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REGISTERED NUMBER: 14334815 (England and Wales)















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Period 5 September 2022 to 30 November 2023

for

Capfun Uk Limited

Capfun Uk Limited (Registered number: 14334815)






Contents of the Consolidated Financial Statements
for the Period 5 September 2022 to 30 November 2023




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 4

Consolidated Income Statement 8

Consolidated Other Comprehensive Income 9

Consolidated Balance Sheet 10

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Notes to the Consolidated Cash Flow Statement 15

Notes to the Consolidated Financial Statements 16


Capfun Uk Limited

Company Information
for the Period 5 September 2022 to 30 November 2023







DIRECTORS: N J G Houe
P J R Houe
R J R Houe





REGISTERED OFFICE: 1st Floor Olympus House
Quedgeley
Gloucester
GL2 4NF





REGISTERED NUMBER: 14334815 (England and Wales)





AUDITORS: WP Audit Limited
Statutory Auditors
TOR
Saint-Cloud Way
Maidenhead
Berkshire
SL6 8BN

Capfun Uk Limited (Registered number: 14334815)

Group Strategic Report
for the Period 5 September 2022 to 30 November 2023

The directors present their strategic report of the company and the group for the period 5 September 2022 to 30 November 2023.

REVIEW OF BUSINESS
The group's key financial performance indicators during the period were as follows:

2023
£'000s

Group turnover 7,370
Gross profit margin 73.5%
Operating profit / (loss) (4,798 )
EBITDA (1,334 )
Cash at bank 310


The group's operating results have performed in line with the expectations of the directors with turnover expecting to increase with investments made within the period During the period the group managed its operational efficiency and cost control which has enabled the group to report a gross margin of 73.5%. The group's key profit measure is EBITDA, which is calculated as operating profit excluding depreciation and amortisation, which in 2023 was a loss of £1,334,181. The group's operating loss reported on a statutory basis was £4,798,010 which includes depreciation and amortisation of 3,463.829.

The group continues to invest both in its people and fixed assets. Capital expenditure on tangible assets was £15,051,316 in the period as key part of continuing the growth of the group.

PRINCIPAL RISKS AND UNCERTAINTIES
Liquidity risk
The group is cash negative on an operating basis due to significant investment made in growing the business. Consequently, following funding obtained through the group maintains a significant amount of cash at bank in order to fund operations for the foreseeable future, that is at least 12 months from the date of approval of these accounts.

Currency risk
The group trades predominantly with UK counterparties in Sterling and has minimal currency risk.

Competitive risk
The market in which the group operates is competitive. The group is passionate about customer success and being trusted to deliver exceptional services. The focus on strong customer relationships and service offerings mitigate the competitive risk.

Tax risk
All transactions undertaken by the group have a business purpose and a commercial rationale. The group does not engage in any aggressive tax planning and does not implement structures purely for tax planning purposes. In relation to tax compliance, it is the policy of the group to fully comply with all applicable tax rules, regulations and disclosure requirements. The group uses appropriately qualified external advisors to look after the group's tax affairs.

ON BEHALF OF THE BOARD:





N J G Houe - Director


2 October 2024

Capfun Uk Limited (Registered number: 14334815)

Report of the Directors
for the Period 5 September 2022 to 30 November 2023

The directors present their report with the financial statements of the company and the group for the period 5 September 2022 to 30 November 2023.

INCORPORATION
The group was incorporated on 5 September 2022 and commenced trading on the same date.

PRINCIPAL ACTIVITY
The principal activity of the group in the period under review was that of ownership and operation of holiday accommodation in the UK.

DIVIDENDS
No dividends will be distributed for the period ended 30 November 2023.

DIRECTORS
The directors who have held office during the period from 5 September 2022 to the date of this report are as follows:

Mr P S Badwal - appointed 5 September 2022 - resigned 9 December 2022
N J G Houe - appointed 5 September 2022
P J R Houe - appointed 9 December 2022
R J R Houe - appointed 9 December 2022

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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 and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:





N J G Houe - Director


2 October 2024

Report of the Independent Auditors to the Members of
Capfun Uk Limited

Opinion
We have audited the financial statements of Capfun Uk Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 November 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 30 November 2023 and of the group's loss for the period 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

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 such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Capfun Uk Limited


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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page three, 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 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.

Report of the Independent Auditors to the Members of
Capfun Uk Limited


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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlines 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.

