those ruling in the month when the transaction took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date, including any goodwill in relation to that entity. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operation at actual rate are recognised in other comprehensive income.

Page 21

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Revenue

The company recognises revenue from the provision of internet based services to boat builders, brokers and end users. 
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue is measured based on the consideration specified in a contract with a customer and is first recognised when a customer obtains control of the services, and will be recognised evenly over the service period. Revenue is stated net of discounts, rebates, refunds and value-added tax, and amounts received in advance of the customer contract service period are carried forward as deferred income, which is included in creditors.

 
2.6

Operating leases: the group as lessee

At inception the group assesses agreements that transfer the right to use assets. The assessment considers whether the arrangement is, or contains, a lease based on the substance of the arrangement.

i) Finance leased assets
Leases of assets that transfer substantially all the risks and rewards incidental to ownership are classified as finance leases.
Finance leases are capitalised at commencement of the lease as assets at the fair value of the leased asset or, if lower, the present value of the minimum lease payments calculated using the interest rate implicit in the lease. Where the implicit rate cannot be determined the group’s incremental borrowing rate is used.  Incremental direct costs, incurred in negotiating and arranging the lease, are included in the cost of the asset. Assets are depreciated over the shorter of the lease term and the estimated useful life of the asset. Assets are assessed for impairment at each reporting date.
The capital element of lease obligations is recorded as a liability on inception of the arrangement. Lease payments are apportioned between capital repayment and finance charge, using the effective interest rate method, to produce a constant rate of charge on the balance of the capital repayments outstanding.
ii) Operating leased assets
Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Payments under operating leases  are charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the period of the lease.

 
2.7

Government grants

Government grants are recognised when it is reasonable to expect they will be received and that all related conditions are met.
Grants of a revenue nature are recognised in the Consolidated Profit and Loss Account in the same period as the related expenditure.

Page 22

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.8

Related party transactions

The group discloses transactions with related parties which are not wholly owned within the group.  Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the group Financial Statements.

 
2.9

Interest income

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

 
2.10

Finance costs

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

 
2.11

Pensions

Defined contribution pension plan

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

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

 
2.12

Equity based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Page 23

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.13

Short term employee benefits

Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.

 
2.14

Current and deferred taxation

Taxation expense for the period comprises current and deferred tax recognised in the reporting period.  Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive income or directly in equity respectively.

i) Current tax
Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years.  The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company and the group operate and generate income.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

ii) Deferred tax
Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the Financial Statements. These timing differences arise from the inclusion of  income and expenses in tax assessments in periods different from those in which they are recognised in Financial Statements.

Deferred tax is recognised on all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

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

Page 24

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.15

Intangible assets

Goodwill

Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the group's interest in the identifiable net assets, liabilities and contingent liabilities acquired.
Goodwill is stated at cost less any accumulated amortisation and accumulated impairment losses, and amortisation is charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the estimated useful lives of intangible assets.  Goodwill is amortised over 10 years unless there are indications of a shorter useful life. Estimates of the useful economic life of goodwill are based on a variety of factors such as expected use of the acquired assets, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Developed technology
-
3-5
years
Tradenames and customer lists
-
5
years

Amortisation is included in 'administrative expenses' in the Consolidated Statement of Comprehensive Income and is calculated on a straight line basis.
Where factors, such as technological advancement or changes in market price, indicate that residual value or useful life have changed, the residual value, useful life or amortisation rate are amended prospectively to reflect the new circumstances. The assets are reviewed for impairment if the above factors indicate that the carrying amount may be impaired.
Costs associated with maintaining computer software and portals are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products and portals controlled by the group are recognised as intangible assets when the following criteria are met:
• it is technically feasible to complete the software so that it will be available for use;
• management intends to complete the software and use or sell it;
• there is an ability to use or sell the software;
• it can be demonstrated how the software will generate probable future economic benefits;
• adequate technical, financial and other resources to complete the development and to use or sell the software are available; and
• the expenditure attributable to the software during its development can be reliably measured.
Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

Page 25

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Tangible fixed assets

Tangible assets are stated at cost less accumulated depreciation. 

