Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-312023-12-310false32023-01-013falsefalse 14168670 2023-01-01 2023-12-31 14168670 2022-06-13 2022-12-31 14168670 2023-12-31 14168670 2022-12-31 14168670 1 2023-01-01 2023-12-31 14168670 d:Director1 2023-01-01 2023-12-31 14168670 d:Director2 2023-01-01 2023-12-31 14168670 d:Director3 2023-01-01 2023-12-31 14168670 d:RegisteredOffice 2023-01-01 2023-12-31 14168670 c:Buildings c:LongLeaseholdAssets 2023-01-01 2023-12-31 14168670 c:FurnitureFittings 2023-01-01 2023-12-31 14168670 c:OfficeEquipment 2023-01-01 2023-12-31 14168670 c:Goodwill 2023-01-01 2023-12-31 14168670 c:CurrentFinancialInstruments 2023-12-31 14168670 c:CurrentFinancialInstruments 2022-12-31 14168670 c:CurrentFinancialInstruments 1 2023-12-31 14168670 c:CurrentFinancialInstruments 1 2022-12-31 14168670 c:CurrentFinancialInstruments 6 2023-12-31 14168670 c:CurrentFinancialInstruments 6 2022-12-31 14168670 c:Non-currentFinancialInstruments 2023-12-31 14168670 c:Non-currentFinancialInstruments 2022-12-31 14168670 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 14168670 c:CurrentFinancialInstruments c:WithinOneYear 2022-12-31 14168670 c:Non-currentFinancialInstruments c:AfterOneYear 2023-12-31 14168670 c:Non-currentFinancialInstruments c:AfterOneYear 2022-12-31 14168670 c:Non-currentFinancialInstruments c:BetweenTwoFiveYears 2023-12-31 14168670 c:Non-currentFinancialInstruments c:BetweenTwoFiveYears 2022-12-31 14168670 c:ShareCapital 2023-01-01 2023-12-31 14168670 c:ShareCapital 2023-12-31 14168670 c:ShareCapital 2022-06-13 2022-12-31 14168670 c:ShareCapital 2022-12-31 14168670 c:ForeignCurrencyTranslationReserve 2023-01-01 2023-12-31 14168670 c:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 14168670 d:OrdinaryShareClass1 2023-01-01 2023-12-31 14168670 d:OrdinaryShareClass1 2023-12-31 14168670 d:FRS102 2023-01-01 2023-12-31 14168670 d:Audited 2023-01-01 2023-12-31 14168670 d:FullAccounts 2023-01-01 2023-12-31 14168670 d:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 14168670 c:Subsidiary1 2023-01-01 2023-12-31 14168670 c:Subsidiary1 1 2023-01-01 2023-12-31 14168670 d:Consolidated 2023-12-31 14168670 d:ConsolidatedGroupCompanyAccounts 2023-01-01 2023-12-31 14168670 2 2023-01-01 2023-12-31 14168670 4 2023-01-01 2023-12-31 14168670 6 2023-01-01 2023-12-31 14168670 9 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 14168670










FUJI TOPCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
FUJI TOPCO LIMITED
 
 
COMPANY INFORMATION


Directors
N Kahn 
N Meyohas 
D Morris 




Registered number
14168670



Registered office
23a Church Road
Poole

Parkstone

Dorset

England

BH14 8UF




Independent auditors
Xeinadin Audit Limited
Chartered Accountants & Statutory Auditor

36 Old Jewry

London

England

EC2R 8DD





 
FUJI TOPCO LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 6
Directors' Report
7 - 8
Independent Auditors' Report
9 - 12
Consolidated Statement of Comprehensive Income
13 - 14
Consolidated Statement of Financial Position
15
Company Statement of Financial Position
16
Consolidated Statement of Changes in Equity
17 - 18
Company Statement of Changes in Equity
19
Consolidated Statement of Cash Flows
20 - 21
Consolidated Analysis of Net Debt
22
Notes to the Financial Statements
23 - 44


 
FUJI TOPCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Strategic Report for the period ended 31 December 2023.

Strategic review
 
The Group arranges expertly designed, seamlessly delivered cultural adventures for clients who value caring, personalised service at every interaction. The Group has two brands, InsideJapan Tours and InsideAsia Tours. 
This was the first full year since the COVID-19 pandemic that saw all our destinations and source markets fully re-opened for travel.
The Group’s strategy during the pandemic was to ensure we would be ready for the return of travel and the future growth of the business by:

Retaining key staff and knowledge
Providing an excellent service to customers
Seeking external investment and expertise

This put the Group in a good place to deliver a full program of trips in 2023 with over 10,700 passengers travelling with us to Japan, South Korea, and SE Asia. Our investment in customer service enabled us to provide 24/7/365 global customer support for our customers and we recorded a customer NPS of 86 for the year.
The Group received the following industry and consumer recognition:
 
UK
TTG Luxury Awards 2023 Specialist Luxury Tour Operator of the Year – Winner – InsideJapan Tours 
Wanderlust Readers Travel Awards 2023 - Best Specialist Tour Operator - #4 - InsideAsia Tours