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

-The engagement partners ensured that the engagement team collectively had the appropriate competence, capabilities and skill to identify or recognise non-compliance with applicable laws and regulations;

-we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;

-we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

-we assessed the extent of compliance with laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-identified laws and regulations were communicated within the audit team regularly and the team remained alert to instance of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;

-making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

-considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and

-understanding the design of the company's remuneration policies.
To address the risk of fraud through management bias and override of controls, we;

-performed analytical procedures to identify unusual or unexpected relationships;

-tested journal entries to identify unusual transactions;

-assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-investigated the rationale behind significant or unusual transactions.

Audit response to risks identified
In response to the risk of irregularities and non-compliance with laws and regulations; we designed procedures which included, but were not limited to;

-agreeing financial statement disclosures to underlying supporting documentation;
-enquiring of management as to actual and potential litigation and claims; and
-reviewing correspondence with HMRC, relevant regulators and company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Report of the Independent Auditors to the Members of
Capfun Uk Limited


Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment of collusion.

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 Report of the Auditors.

Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.




Philippa Duckworth BSc FCCA (Senior Statutory Auditor)
for and on behalf of WP Audit Limited
Statutory Auditors
TOR
Saint-Cloud Way
Maidenhead
Berkshire
SL6 8BN

2 October 2024

Capfun Uk Limited (Registered number: 14334815)

Consolidated Income Statement
for the Period 5 September 2022 to 30 November 2023

Notes £   

TURNOVER 3 7,369,779

Cost of sales (1,954,318 )
GROSS PROFIT 5,415,461

Administrative expenses (10,119,942 )
(4,704,481 )

Other operating income (20,198 )
OPERATING LOSS 5 (4,724,679 )

Interest receivable and similar income 89,836
(4,634,843 )

Interest payable and similar expenses 6 (2,078,569 )
LOSS BEFORE TAXATION (6,713,412 )

Tax on loss 7 -
LOSS FOR THE FINANCIAL PERIOD (6,713,412 )
Loss attributable to:
Owners of the parent (6,713,412 )

Capfun Uk Limited (Registered number: 14334815)

Consolidated Other Comprehensive Income
for the Period 5 September 2022 to 30 November 2023

Notes £   

LOSS FOR THE PERIOD (6,713,412 )


OTHER COMPREHENSIVE INCOME -
TOTAL COMPREHENSIVE INCOME FOR THE
PERIOD

(6,713,412

)

Total comprehensive income attributable to:
Owners of the parent (6,713,412 )

Capfun Uk Limited (Registered number: 14334815)

Consolidated Balance Sheet
30 November 2023

Notes £   
FIXED ASSETS
Intangible assets 9 20,505,301
Tangible assets 10 32,902,256
Investments 11 -
53,407,557

CURRENT ASSETS
Stocks 12 61,799
Debtors 13 451,191
Cash at bank and in hand 309,877
822,867
CREDITORS
Amounts falling due within one year 14 (60,943,741 )
NET CURRENT LIABILITIES (60,120,874 )
TOTAL ASSETS LESS CURRENT LIABILITIES (6,713,317 )

CAPITAL AND RESERVES
Called up share capital 16 95
Retained earnings 17 (6,713,412 )
SHAREHOLDERS' FUNDS (6,713,317 )

The financial statements were approved by the Board of Directors and authorised for issue on 2 October 2024 and were signed on its behalf by:





N J G Houe - Director


Capfun Uk Limited (Registered number: 14334815)

Company Balance Sheet
30 November 2023

Notes £   
FIXED ASSETS
Intangible assets 9 -
Tangible assets 10 1,868
Investments 11 22,018,694
22,020,562

CURRENT ASSETS
Debtors 13 21,911,281
Cash at bank 17,808
21,929,089
CREDITORS
Amounts falling due within one year 14 (46,229,972 )
NET CURRENT LIABILITIES (24,300,883 )
TOTAL ASSETS LESS CURRENT LIABILITIES (2,280,321 )

CAPITAL AND RESERVES
Called up share capital 16 95
Retained earnings (2,280,416 )
SHAREHOLDERS' FUNDS (2,280,321 )

Company's loss for the financial year (2,280,416 )

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

The financial statements were approved by the Board of Directors and authorised for issue on 2 October 2024 and were signed on its behalf by:





N J G Houe - Director


Capfun Uk Limited (Registered number: 14334815)

Consolidated Statement of Changes in Equity
for the Period 5 September 2022 to 30 November 2023

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 95 - 95
Total comprehensive income - (6,713,412 ) (6,713,412 )
Balance at 30 November 2023 95 (6,713,412 ) (6,713,317 )