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

Depreciation is provided on the following basis:

Buildings
-
over 25 years
Motor vehicles
-
over 4 years
Office & computer equipment
-
over 5 years

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

No depreciation is provided on land.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within "administrative expenses" in the Consolidated Statement of Comprehensive Income.

  
2.17

Impairment of non-financial assets

At each balance sheet date the carrying amounts of the group's assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the fixed asset may not be recoverable.  If any such indication exists, the asset’s recoverable amount is estimated.  An impairment loss is recognised whenever the carrying amount of an asset or its income-generating unit exceeds its recoverable amount. Impairment losses are recognised in the Consolidated Statement of Comprehensive Income.
Impairment losses recognised in respect of income-generating units are allocated first to reduce the carrying amount of any goodwill allocated to income-generating units, then to any capitalised intangible asset and finally to the carrying amount of the tangible assets in the unit on a pro rata or more appropriate basis.  An income generating unit is  the smallest identifiable group of assets that generates income that is largely independent of the income streams from other assets or groups of assets.
Calculation of recoverable amount
The recoverable amount of fixed assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the expected future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the rate of return expected on an equally risky investment. For an asset that does not generate largely independent income streams, the recoverable amount is determined for the income-generating unit to which the asset belongs.

Page 26

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.18

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Profit and Loss Account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.19

Cash and cash equivalents

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

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.

 
2.20

Provisions for liabilities

Provisions are made where an event has taken place that gives the group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

 
2.21

Financial instruments

The group has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.
The group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Trade and other debtors and amounts owed by fellow group companies are recognised initially at transaction price less attributable transaction costs. Trade and other creditors and amounts owed to fellow group companies are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument.

At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment.  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 the Consolidated Statement of Comprehensive Income.

Page 27

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.21
Financial instruments (continued)

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the group would receive for the asset if it were to be sold at the balance sheet date.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

  
2.22

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

  
2.23

Capital contribution

Capital contributions received are recognised as an increase in equity.
Capital contributions made to subsidiary entities are recognised as an increase in the value of investment.

Page 28

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of Financial Statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In preparing these Financial Statements, the areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements are disclosed below.
i) Critical judgements in applying the group's accounting policies
The directors believe that the critical judgements are around accounting for intangibles on acquisitions. When acquisitions are made, a review is performed to confirm which, if any, assets are separately identifiable as purchased intangible assets. Intangible assets identified during the acquisition process are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights.
ii) Key accounting estimates and assumptions
The directors believe that the key accounting estimates are:
a) Economic life of intangible assets
Selecting an appropriate useful economic life of the goodwill and intangible assets following acquisitions.  Judgements were made based on a variety of factors, such as expected use of the acquired assets, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses.
b) Impairment of assets
The directors review the group's and company's intangible assets for any indicators of impairment considering profitability or forecast profitability or, in the case of new acquisitions, whether they perform in accordance with expectations at acquisition.
Where an indication of impairment is identified, an estimation of the recoverable value is made based on the estimated future cashflows and an application of appropriate discount rate to determine the net present value.  See the note 14 for details of the impairment review.
c) Recognition of deferred tax assets
The directors review the group's and the company's deferred tax assets to assess whether these are recoverable or whether these should be held as unrecognised deferred tax assets. The recoverability assessment is performed with reference to forecast future cash flows adjusted for the impact of tax adjustments such as utilisation of brought forward tax losses.