USA
Conde Nast Traveler 2023 Readers Choice Awards - 
Best Travel Specialists in the World 2023 - #6 InsideJapan Tours
Travel + Leisure The Worlds’ Best Awards - Readers’ Tour Operators of 2023 - #10 InsideJapan Tours
 
Australia
National Travel Industry Awards (NTIA) - Most Outstanding Tour Operator (Specialist) - Finalist
National Travel Industry Awards (NTIA) - Rookie of the Year - Finalist - InsideJapan Tours
Travel Weekly (AU) - Women in Travel Awards - Finalist – InsideJapan Tours


The Group rebuilt the team during this period, adding over 80 new team members. The Sales function was strengthened with significant new hires creating a scalable global team. In the Marketing team the Group built digital marketing and trade capabilities, and in Finance the Group invested in a commercial finance function. The Q4 2023 staff survey resulted in an employee NPS of 28 (regarded as a ‘Good’ score).

Page 1

 
FUJI TOPCO LIMITED
 

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

Post-reporting period and outlook for the current financial year
 
The Group has experienced a strong start to the new financial year with demand remaining buoyant and sales targets being hit. 
The Group continues to focus on growing its InsideAsia Tours brand with new destinations planned for 2024 and investment in its website.
Internal capacity will continue to grow with the team projected to expand by a further 50 heads in 2024. 

Sustainability report
 
The Group's sustainability vision is to build a global ‘cultural adventure’ tour operator which leads the travel industry towards a more sustainable future and protects travel for future generations.
 
The Group believes that travel can be a force for social and economic good and the Group prioritise using smaller local suppliers and building long-term relationships to maximise the positive impact of our trips.  
The Group's main projects are listed below using our Purpose, Planet, People framework.

Purpose
 
B Corp Accreditation

Certified B Corporations are businesses that meet the highest standards of verified social and environmental performance, public transparency, and legal accountability to balance profit and purpose.  The Group became a certified B Corp in May 2023 achieving 80.3 points. The Group has an action plan to achieve at least 90 points when it recertifies in 2026.
Following certification, the Group joined Travel by B Corp in June 2023. This collection of B Corp travel companies aims to help UK consumers travel better by choosing B Corp certified travel businesses. The Group is an active member of the Learning and Sharing sub-group.
 
Travelife Partner Renewal 

Travelife is a leading training, management and certification initiative for tourism companies committed to  reaching sustainability. The Group recertified as Travelife Partner for our UK branch in July 2023 and recertified for our USA, Japan and Australia branches in March 2024. 
 
Staff Sustainability Training

A comprehensive internal sustainability training programme is part of the onboarding programme for all staff and this was significantly updated and expanded in 2023. As of 31 December 2023, 71% of active staff had completed the final assessment of this programme.
 
Accommodation Sustainability Rating

Based on our Supplier Sustainability Survey in Japan in 2022, and by using other travel sustainable ratings, 59% of InsideAsia Tours accommodation and 17% of core Japan accommodation has a Silver or above rating in the Group's product database. The Group will be integrating the ratings into staff training in 2024.
 
Community Tourism

In 2023 the Group operated eight “Hidden Japan” Small Group Tours with a total of 105 customers visiting Joge town (Hiroshima Prefecture, Japan). The project supports and engages with the local community in this area
Page 2

 
FUJI TOPCO LIMITED
 

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

which has suffered from depopulation and provides our clients with an opportunity to get off the beaten path. The Group plans to include a community tourism experience in every small group tour for 2026.
 

Planet

Measurement
 
The Group worked with carbon consultants ecollective to measure our Scope 1, 2, and 3 emissions, including both our business and client trip emissions measured in carbon dioxide equivalent (C02e), a standard unit for measuring carbon footprints.

Total emission by Scope (kg CO2e)
2023
2022
Scope 1 (Direct emissions from owned, leased or directly controlled stationary sources that use fossil fuels and/or emit fugitive emissions (e.g. refrigerant gasses)
4,414kg
4,485kg
Scope 2 (emissions from the generation of purchased electricity, heat, steam, or cooling)
30,239kg
26,986kg
Scope 3 (Purchased goods and services, capital goods, fuel and energy related activities, upstream transportation and distribution, waste generated in operations, business travel, employee commuting and homeworking, use of sold products)
17,007,893kg
3,219,390kg
Total (Scopes 1, 2, and 3)
17,042,546kg
3,250,761kg

Emissions KPIs (kg CO2e)
2023
2022
Average carbon footprint per customer per night (includes internationsl flights booked by ITG, but not if booked by the customer)
122kg
130kg
Average carbon footprint per customer per night (without international flights)
40kg
45kg
Average carbon footprint per customer per night (if all bookings included international flights)
291kg
288kg


Carbon offset

The Group promotes lower carbon modes of travel in destination and minimises its carbon footprint where it's possible. However, we acknowledge that there is a significant CO2e footprint to international travel, especially from flights, and CO2e cannot be eliminated at all our premises. 
The Group includes a carbon offset for all bookings over four nights in duration, based on the emissions of a typical trip’s flights and ground arrangements (accommodation, transport, activities) and regardless of whether customers book their flights through us or independently. 
In 2023, 50,000 tonnes of emissions were offset through Climate Impact Partners’ Household Biogas Project in
Vietnam and Renewable Wind Energy Project in India.
 