Capfun Uk Limited (Registered number: 14334815)

Company Statement of Changes in Equity
for the Period 5 September 2022 to 30 November 2023

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 95 - 95
Total comprehensive income - (2,280,416 ) (2,280,416 )
Balance at 30 November 2023 95 (2,280,416 ) (2,280,321 )

Capfun Uk Limited (Registered number: 14334815)

Consolidated Cash Flow Statement
for the Period 5 September 2022 to 30 November 2023

Notes £   
Cash flows from operating activities
Cash generated from operations 1 (527,326 )
Interest paid (163,190 )
Net cash from operating activities (690,516 )

Cash flows from investing activities
Purchase of intangible fixed assets (26,526 )
Purchase of tangible fixed assets (14,657,503 )
Purchase of new business (21,688,463 )
Net cash from investing activities (36,372,492 )

Cash flows from financing activities
New loans in year 57,045,357
Loan repayments in year (19,672,472 )
Net cash from financing activities 37,372,885

Increase in cash and cash equivalents 309,877
Cash and cash equivalents at beginning of
period

2

-

Cash and cash equivalents at end of period 2 309,877

Capfun Uk Limited (Registered number: 14334815)

Notes to the Consolidated Cash Flow Statement
for the Period 5 September 2022 to 30 November 2023

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
£   
Loss before taxation (6,713,412 )
Depreciation charges 3,463,829
Finance costs 2,078,569
Finance income (89,836 )
(1,260,850 )
Decrease in stocks 1,171,793
Increase in trade and other debtors (133,157 )
Decrease in trade and other creditors (305,112 )
Cash generated from operations (527,326 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 30 November 2023
30.11.23 5.9.22
£    £   
Cash and cash equivalents 309,877 -


3. ANALYSIS OF CHANGES IN NET FUNDS

At 5.9.22 Cash flow At 30.11.23
£    £    £   
Net cash
Cash at bank and in hand - 309,877 309,877
- 309,877 309,877
Total - 309,877 309,877

Capfun Uk Limited (Registered number: 14334815)

Notes to the Consolidated Financial Statements
for the Period 5 September 2022 to 30 November 2023

1. STATUTORY INFORMATION

Capfun Uk Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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

The following principal accounting policies have been applied:

Going concern
The directors have prepared detailed forecasts and consider that the company has adequate financial resources to continue in operational existence for the foreseeable future, being a period of at least 12 months from approval of these accounts.

The business model is based around generating continuing revenues from the current vendor lines that the company has been representing for several years. They have reviewed the costs incurred in the business and it is anticipated that profits will continue to be generated in future periods which will generate adequate cash to ensure the on-going strength of the business.

The directors have also prepared various projections scenarios considering the potential impact of changing market conditions and consider the company has the flexibility to re-plan the business where/if necessary whilst maintaining adequate financial resources to continue in operational existence for the foreseeable future for the various scenarios.

For those reasons the directors continue to adopt the going concern basis in preparing the annual report and financial statements

Basis of consolidation
The group financial statements consolidate the financial statements of Capfun UK Limited and all its subsidiary undertakings drawn up to 30 November each year. Subsidiary undertakings are included in the group financial statements using the acquisition method of accounting.

In the parent company financial statements, investments in subsidiaries, joint ventures and associates are accounted for at the lower of cost and net realisable value.

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

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Capfun Uk Limited (Registered number: 14334815)

Notes to the Consolidated Financial Statements - continued
for the Period 5 September 2022 to 30 November 2023

2. ACCOUNTING POLICIES - continued

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company's accounting policies, the directors are required to make judgement, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant.

Actual results may differ from these estimates.

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

Information about assumptions and estimates uncertainties that have a significant risk or resulting in material adjustment adjustment within the next financial year are included below.

Critical accounting estimates and assumptions

In preparing these financial statements, the directors have had to make the following judgements:

- Tangible fixed assets are depreciated over their useful lives taking into account residual values where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycle and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

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

Turnover represents the amount derived from ordinary activities, measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sales of lodges and from services in relation to the rental of lodges.

Turnover from the sale of lodges is recognised on delivery of the completed lodge and revenue from the rental of lodges is recognised when the stay has been completed.

Income received from those who have long term rental contracts is spread and recognised annually over the year.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2022, is being amortised evenly over its estimated useful life of ten 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.

Patents and licences are being amortised evenly over their estimated useful life of three years.