Page 29

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

2023
2022
£
£

Provision of internet-based services to boat builders, brokers and end users
27,833,788
20,341,455

27,833,788
20,341,455


Analysis of turnover by origin and destination:

2023
2022
£
£

United Kingdom
1,770,028
1,636,481

Rest of Europe
23,553,626
14,647,324

Rest of the World
2,510,134
4,057,650

27,833,788
20,341,455



5.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Amortisation and depreciation
13,151,388
12,241,581

Exchange (gains)/losses
(1,750,786)
3,902,895

Other operating lease rentals
598,679
610,002

Management fee charged from/(to) parent
-
26,690

Bad debt expenses
87,469
29,673

Government grants or subsidies
(80,403)
(60,517)

(Profit)/loss on disposal of fixed assets
(43,801)
28,828

Share-based payment charge
519,618
1,159,061


6.


Auditors' remuneration

During the year, the group obtained the following services from the company's auditors and their associates:


2023
2022
£
£

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

Audit of financial statements
246,713
261,784

Taxation compliance services
-
26,480

Page 30

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Staff costs were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
10,515,184
10,320,153
2,118,883
1,674,305

Social security costs
1,526,137
2,123,270
358,489
221,395

Amounts paid for loss of office
74,861
150,010
-
-

Other pension costs
91,532
281,319
65,116
56,152

12,207,714
12,874,752
2,542,488
1,951,852


None of the directors received any remuneration during the year (2022: none) in respect of their services to this company, on the basis that their services to this company are considered incidental to their services to the wider group. No amounts were paid in respect of any retirement benefits (2022: none). There were no other key management personnel other than the Board of directors for the year.

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



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Administration
145
147
21
20



Sales and support
114
132
7
6

259
279
28
26

Page 31

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Share-based payments

Certain employees of the group were granted share options in Bimini Holding L.P. as compensation for services rendered or to be rendered to the group ("Incentive Unit Grants"). Equity-settled arrangements are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of the grant. The fair value is expensed on a straight-line basis over the vesting period. 
The related compensation expense is incurred by the group since the grantees are employees of the group. The share options are issued for no consideration and vest in varying increments for each individual employee based on the performance of Bimini L.P. against agreed EBITDA targets, and through time, both quarterly and annually.
Certain employees of the group were granted share options in Click and Boat SAS as compensation for services rendered or to be rendered to the group ("Incentive Unit Grants"). Equity-settled arrangements are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of the grant. The fair value is expensed on a straight-line basis over the vesting period. 
The related compensation expense is incurred by the group since the grantees are employees of the group. The share options are issued for no consideration and vest in varying increments for each individual employee based on individual criteria for each employee.
The group is unable to directly measure the fair value of employee services received. Instead the fair value of the share options granted during the year is determined using the Black-Scholes model. The model is internationally recognised as being appropriate to value employee share schemes similar to the Bimini Holding L.P. and Click and Boats SAS Incentive Unit Grants.

Weighted average exercise price (pence)
2023
Number
2023
Weighted average exercise price
(pence)
2022
Number
2022

Outstanding at the beginning of the year

26

9,762,879

17
 
7,708,428
 
Granted during the year

23

525,000

56
 
2,154,651
 
Forfeited during the year

(48)

(187,122)

17
 
(83,000)
 
Exercised during the year

47

(1,500)

71
 
(17,200)
 
Outstanding at the end of the year
24

10,099,257

26
 
9,762,879
 



2023
2022
£
£


Total charge for the year
519,618
1,159,061

519,618
1,159,061

Page 32

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Interest receivable and other income

2023
2022
£
£


Interest receivable from group companies
83,114
125,453

83,114
125,453


10.