Reduce

The Group has a target to reduce its carbon emissions by 50% by 2030, or around 8% per year, which is predicated on science-based targets. The Group is focusing on three key decarbonisation Scope 3 areas: international flights, internal flights, and transport on its trips.

 
Page 3

 
FUJI TOPCO LIMITED
 

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

Regenerate

In 2023 The Group donated £6,000 to nature positive projects including:
 
330+ native trees planted along Kinabatangan River in Malaysian Borneo. 
Protective equipment for reducing human-bear conflict in Karuizawa, Japan.
Equipment to protect the Japanese Giant Salamander in Tottori, Japan.

People

Transport Card Donation Scheme

The Group's InsideJapan Tour clients can donate the remaining credit from their used transport cards to Japan’s first foodbank, Second Harvest, using a pre-paid envelope the Group provides them with. During 2023 the Group's clients donated 2,768 cards with a total value of £10,167. This is equivalent to the distribution of over 23,175 meals.
 
Volunteering

All employees are entitled to one paid day of volunteering leave a year. The Group offers volunteering opportunities in each branch and encourage employees to volunteer with projects important to them.


2023
2022
Total volunteer time per active member of staff
0.34 days
0.31 days
Total hours volunteered
380 hours
278 hours

Charity partnerships

The Group has an annually renewed board commitment to give back 5% of pre-tax profits to various charities in both our source and destination markets that help families in difficult circumstances to get a well-needed break away from home. The 2023 give back was £128,000. In addition to this, staff and Group donations raised a further £9,760 for our charity partners.

Page 4

 
FUJI TOPCO LIMITED
 

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

Principal risks and uncertainties

The management of the business and execution of the Group’s strategies are subject to a number of risks. The key business risks and uncertainties of the Group are considered below:
 
Geo-political events and natural disasters - our customers travel to politically stable countries in Japan and South-East Asia. The Group has a management infrastructure to review potential natural disasters, crisis management plans in place, and a team experienced in dealing with natural disasters. 
 
Financial risk – the Group operates in a sector that is exposed to financial risk caused by the volatility of foreign currency exchange rates. The Group is directly exposed to movements in exchange rates as a large proportion of the travel components it sells are denominated in foreign currency. This risk is mitigated by hedging. 
 
Commercial relationships – the Group has well established and close relationships with suppliers and risk is spread by not placing an over-reliance on any one supplier in any one area. The management team meets regularly with suppliers to maintain good working relationships and to understand the suppliers’ financial position. 
 
Information technology – the Group is heavily reliant upon information technology. Investment is continually being made to ensure the Group has advanced and efficient systems in place to speed up processing, reduce costs and enhance reporting. However, there is a risk if there is a major failure, particularly if it were to affect selling systems. Procedures are therefore in place to minimise the time the selling system is unavailable in the event of such a failure. 
 
Consumer confidence – the demand for tailormade and small group tour travel is affected by local and global economic conditions. The directors believe the Group can adapt quickly to changes in outbound demand and local market conditions as it continues to be flexible in its customer proposition to suit the economic climate. Notwithstanding, a prolonged period of booking slowdown, such as evidenced by the COVID-19 outbreak, would adversely affect financial results.

Key performance indicators
 
The directors consider turnover, gross profit, operating profit, client satisfaction (based on ‘excellent’ and ‘good’ reviews), and employee NPS to be key performance indicators. 
The position for the current and prior reporting periods are as follows:
 
Metrics
Year ended
31 December 2023
6 month
period ended 
31 December 2022
Turnover
£50,104,409
£7,029,087
Gross profit
£16,389,634
£1,669,475
Operating Profit/(Loss)
£3,048,754
(£2,988,936)
Client satisfaction ('excellent' and 'good' reviews)
98.3%
99.0%
Employee NPS
28
26

Performance is in line with the directors' expectations and demonstrates strong demand in each of our markets.



Page 5

 
FUJI TOPCO LIMITED
 

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

Strategy
 
The principal pillars for growth are:
 
the Group's market leading position for travel to Japan
growing the InsideAsia brand with new destination countries
the Group's presence in three core sales markets - the UK, USA, and Australia
the Group's high levels of customer satisfaction and excellent reputation with the travel trade
taking an industry leading apporach to sustainability and positive impact
 
Demand for the Inside Travel Group style of ‘Cultural Adventure’ travel - pairing sightseeing with cultural experiences and a slice of everyday local life - to Japan and Asia continues to be popular. By increasing the Group's profile through PR and using digital marketing to reach more people who are looking for our style of travel, we will bring new customers into the business. By providing a high level of customer service and using the Group's specialist knowledge to create great travel experiences, the Group will encourage these customers to repeat with us and recommend us. Further the Group will continue to invest in its teams, training, delivery capabilities, and systems and IT systems to support the strategy. From enquiries and booking levels in 2024 to date, the the Group is well positioned to continue its growth trajectory. 


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


N Kahn
Director

Date: 25 September 2024

Page 6

 
FUJI TOPCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Directors' responsibilities statement

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

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


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

make judgements and accounting estimates that are reasonable and prudent;

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

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

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

Principal activity

The principal activity of the Group was that of marketing and arranging accommodation and itineraries for tourist visits to Asia, operating from its UK head office and branches in Japan, USA and Australia.

