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REGISTERED NUMBER: 01540852 (England and Wales)















Financial Statements for the Year Ended 31 December 2023

for

NORAD TRAVEL LIMITED

NORAD TRAVEL LIMITED (REGISTERED NUMBER: 01540852)






Contents of the Financial Statements
for the year ended 31 December 2023




Page

Balance Sheet 1

Notes to the Financial Statements 2


NORAD TRAVEL LIMITED (REGISTERED NUMBER: 01540852)

Balance Sheet
31 December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 4 58,000 153,038
Tangible assets 5 33,631 86,746
Investments 6 536 536
Investment property 7 175,000 175,000
267,167 415,320

CURRENT ASSETS
Debtors 8 1,675,246 1,061,066
Investments 9 1,334,743 994,000
Cash at bank 874,204 881,105
3,884,193 2,936,171
CREDITORS
Amounts falling due within one year 10 2,048,470 1,374,020
NET CURRENT ASSETS 1,835,723 1,562,151
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,102,890

1,977,471

CREDITORS
Amounts falling due after more than one
year

11

1,174,667

1,341,990
NET ASSETS 928,223 635,481

CAPITAL AND RESERVES
Called up share capital 103,828 103,828
Share premium 17,215 17,215
Capital redemption reserve 10,685 10,685
Retained earnings 796,495 503,753
SHAREHOLDERS' FUNDS 928,223 635,481

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 19 September 2024 and were signed on its behalf by:




M M Nachami - Director



I Magen - Director


NORAD TRAVEL LIMITED (REGISTERED NUMBER: 01540852)

Notes to the Financial Statements
for the year ended 31 December 2023

1. STATUTORY INFORMATION

Norad Travel Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number: 01540852

Registered office: Suite 3, Oakfield Barn
Brows Farm Business Park
Farnham Road
Liss
Hampshire
GU33 6JG

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

- the amount of revenue can be measured reliably;
- it is probable that the Company will receive the consideration due under the contract;
- the stage of completion of the contract at the end of the reporting period can be measured reliably;
- the costs incurred and the costs to complete the contract can be measured reliably.

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Statement of Comprehensive Income over its useful economic life.

The estimated useful economic life of goodwill is 10 years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Improvements to property - 2% on cost
Office Equipment - 25% on cost
Fixtures and fittings - 15% on cost
Motor vehicles - 25% on reducing balance

NORAD TRAVEL LIMITED (REGISTERED NUMBER: 01540852)

Notes to the Financial Statements - continued
for the year ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Investment property
Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

Financial instruments
The Company 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.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

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 Company would receive for the asset if it were to be sold at the balance sheet date.

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.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

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

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

NORAD TRAVEL LIMITED (REGISTERED NUMBER: 01540852)

Notes to the Financial Statements - continued
for the year ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company 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 statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Provision for liabilities
Provisions are made where an event has taken place that gives the Company 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 Company 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.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 36 (2022 - 32 ) .

4. INTANGIBLE FIXED ASSETS
Goodwill
£   
COST
At 1 January 2023 839,264
Disposals (119,004 )
At 31 December 2023 720,260
AMORTISATION
At 1 January 2023 686,226
Amortisation for year 69,000
Eliminated on disposal (92,966 )
At 31 December 2023 662,260
NET BOOK VALUE
At 31 December 2023 58,000
At 31 December 2022 153,038

NORAD TRAVEL LIMITED (REGISTERED NUMBER: 01540852)

Notes to the Financial Statements - continued
for the year ended 31 December 2023

5. TANGIBLE FIXED ASSETS
Improvements Fixtures
to Office and Motor
property Equipment fittings vehicles Totals
£    £    £    £    £   
COST
At 1 January 2023 71,727 167,776 69,825 27,746 337,074
Additions - 968 1,832 - 2,800
Disposals (37,669 ) - - (27,746 ) (65,415 )
At 31 December 2023 34,058 168,744 71,657 - 274,459
DEPRECIATION
At 1 January 2023 8,878 162,252 67,639 11,559 250,328
Charge for year 1,387 3,070 1,962 4,626 11,045
Eliminated on disposal (4,360 ) - - (16,185 ) (20,545 )
At 31 December 2023 5,905 165,322 69,601 - 240,828
NET BOOK VALUE
At 31 December 2023 28,153 3,422 2,056 - 33,631
At 31 December 2022 62,849 5,524 2,186 16,187 86,746

6. FIXED ASSET INVESTMENTS
Other
investments
£   
COST
At 1 January 2023
and 31 December 2023 536
NET BOOK VALUE
At 31 December 2023 536
At 31 December 2022 536

7. INVESTMENT PROPERTY
Total
£   
FAIR VALUE
At 1 January 2023
and 31 December 2023 175,000
NET BOOK VALUE
At 31 December 2023 175,000
At 31 December 2022 175,000

The 2023 valuations were made by the directors, on an open market value for existing use basis.

NORAD TRAVEL LIMITED (REGISTERED NUMBER: 01540852)

Notes to the Financial Statements - continued
for the year ended 31 December 2023

8. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade debtors 1,392,345 863,543
Other debtors 282,901 197,523
1,675,246 1,061,066

9. CURRENT ASSET INVESTMENTS
2023 2022
£    £   
Restricted cash 1,334,743 994,000

10. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Bank loans and overdrafts 100,000 100,000
Hire purchase contracts - 6,408
Trade creditors 1,597,593 1,093,756
Taxation and social security 144,644 83,337
Other creditors 206,233 90,519
2,048,470 1,374,020

11. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2023 2022
£    £   
Bank loans 216,667 316,667
Hire purchase contracts - 11,864
Amounts owed to group undertakings 958,000 994,000
Other creditors - 19,459
1,174,667 1,341,990

12. SECURED DEBTS

The hire purchase liabilities are secured on the assets to which they relate.

The bank loan is guaranteed by the UK Government under the Coronavirus Large Business Interruption Loan Scheme, and security has been given over the investment property.

13. DEFERRED TAX
£   
Balance at 1 January 2023 (14,089 )
Accelerated Capital Allowances
Balance at 31 December 2023 (14,089 )

14. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Catherine Edwards BSc FCA (Senior Statutory Auditor)
for and on behalf of Richardson Swift Audit Ltd

NORAD TRAVEL LIMITED (REGISTERED NUMBER: 01540852)

Notes to the Financial Statements - continued
for the year ended 31 December 2023

15. OTHER FINANCIAL COMMITMENTS

At the period end, the total of future minimum lease payments under non-cancellable operating leases was £74,866 ( 2023: £175,570).

16. POST BALANCE SHEET EVENTS

On 25 March 2024, the Company together with the parent company ('The Companies") signed a non-binding letter of principles (HOA) with the shareholders of a company operating in the field of business travel in the United Kingdom ("the Target company"). This letter updates the letter of intent that was signed with those shareholders in July 2023, since due to external circumstances it was not possible for the Companies to complete the due diligence and move forward with the execution of the deal in accordance with the schedules established in the letter of intent from July 2023.

According to the letter of intent, subject to the completion of due diligence to the satisfaction of both parties, the Company will acquire 100% of the shares of the Target company, where upon completion of the transaction the Company will allocate 49% of its shares to the shareholders of the Target company in exchange for 79% of the shares of the Target company, and for the balance 21% of the shares of the Target company, the Company will pay an advance in the amount of £3 million. The balance due for the 21% of the Target company's shares, will be determined in accordance with the conditions that will be agreed between the parties and will be paid 13 months after the completion of the transaction.

17. PARENT COMPANY

The parent company is Talma Shlomo Travel Solutions Limited.