Interest payable and similar expenses

2023
2022
£
£


Interest payable to group undertakings
5,202,288
3,626,663

5,202,288
3,626,663


11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
(343,268)

Adjustments in respect of previous periods
(17,195)
(68,919)


(17,195)
(412,187)

Foreign tax


Foreign tax on income for the year
75,069
187,953

Foreign tax in respect of prior periods
69,827
-

144,896
187,953

Total current tax
127,701
(224,234)

Deferred tax


Origination and reversal of timing differences
(2,227,283)
(3,437,804)

Adjustments in respect of previous periods
148,018
-

Total deferred tax
(2,079,265)
(3,437,804)


Taxation on loss on ordinary activities
(1,951,564)
(3,662,038)
Page 33

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax credit for the year

The tax credit for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19.00%). The differences are explained below:

2023
2022
£
£


Loss before tax
(16,840,217)
(23,267,878)


Loss before tax multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(3,960,819)
(4,420,897)

Effects of:


Expenses not deductible for tax purposes
1,915,684
1,728,176

Impact of overseas tax rates on current and deferred tax
5,660
(685,122)

Adjustments to tax charge in respect of prior periods
200,650
(68,919)

Other differences
43,638
(1,846)

Impact of change in corporation tax rate on timing differences
(156,377)
(213,430)

Total tax credit for the year
(1,951,564)
(3,662,038)


Factors that may affect future tax charges

For the financial year ended 31 December 2023, the current weighted averaged tax rate was 23.52% (2022 19%).  Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. 
The Group has reviewed its exposure to global minimum top-up tax (Pillar Two legislation) and has not identified operations in any countries below the effective tax rate of 15%, hence no impacts have been identified.

Page 34

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Intangible assets

Group





Developed technology
Trade names, customer lists
Goodwill
Total

£
£
£
£



Cost


At 1 January 2023
7,919,853
25,192,350
62,743,917
95,856,120


Additions
2,217,371
3,641,714
-
5,859,085


Disposals
(949,798)
-
-
(949,798)


On acquisition of subsidiaries
-
2,074,200
4,144,700
6,218,900


Foreign exchange movement
(174,516)
(549,078)
(1,586,761)
(2,310,355)



At 31 December 2023

9,012,910
30,359,186
65,301,856
104,673,952



Amortisation


At 1 January 2023
2,033,271
6,483,379
11,754,376
20,271,026


Charge for the year on owned assets
1,938,720
4,939,635
6,191,062
13,069,417


On disposals
(935,060)
-
-
(935,060)


Foreign exchange movement
165
58,424
43,081
101,670



At 31 December 2023

3,037,096
11,481,438
17,988,519
32,507,053



Net book value



At 31 December 2023
5,975,814
18,877,748
47,313,337
72,166,899



At 31 December 2022
5,886,582
18,708,971
50,989,541
75,585,094



Page 35

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
           12.Intangible assets (continued)

Company




Goodwill

£



Cost


At 1 January 2023
3,118,868



At 31 December 2023

3,118,868



Amortisation


At 1 January 2023
2,727,694


Charge for the year
207,924



At 31 December 2023

2,935,618



Net book value



At 31 December 2023
183,250



At 31 December 2022
391,174

Page 36

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Tangible assets

Group






Land and buildings
Motor vehicles
Computer & office equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2023
226,469
12,137
175,505
414,111


Additions
-
-
65,833
65,833


Acquisition of subsidiary
-
-
842
842


Disposals
(226,469)
(12,137)
(67,201)
(305,807)


Exchange adjustments
-
-
(3,866)
(3,866)



At 31 December 2023

-
-
171,113
171,113



Depreciation


At 1 January 2023
10,797
6,391
32,607
49,795


Charge for the year on owned assets
2,843
-
79,128
81,971


Disposals
(13,640)
(6,391)
(20,997)
(41,028)


Exchange adjustments
-
-
(718)
(718)