Business review

Further information on the business review for the Group can be found in the Strategic Report.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £2,598,521 (2022 - loss £2,119,243).

The Group paid dividends of £nil (prior period: £nil) during the period. No dividends have been declared post period-end.

Directors

The directors who served during the year were:

N Kahn 
N Meyohas 
D Morris 

Page 7

 
FUJI TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Political contributions

During the period, the Group made political contributions of £nil (2022: £nil) and charitable donations of £136,015 (2022: £890).

Future developments

The Group has emerged strongly from the pandemic and the directors are pleased with the significant upturn in demand and evidence of capacity recovery in destination markets. Further information on the future plans for the Group can be found in the Strategic Report.

Branches outside the United Kingdom

The Group operates branches located in the USA, Australia and Japan.

Disclosure of information to auditors

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

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

Post balance sheet events

The directors have concluded that no other material events have occurred since the date of approval of these financials statements that would affect the financial statements of the Group.

Auditors

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

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





N Kahn
Director

Date: 25 September 2024

Page 8

 
FUJI TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FUJI TOPCO LIMITED
 

Opinion


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


In our opinion the financial statements:


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


Basis for opinion


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


Conclusions relating to going concern


In forming our opinion, we have considered the adequacy of the disclosures made in the financial statements concerning the Group's or the parent Company's ability to continue as a going concern. The Group reported a profit of £3,787,826 for the year ended 31 December 2023 and, as of that date, the Group had net liabilities of £277,238. We draw your attention to note 2.3
The financial statements do not include any adjustments that would result from a failure to continue as a going concern.


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


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


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


Page 9

 
FUJI TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FUJI TOPCO LIMITED (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

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


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


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 10

 
FUJI TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FUJI TOPCO LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
 
Enquiry of management and those charged with governance around actual and potential litigation and claims;
Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations;
Reviewing minutes of meetings of those charged with governance;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for biasy.
 
Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Group is subject to many other laws and regulations where the consequence of noncompliance could have a material effect on amounts or disclosures in the financial statements, for instance the imposition of fines or litigation or the loss of the Group’s license to operate. We identified the following areas as those most likely to have such an effect: health and safety including data protection laws, anti-bribery, money laundering, employment law and ATOL, ABTA and ABTOT compliance recognising the nature of the Group’s activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 11

 
FUJI TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FUJI TOPCO LIMITED (CONTINUED)


Use of our report
 

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





Ian Palmer FCA (Senior Statutory Auditor)
  
for and on behalf of
Xeinadin Audit Limited
 
Chartered Accountants
Statutory Auditor
  
36 Old Jewry
London
England
EC2R 8DD

 
Date: 
25 September 2024
Page 12

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

Year ended
31 December
6 month period ended
31 December
2023
2022
Note
£
£

  

Turnover
 4 
50,104,409
7,029,087

Cost of sales
  
(33,714,775)
(5,359,612)

Gross profit
  
16,389,634
1,669,475

Administrative expenses
  
(12,516,069)
(4,550,913)

Exceptional administrative expenses
 13 
(824,811)
(138,000)

Other operating income
 5 
-
30,502

Operating profit/(loss)
 6 
3,048,754
(2,988,936)

Fair value movements
  
(568,647)
655,354

Amounts written off investments
  
-
(73,610)

Interest receivable and similar income
 10 
5,547
4,948

Interest payable and similar expenses
 11 
(582,986)
(190,081)

Profit/(loss) before taxation
  
1,902,668
(2,592,325)

  

Tax on profit/(loss)
 12 
1,885,158
19,520

Profit/(loss) for the financial year
  
3,787,826
(2,572,805)

  

Fair value movements
  
(315,279)
-

Other comprehensive income for the year
  
(315,279)
-

Total comprehensive income for the year
  
3,472,547
(2,572,805)

Profit/(loss) for the year attributable to:
  

Non-controlling interests
  
1,189,305
(453,562)

Owners of the parent Company
  
2,598,521
(2,119,243)

  
3,787,826
(2,572,805)
Page 13

 
FUJI TOPCO LIMITED
 

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



Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
1,099,227
(453,562)

Owners of the parent Company
  
2,373,320
(2,119,243)

  
3,472,547
(2,572,805)

The notes on pages 23 to 44 form part of these financial statements.

Page 14

 
FUJI TOPCO LIMITED
REGISTERED NUMBER: 14168670

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 15 
4,247,568
5,886,130

Tangible assets
 16 
326,671
342,843

  
4,574,239
6,228,973

Current assets
  

Debtors: amounts falling due within one year
 18 
4,645,603
1,378,349

Cash at bank and in hand
 19 
7,246,577
3,572,816

  
11,892,180
4,951,165

Creditors: amounts falling due within one year
 20 
(11,185,577)
(8,009,931)

Net current assets/(liabilities)
  
 
 
706,603
 
 
(3,058,766)

Total assets less current liabilities
  
5,280,842
3,170,207

Creditors: amounts falling due after more than one year
 21 
(5,558,080)
(5,742,948)

Net liabilities
  
(277,238)
(2,572,741)


Capital and reserves
  

Called up share capital 
 24 
64
64

Foreign exchange reserve
 25 
(225,201)
-

Profit and loss account
 25 
1,196,578
(2,119,243)

Equity attributable to owners of the parent Company
  
971,441
(2,119,179)

Non-controlling interests
  
(1,248,679)
(453,562)

  
(277,238)
(2,572,741)


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




N Kahn
Director

Date: 25 September 2024

The notes on pages 23 to 44 form part of these financial statements.

Page 15

 
FUJI TOPCO LIMITED
REGISTERED NUMBER: 14168670

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 17 
64
64

Debtors due after more than one year
 18 
4,458,995
4,173,058

Current assets
  

Debtors: amounts falling due within one year
 18 
247,333
-

  
247,333
-

Creditors: amounts falling due within one year
 20 
(247,333)
-

Net current assets
  
 
 
-
 
 
-

Total assets less current liabilities
  
4,459,059
4,173,122

  

Creditors: amounts falling due after more than one year
 21 
(4,458,995)
(4,173,058)

  

Net assets
  
64
64


Capital and reserves
  

Called up share capital 
 24 
64
64

  
64
64


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


N Kahn
Director

Date: 25 September 2024

The notes on pages 23 to 44 form part of these financial statements.

Page 16

 
FUJI TOPCO LIMITED
 

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


Called up share capital
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity

£
£
£
£
£
£

At 1 January 2023
64
-
(2,119,243)
(2,119,179)
(453,562)
(2,572,741)


Comprehensive income for the year

Profit for the year

-
-
2,598,521
2,598,521
1,189,305
3,787,826

Changes in fair value of foreign
exchange hedging instrument,
 net of tax
-
(225,201)
-
(225,201)
(90,078)
(315,279)


Other comprehensive income for the year
-
(225,201)
-
(225,201)
(90,078)
(315,279)


Total comprehensive income for the year
-
(225,201)
2,598,521
2,373,320
1,099,227
3,472,547


Contributions by and distributions to owners

Adjustments to Goodwill
-
-
-
-
(1,219,889)
(1,219,889)

Additional paid in capital
-
-
717,300
717,300
(674,455)
42,845


Total transactions with owners
-
-
717,300
717,300
(1,894,344)
(1,177,044)


At 31 December 2023
64
(225,201)
1,196,578
971,441
(1,248,679)
(277,238)


The notes on pages 23 to 44 form part of these financial statements.

Page 17

 
FUJI TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity

£
£
£
£
£


Comprehensive income for the period

Loss for the period

-
(2,119,243)
(2,119,243)
(453,562)
(2,572,805)


Other comprehensive income for the period
-
-
-
-
-


Total comprehensive income for the period
-
(2,119,243)
(2,119,243)
(453,562)
(2,572,805)


Contributions by and distributions to owners

Shares issued during the period
64
-
64
-
64


Total transactions with owners
64
-
64
-
64


At 31 December 2022
64
(2,119,243)
(2,119,179)
(453,562)
(2,572,741)


The notes on pages 23 to 44 form part of these financial statements.

Page 18

 
FUJI TOPCO LIMITED
 

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


Called up share capital
Total equity

£
£


Contributions by and distributions to owners

Shares issued during the period
64
64



At 1 January 2023
64
64


Total transactions with owners
-
-


At 31 December 2023
64
64


The notes on pages 23 to 44 form part of these financial statements.

Page 19

 
FUJI TOPCO LIMITED
 

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

2023
2022
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
3,787,826
(2,572,805)

Adjustments for:

Amortisation of intangible assets
505,806
317,848

Depreciation of tangible assets
211,405
108,762

Impairments of fixed assets
-
73,610

Loss on disposal of tangible/intangible assets
7,823
191,978

Interest paid
582,986
190,081

Interest received
(5,547)
(4,948)

Taxation profit
(1,885,158)
(19,520)

(Increase)/decrease in debtors
(1,222,290)
143,502

Increase in creditors
2,289,330
2,000,703

Foreign exchange
(220,573)
(655,354)

Corporation tax (paid)/received
(60,828)
-

Net cash generated from operating activities

3,990,780
(226,143)


Cash flows from investing activities

Purchase of intangible fixed assets
(94,755)
(41,371)

Purchase of tangible fixed assets
(195,434)
(26,883)

Interest received
5,547
126

On acquisition of subsidiary
-
2,634,046

Net cash from investing activities

(284,642)
2,565,918
Page 20

 
FUJI TOPCO LIMITED
 

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


2023
2022

£
£



Cash flows from financing activities

Issue of ordinary shares
17,490
64

Other new loans
-
1,250,000

Interest paid
(49,867)
(17,023)

Net cash used in financing activities
(32,377)
1,233,041

Net increase in cash and cash equivalents
3,673,761
3,572,816

Cash and cash equivalents at beginning of year
3,572,816
-

Cash and cash equivalents at the end of year
7,246,577
3,572,816


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
7,246,577
3,572,816

7,246,577
3,572,816


The notes on pages 23 to 44 form part of these financial statements.