At 31 December 2023

-
-
90,020
90,020



Net book value



At 31 December 2023
-
-
81,093
81,093



At 31 December 2022
215,672
5,746
142,898
364,316

Page 37

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
69,568,090


Additions
442,207



At 31 December 2023
70,010,297





Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Boats Group Nederland B.V.
StartDock Amsterdam BV, Herengracht 420, 1017BZ, Amsterdam
Ordinary shares
100%
Boats Group International UK Ltd *
Ground Floor, Lakeside North Harbour,Western Road Building 1000, Portsmouth PO6 3EZ
Ordinary shares
100%
Boot24 networks GmbH
Mittleweg 144 20148 Hamburg
Ordinary shares
100%
Click and Boat SAS **
Quai du 4 septembre Peniche West River 92100 Boulogne-Billancourt
Ordinary shares
87.58%
Agence De La Mer SARL **
Rue Etiennes d’Orves Imm Celtic Submarine 1 56100 LORIENT
Ordinary shares
87.58%
Nautal Smart Sailing S.L **
WOJO Poblenou – Carrer de Sancho de Avila, 65a  08018 Barcelona
Ordinary shares
87.58%
SCI Celtic Submarine SARL **
Quai du 4 septembre Peniche West River 92100 Boulogne-Billancourt
Ordinary shares
87.58%
Scansail Yachts International GmbH **
Palmaille 124 22767 Hamburg
Ordinary shares
87.58%
Servicios Nauticos En. Internet, S.L
WOJO Poblenou – Carrer de Sancho de Avila, 65a  08018 Barcelona
Ordinary shares
100%
Page 38

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

Sea International Media Slu
WOJO Poblenou – Carrer de Sancho de Avila, 65a  08018 Barcelona
Ordinary shares
100%
Sal a Navigar Nautal S.L
CL Josep Pla 2 Edificio B3 P.6 Pta B  08019 Barcelona
Ordinary shares
100%

*  Boats Group International UK Ltd is exempt from the requirements of the Act relating to the audit of individual accounts as the company has provided a guarantee of its liabilities under s479A for the year ended 31 December 2023.
**The shareholding in 2022 were 87.39% which increased to 87.58% following the additions in investments in subsidiary companies of £442,207 in the year.
On 31 August 2023 the trade and assets and liabilities of Oceans Evasion SARL were merged into the Click and Boat SAS during the year, and Oceans Evasion SARL was liquidated.
All of the above subsidiaries are included in the consolidation. The company's investment in Servicios Nauticos En. Internet, S.L, Boats Group Nederland B.V., Boats Group International UK Limited, Boot24 networks GmbH and Click and Boat SAS are direct ownership, all other investments are indirect ownership.
The company has no current asset investments at 31 December 2023 (2022: £nil).

Impairment reviews of Investments and Intangible assets
The directors have conducted an impairment review over both Investments and Intangible assets at 31 December 2023.
For Investments within the company, an assessment is made for each individual investment as to whether there are triggers for impairment.
For Goodwill balances, this assessment is made at a CGU level being the lowest level of asset to which individual cash flows can be attributed.
Where impairment triggers are identified further analysis is performed and both impairment reviews are underpinned by value in use estimates performed for the underlying businesses to ascertain the recoverable amount.
 

Page 39

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Investments (continued)

Impairment reviews of Investments and Intangible assets (continued)
As a result of management's review, it was determined that losses within the Click and Boat SAS business and its subsidiary undertakings ("Click and Boat") constituted an impairment trigger and further cash flow projections were performed.  The cash flow projections cover 9 years and then into perpetuity on a steady state of growth.  

a)Click and Boat is in the early stages of business growth and was recently integrated into the group.  It is forecast to increase market share in a growing market with more of the boat rental market moving online.  
b)As Click and Boat is at the early stages the directors consider that 9 years is the appropriate period of growth to consider, as this is the period for Click and Boat to reach steady state with a terminal growth rate of 3%.
c)The first 4 year’s growth are based on the budgets approved by Management and years 5-9 are uplifted by the growth rate as originally approved on the acquisition of Click and Boat in September 2021, and reviewed at 31 December 2023.  
d)The economic environment is more challenging than at the time of acquisition due to global factors such as the cost of living and the changing geo-political situation.  However, to date Click and Boat has performed at or above the forecast level of growth, and as such the forecasted future growth is achievable as per the directors robust view.