Page 21

 
FUJI TOPCO LIMITED
 

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





At 1 January 2023
Cash flows
Other non-cash changes
At 31 December 2023
£

£

£

£

Cash at bank and in hand

3,572,816

3,673,761

-

7,246,577

Debt due after 1 year

(4,500,000)

-

(458,995)

(4,958,995)


-

-

-

-


(927,184)
3,673,761
(458,995)
2,287,582

The notes on pages 23 to 44 form part of these financial statements.

Page 22

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Fuji Topco Limited is a private company limited by shares incorporated in England and Wales, United Kingdom.
The address of the registered company is given on the Company Information page of these financial statements.
The principal activity of the Group is marketing and arranging accomodation and itineraries for tourist visits to Asia.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

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

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

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

Page 23

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

The Group had net current liabilities of £277,238 as at 31 December 2023 and reported a profit of £3,787,826 for the period.
During the pandemic, the Group sought to retain key staff to enable it to quickly benefit from the resumption of tourist travel to Japan. Since unrestricted tourist travel resumed on 11 October 2022 this approach has been borne out by the rapid recovery of booking numbers and by the Group’s performance since the Statement of Financial Position date. The Group has also been successful in raising additional external funding from shareholders and has reduced bank debt.
The directors have prepared forecasts taking into account the Group’s current position, and future expected performance, and are confident that the Group will be able to continue to meet its liabilities as they fall due for a period of not less than 12 months from the date these accounts are signed.

 
2.4

Foreign currency translation

Functional and presentation currency

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.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue represents income received or receivable net of Value Added Tax, for tours departing during the financial year, recognised on a departure date basis.

Page 24

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

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

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

 
2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants of a revenue nature are recognised in the Consolidated Statement of Profit and Loss account in the same period as the related expenditure.
During the period the Group benefitted from taking advantage of government support in Australia (see note 5).

 
2.8

Interest income

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

 
2.9

Finance costs

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

 
2.10

Pensions

Defined contribution pension plan

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

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

Page 25

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

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

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

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

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

 
2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 26

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

Intangible assets

Goodwill

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

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.

 
2.14

Tangible fixed assets

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

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

Depreciation is provided on the following basis:

Leasehold improvements
-
20%
Fixtures and fittings
-
15%
Office equipment
-
20%

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

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

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.16

Debtors

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

Page 27

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

Cash and cash equivalents

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

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

 
2.18

Creditors

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

  
2.19

Hire purchases

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets and depreciated over the shorter of the lease term and their useful lives. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the Consolidated Statement of Comprehensive Income so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
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 reporting 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 Statement of Financial Position.

Page 28

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.21

Hedge accounting

The Group uses foreign currency forward contracts to manage its exposure to cash flow risk on its foreign currency receipts and payments. These derivatives are measured at fair value at each Statement of Financial Position date.
To the extent the cash flow hedge is effective, movements in fair value are recognised in other Comprehensive Income and presented in a separate cash flow hedge reserve. Any ineffective portions of those movements are recognised in the Consolidated Statement of Comprehensive Income for the period.
Gains and losses on the hedging instruments and the hedged items are recognised in profit or loss for the period. When a hedged item is an unrecognised firm commitment, the cumulative hedging gain or loss on the hedged item is recognised as an asset or liability with a corresponding gain or loss recognised in the Statement of Comprehensive Income.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are recognised to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the Consolidated Statement of Comprehensive Income in the period in which the estimate is revised where the revision affects only that period, or in the period of revision and future periods where the revision affects both current and future periods.

Page 29

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

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


Year ended
31 December
6 month period ended
31 December
2023
2022
£
£

Tour Operating
50,104,409
7,029,087


Analysis of turnover by country of destination:

Year ended
31 December
6 month period ended
31 December
2023
2022
£
£

United Kingdom
25,753,805
3,050,964

Rest of the world
24,350,604
3,978,123

50,104,409
7,029,087



5.


Other operating income

Year ended
31 December
6 month period ended
31 December
2023
2022
£
£

Overseas government grants receivable
-
30,502

-
30,502


Page 30

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

Year ended
31 December
6 month period ended
31 December
2023
2022
£
£

Amortisation of intangible fixed assets including goodwill
505,806
317,848

Loss on disposal of intangible fixed assets
7,622
191,775

Depreciation of tangible fixed assets
211,405
108,762

Foreign exchange differences
20,383
602,376

Defined contribution pension cost
242,930
84,715

Other operating lease rentals
577,367
262,066


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


Year ended
31 December
6 month period ended
31 December
2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
15,500
15,000

Page 31

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Employees

Staff costs were as follows:


Group
Group
 Year ended 31 December 2023
6 month
 period ended
 31 December 2022
£
£


Wages and salaries
6,932,163
2,313,808

Social security costs
784,224
231,781

Cost of defined contribution scheme
242,930
84,715

7,959,317
2,630,304


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



Group
Group
Company
Company
Year ended
     31 December
6 month  
period ended
      31 December
Year ended
     31 December
6 month  
period ended
      31 December
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Sales and administration
165
121
3
3


9.


Directors' remuneration

The directors of the parent company did not receive any remuneration for the year.



Key management includes the directors and senior management. The compensation paid or payable to key management personnel of the Group for employee services carried out during the period amounted to £1,100,020 (2022: £566,133)


10.


Interest receivable and similar income

Year ended
31 December
6 month period ended
31 December
2023
2022
£
£


Other interest receivable
5,547
4,948

Page 32

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Interest payable and similar expenses

Year ended
31 December
6 month period ended
31 December
2023
2022
£
£


Bank interest payable
45,756
14,458

Other loan interest payable
537,230
173,058

Other interest payable
-
2,565

582,986
190,081


12.


Taxation


Year ended
31 December
6 month period ended
31 December
2023
2022
£
£

Corporation tax


Adjustments in respect of previous periods
-
(19,520)

Foreign tax


Foreign tax on income for the year
115,860
-

Total current tax
115,860
(19,520)


Origination and reversal of timing differences
(2,001,018)
-


Tax on loss
(1,885,158)
(19,520)
Page 33

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is higher than (2022 - the same as) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

Year ended
31 December
6 month period ended
31 December
2023
2022
£
£


Profit/(loss) on ordinary activities before tax
1,902,668
(2,592,325)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
447,508
(492,542)

Effects of:


Fixed asset timing differences
(1,290)
10,929

Expenses not deductible for tax purposes
189,261
41,486

Remeasurement of deferred tax for changes in tax rate
47,187
(120,659)

Movement in deferred tax not recognised
(2,798,387)
502,748

Adjustments to tax charge in respect of previous periods
-
(19,520)

Other differences leading to an increase in tax charge
113,258
58,038

Foreign tax
115,860
-

Other tax charge (relief)
1,445
-

Total tax charge for the year/period
(1,885,158)
(19,520)


Factors that may affect future tax charges

The Group has a carried forward loss of £6.9m. 
The rate of corporation tax has been increased from 19% to 25% with effect from 1 April 2023. Future tax charges will be based on the revised tax rate.

Page 34

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Exceptional items

Year ended
31 December
6 month period ended
31 December
2023
2022
£
£


Exceptional items
824,811
138,000

The exceptional charge in the period relates to strategic advisory costs (prior period related to the writeoff of an intercompany loan amount).


14.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year/period was £nil (2022 - £nil).

Page 35

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Intangible assets

Group





Computer software
Goodwill
Total

£
£
£



Cost


At 1 January 2023
119,083
6,099,510
6,218,593


Additions - internal
94,755
-
94,755


Disposals
(17,444)
-
(17,444)


Adjustments
-
(1,219,889)
(1,219,889)



At 31 December 2023

196,394
4,879,621
5,076,015



Amortisation


At 1 January 2023
27,488
304,975
332,463


Charge for the year on owned assets
24,264
481,542
505,806


On disposals
(9,822)
-
(9,822)



At 31 December 2023

41,930
786,517
828,447



Net book value



At 31 December 2023
154,464
4,093,104
4,247,568



At 31 December 2022
91,595
5,794,535
5,886,130



Company
There are no intangible fixed assets held in the Parent Company.

Page 36

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Tangible fixed assets

Group






Long-term leasehold property
Fixtures and fittings
Office equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2023
844,742
103,438
482,652
1,430,832


Additions
32,068
37,890
125,476
195,434


Disposals
(71,121)
-
(803)
(71,924)



At 31 December 2023

805,689
141,328
607,325
1,554,342



Depreciation


At 1 January 2023
617,550
70,050
400,389
1,087,989


Charge for the year on owned assets
145,806
12,319
53,280
211,405


Disposals
(71,121)
-
(602)
(71,723)



At 31 December 2023

692,235
82,369
453,067
1,227,671



Net book value



At 31 December 2023
113,454
58,959
154,258
326,671



At 31 December 2022
227,192
33,388
82,263
342,843




The net book value of land and buildings may be further analysed as follows:


2023
2022
£
£

Long leasehold
113,454
227,192

113,454
227,192


Page 37

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
64



At 31 December 2023
64






Net book value



At 31 December 2023
64



At 31 December 2022
64


Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Inside Travel Group Limited
Electricity House, Quay Street, Bristol, BS1 4TD
Ordinary
100%

Page 38

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Debtors

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

Due after more than one year

Amounts owed by group undertakings
-
-
4,458,995
4,173,058

-
-
4,458,995
4,173,058


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

Due within one year

Other debtors
1,012,430
400,590
-
-

Prepayments and accrued income
1,600,506
977,759
247,333
-

Deferred taxation
2,001,018
-
-
-

Financial instruments
31,649
-
-
-

4,645,603
1,378,349
247,333
-


Prepayments and accrued income includes advanced payments to suppliers for departures after the Statement of Financial Position date amounting to £908,667 (prior period: £394,077).


19.


Cash and cash equivalents

Group
Group
2023
2022
£
£

Cash at bank and in hand
7,246,577
3,572,816

7,246,577
3,572,816


Cash and cash equivalents comprise amounts held in Escrow totalling £nil (2022: £1,219,404). Amounts held in Escrow are segregated monies received and held in a separate Escrow account. These amounts are held as a financial guarantee for the Group’s travel licenses and for the protection of monies collected from passengers.
From 1 April 2023 a bond was put in place to provide a financial guarantee for the Group's ATOL travel licence and for the protection of monies collected from passengers. After obtaining a bond, the monies held in Escrow were released.