Using the 9 year forecast, a discount rate of 15.5% and a terminal growth rate of 3%, there was a sufficient amount of headroom against both the investment and goodwill carrying value of Click and Boat, and therefore there no impairment charge has been recorded.

In the event that the forecast growth is not achieved this could lead to an impairment of the intangible assets and investment value.  

The following sensitivities, which management believe to be reasonably possible, were applied, and did not lead to an indication of impairment:
i)  A decrease in the terminal growth rate to 1.9%;
ii)  An increase in the discount rate of 1%;
iii) An increase in the discount rate of 1% and a decrease in the terminal growth rate to 1.9%; and
iv) A reduction in the forecast period to 5 years with a discount rate of 15.5% and terminal growth rate of 3%. 


15.


Debtors

Group

Group
Company

Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
581,010
330,040
334,957
163,967

Amounts owed by group undertakings
2,531,029
2,401,264
17,710,782
10,069,392

Other debtors
4,648,201
3,167,181
377,731
53,820

Prepayments and accrued income
126,387
94,797
46,172
32,681

Deferred taxation
783,514
964,683
551,386
889,290

8,670,141
6,957,965
19,021,028
11,209,150


Page 40

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.Debtors (continued)

Amounts owed by group undertakings are unsecured and interest bearing at rates 4% plus SONIA and SOFR plus 7.15% (2021: 4% plus SONIA). They have no fixed date of repayment and are payable on demand. 
The deferred tax asset recognised in respect of the unused trading losses in overseas subsidiaries are  included within amounts due in the next 12 months as the group is expected to utilise this asset within 12 months.


16.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
12,899,791
11,412,225
912,465
1,382,899

12,899,791
11,412,225
912,465
1,382,899



17.


Creditors: Amounts falling due within one year

Group

Group
Restated
Company

Company
 
2023
2022
2023
2022
£
£
£
£

Trade creditors
490,329
368,648
296,485
57,553

Amounts owed to group undertakings
89,251,556
72,880,349
84,495,969
73,812,525

Corporation tax
42,185
-
-
-

Other taxation and social security
930,548
1,094,589
54,510
55,134

Other creditors
988,190
4,911,125
113,802
108,717

Accruals and deferred income
6,760,126
791,023
532,659
621,012

98,462,934
80,045,734
85,493,425
74,654,941


The prior year comparatives have been restated to correct the classification of deferred tax liabilities of £2,979,733 from Creditors: Amounts falling due within one year to Provisions.

Page 41

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.

Financial instruments


Group
Group
Company
Company

2023
2022
2023
2022

£
£
£
£

Financial assets that are debt instruments measured at amortised cost

Trade debtors
-
581,010
330,040
334,957
163,967

Amounts owed by group companies
-
2,531,029
2,401,264
17,710,782
10,069,392

Other debtors
-
4,648,201
3,151,575
377,731
11,164

-
7,760,240
5,882,879
18,423,470
10,244,523

Financial liabilities measured at amortised cost

Trade creditors
-
490,329
368,648
296,485
57,553

Amounts owed to group companies
-
89,251,556
72,880,349
84,495,969
73,812,525

Other creditors
-
988,190
4,911,125
113,802
108,717

Accruals
-
6,363,456
698,970
430,179
550,415

-
97,093,531
78,859,092
85,336,435
74,529,210





19.
Provisions - deferred taxation


Group

2023

Deferred tax liability at beginning of year
(2,979,733)

Credited to profit and loss
2,260,434

Deferred tax liability at end of year 
(719,299)


The deferred taxation balance comprises:

Group
Group
Company
Company

2023
2022
2023
2022

£
£
£
£

Deferred tax assets
783,514
964,683
551,386
889,290

Deferred tax liabilities
(719,299)
(2,979,733)
-
-

64,215
(2,015,050)
551,386
889,290


Unused tax losses
3,375,807
2,868,713
551,386
889,290

Short term timing differences
113,012
-
-
-

Arising on acquired intangible assets
(3,424,604)
(4,883,763)
-
-

64,215
(2,015,050)
551,386
889,290

There are deferred tax assets in respect of trading losses of £13,503,228 (2022: £11,474,864).
Page 42