Page 39

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Creditors: Amounts falling due within one year

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

Trade creditors
764,233
595,893
-
-

Corporation tax
41,974
-
-
-

Other taxation and social security
183,034
344,859
-
-

Other creditors
204,292
157,534
-
-

Accruals and deferred income
9,645,115
6,691,072
247,333
-

Financial instruments
346,929
220,573
-
-

11,185,577
8,009,931
247,333
-


Accruals and deferred income includes advanced receipts from customers for departures after the Statement of Financial Position date amounting to £7,846,927 (prior period: £6,408,369).


21.


Creditors: Amounts falling due after more than one year

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

Bank loans
500,000
500,000
-
-

Other loans
4,458,995
4,000,000
4,458,995
4,000,000

Accruals and deferred income
599,085
1,242,948
-
173,058

5,558,080
5,742,948
4,458,995
4,173,058


Accruals and deferred income includes advanced receipts from customers for departures on or after 1 January 2025 amounting to £599,085 (prior period: £1,069,890)
Other loans includes £4,000,000 which has been subordinated to the Civil Aviation Authority and cannot be withdrawn without their prior written consent.
The bank loans are secured by way of debenture comprising fixed and floating charges over all the property or undertakings of the Group.



Page 40

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Loans


Analysis of the maturity of loans is given below:


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



Amounts falling due 2-5 years

Bank loans
500,000
500,000
-
-

Other loans
4,458,995
4,000,000
4,458,995
4,000,000


4,958,995
4,500,000
4,458,995
4,000,000


4,958,995
4,500,000
4,458,995
4,000,000


Page 41

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Deferred taxation


Group



Group
2023


£






Charged to profit or loss
2,001,018



At end of year
2,001,018

The deferred tax asset is made up as follows:

Group
2023
£


Fixed asset timing differences
(36,565)

Short term timing differences
181,077

Losses and other deductions
1,856,506

2,001,018


24.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



64 A Ordinary shares of £1 each
64
64



25.


Reserves

Foreign exchange reserve

Includes all current and prior period foreign exchange movements on derivatives that qualify for hedge
accounting.

Profit and loss account

Includes all current and prior period retained profit and losses.

Page 42

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

26.


Contingent liabilities

The Group currently holds an Air Travel Organiser's License (ATOL) issued by the Civil Aviation Authority (CAA) and is a member of the Association of British Travel Agents Limited (ABTA) and Association of Bonded Travel Organisers Trust (ABTOT).
As at 31 December 2023, there were contingent liabilities given by the Group in the normal course of business in respect of:
ABTOT bonds amounting to £5,690,142 (prior period: £3,561,861).
ABTA bonds amounting to £25,000 (prior period: £25,000).
As at 31 December 2023, there were contingent liabilities given by the Group in the normal course of business to their insurance obligors T&G in respect of CAA standard bond amounting to £4,422,466.


27.


Pension 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. The pension cost charge represents contributions payable by the Group to the fund and amounted to £242,930 (prior period - £84,715). Contributions totalling £59,247 (prior period - £30,831) were payable to the fund at the reporting date.


28.


Commitments under operating leases

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


Group
Group
2023
2022
£
£

Not later than 1 year
559,296
459,994

Later than 1 year and not later than 5 years
1,113,416
858,600

1,672,712
1,318,594

29.


Related party transactions

The Group has taken advantage of the FRS 102 exemption not to disclose transactions with wholly owned members of the same group.
At the period end, the Company was was owed £4,705,108 (prior period: £4,173,058) from subsidiary Inside Travel Group Limited
During the period Inside Travel Group Limited paid a company related to the parent £150,000 (Prior period: £75,000) of monitoring fees in the normal course of business

Page 43

 
FUJI TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

30.


Cash flow hedging

The Group enters into various forward foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables. As at 31 December 2023, the outstanding contracts all mature within 12 months (prior period: 12 months) of the period end.
The Group is committed to buying JPY 1,930,000,000 and paying a fixed sterling amount. The Group is also committed to selling USD 3,800,000 and receiving a fixed sterling amount.
As at 31 December 2023, the unrealised net loss on these currency cash flow forward contracts amounted to £315,279 (prior period: £nil) which is reflected within the Statement of Comprehensive Income.
The Group uses forward foreign currency contracts to mitigate uncertainty around bookings margin generation and cash flows. During the year the notional impact of mitigating exchange risk as opposed to being entirely at-risk by adopting spot rates was £1,830,166. The net loss on the utilised ineffective currency cash flow forward contracts amounted to £568,647 (prior period: net losses of £646,345) which is reflected within the Statement of Profit and Loss. 
The following table summarises the expected timing and amounts of the forecast future cash flows, which will be recognised in the income statement in the same period in which the cash flows occur.


.


Cash flow hedging (continued)
 
Determination period

2023
2022
£
£
January-March

(231,352)

(7,032)
 
April-June

(48,865)

(164,051)
 
July-September

(27,134)

22,172
 
October-December

(7,928)

(71,662)
 
(315,279)

(220,573)
 


31.


Post balance sheet events

The directors have concluded that no material events have occurred since the date of approval of these financials statements that would affect the financial statements of the Group.


32.


Controlling party

The Group is controlled equally by the directors by virtue of their shareholdings.

 
Page 44