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.Provisions - deferred taxation (continued)

Management have reviewed future forecasts and are confident that the deferred tax is recoverable. 
The net deferred tax liability expected to reverse in 2024 is £1,450,382 (2023: £1,450,382). This relates to a release of deferred tax liability which arose on the acquisition of intangible fixed assets.
Company deferred tax liabilities were £nil (2022: £nil)
The prior year comparatives have been restated to correct the classification of deferred tax liabilities of £2,979,733 from Creditors: Amounts falling due within one year to Provisions.



20.


Called up share capital

2023
2022
£
£
Allotted, called up and fully paid



100 (2022 - 100) Ordinary shares shares of £1.00 each
100
100


There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.

Page 43

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.
 

Business combinations

On 18 October 2023 the group entered into a share purchase agreement  to purchase 100% of the share capital of Sea International Media Slu for total consideration of £6,139,287. Sea International Media Slu is a leading digital classified marketplace in Spain for recreational marine vehicles.

On acquisition, a review of the assets purchased was performed, which identified trade names and customer lists as separately identifiable intangible assets, as they are separable and arose from contractual and other legal rights.

Acquisition of Sea International Media Slu

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value
£
£

Fixed Assets

Tangible assets
842
842

842
842

Current Assets

Debtors
42,476
42,476

Cash at bank and in hand
183,301
183,301

Total Assets
226,619
226,619

Creditors

Due within one year
(306,232)
(306,232)

Total identifiable net liabilities
(79,613)
(79,613)


Goodwill
4,144,700

Trade names and customer lists
2,074,200

Total purchase consideration
6,139,287

Consideration

£


Cash
6,139,287

Total purchase consideration
6,139,287

Page 44

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
6,139,287

6,139,287

Less: Cash and cash equivalents acquired
(183,301)

Net cash outflow on acquisition
5,955,986

The results of Sea International Media Slu since acquisition are as follows:

Current period since acquisition
£

Turnover
206,686

Profit for the period since acquisition
179,137


22.


Pension scheme and commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. 
During the year the group made contributions into defined contribution schemes of £91,532 (2022: £281,319), of which £5,040 (2022: £3,931) were outstanding at the end of the year and included in creditors.
The group and company has accrued contributions of £111,934 (2022: £95,005) for staff employed in the Italian branch for the end of employment contract indemnity provision, in accordance with labour laws applicable in Italy.

Page 45

 
YACHTWORLD INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Commitments under operating leases and contingent liabilities

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


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Not later than 1 year
686,726
639,842
11,226
26,194

Later than 1 year and not later than 5 years
16,432
130,248
-
-

Later than 5 years
-
271
-
-

703,158
770,361
11,226
26,194

As part of the normal course of business, the Group has to defend itself from claims. The Group considers that at the date of approval of these financial statements, the likelihood of a future material economic outflow in respect of open claims is not probable, therefore no provision has been made.


24.


Related party transactions

The company has taken advantage of the exemptions in FRS 102 from disclosing transactions with other companies that are wholly owned within the group.


25.


Post balance sheet events

On 4 January 2024 the group entered into an asset purchase agreement with Motor Gate Sarl. to purchase intangibles (trade names and customer lists) relating to You Boat, for a total consideration of €4,410,000. 


26.


Controlling party

The group's immediate parent undertaking is Boats Group LLC
The smallest group to consolidate these Financial Statements is Bimini Group Purchaser, Inc. registered address 1221, Brickell Ave, Miami FL 33131U.S.A., and the group's ultimate parent undertaking, and the largest group to consolidate these Financial Statements is Bimini Holding L.P., a Delaware U.S.A. based investment partnership. Copies of the consolidated financial statements are available from 1221 Brickell Ave, Miami FL 33131, U.S.A.

Page 46