Development costs are being amortised evenly over their estimated useful life of three years.

Capfun Uk Limited (Registered number: 14334815)

Notes to the Consolidated Financial Statements - continued
for the Period 5 September 2022 to 30 November 2023

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Freehold property - 2% on cost
Improvements to property - at varying rates on cost
Plant and machinery - 10% on cost
Fixtures and fittings - 10% on cost and at varying rates on cost
Motor vehicles - 20% on cost
Computer equipment - 20% on cost

Included within Plant and machinery is Biological assets which are depreciated over a useful life of 6 years.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Capfun Uk Limited (Registered number: 14334815)

Notes to the Consolidated Financial Statements - continued
for the Period 5 September 2022 to 30 November 2023

2. ACCOUNTING POLICIES - continued

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

(i) Financial assets and liabilities
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financial assets and liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Debt instruments which meet the following conditions are subsequently measured at amortised cost using the effective interest method:
(a) The contractual return to the holder is (i) a fixed amount; (ii) a positive fixed rate or a positive variable rate; or (iii) a combination of a positive or a negative fixed rate and a positive variable rate.
(b) The contract may provide for repayments of the principal or the return to the holder (but not both) to be linked to a single relevant observable index of general price inflation of the currency in which the debt instrument is denominated, provided such links are not leveraged.
(c) The contract may provide for a determinable variation of the return to the holder during the life of the instrument, provided that (i) the new rate satisfies condition (a) and the variation is not contingent on future events other than (1) a change of a contractual variable rate; (2) to protect the holder against credit deterioration of the issuer; (3) changes in levies applied by a central bank or arising from changes in relevant taxation or law; or (ii) the new rate is a market rate of interest and satisfies condition (a).
(d) There is no contractual provision that could, by its terms, result in the holder losing the principal amount or any interest attributable to the current period or prior periods.
(e) Contractual provisions that permit the issuer to prepay a debt instrument or permit the holder to put it back to the issuer before maturity are not contingent on future events, other than to protect the holder against the credit deterioration of the issuer or a change in control of the issuer, or to protect the holder or issuer against changes in levies applied by a central bank or arising from changes in relevant taxation or law.
(f) Contractual provisions may permit the extension of the term of the debt instrument, provided that the return to the holder and any other contractual provisions applicable during the extended term satisfy the conditions of paragraphs (a) to (c).

Debt instruments that are classified as payable or receivable within one year on initial recognition and which meet the above conditions are measured at the undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment. With the exception of some hedging instruments, other debt instruments not meeting these conditions are measured at fair value through profit or loss. Commitments to make and receive loans which meet the conditions mentioned above are measured at cost (which may be nil) less impairment.

Financial assets are derecognised when and only when (a) the contractual rights to the cash flows from the financial asset expire or are settled, (b) the company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or (c) the company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party. Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

(ii) Investments
Investments in non-convertible preference shares and non-puttable ordinary or preference shares (where shares are publicly traded or their fair value is reliably measurable) are measured at fair value through profit or loss. Where fair value cannot be measured reliably, investments are measured at cost less impairment.
In the company balance sheet, investments in subsidiaries and associates are measured at cost less impairment. For investments in subsidiaries acquired for consideration including the issue of shares qualifying for merger relief, cost is measured by reference to the nominal value of the shares issued plus fair value of other consideration. Any premium is ignored.

(iii) Equity instruments

Capfun Uk Limited (Registered number: 14334815)

Notes to the Consolidated Financial Statements - continued
for the Period 5 September 2022 to 30 November 2023

2. ACCOUNTING POLICIES - continued
Equity instruments issued by the company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs.

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated 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 period 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.

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 group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Investment in subsidiaries
Investment in subsidiary undertakings are recognised at cost.

3. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

£   
United Kingdom 7,369,779
7,369,779

4. EMPLOYEES AND DIRECTORS
£   
Wages and salaries 2,873,008
Social security costs 280,069
Other pension costs 35,235
3,188,312

Capfun Uk Limited (Registered number: 14334815)

Notes to the Consolidated Financial Statements - continued
for the Period 5 September 2022 to 30 November 2023

4. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the period was as follows:

Managers 7
Sales 1
Admin 3
Operations 152
163

£   
Directors' remuneration -

5. OPERATING LOSS

The operating loss is stated after charging:

£   
Hire of plant and machinery 456
Depreciation - owned assets 923,000
Goodwill amortisation 2,493,686
Patents and licences amortisation 15,000
Development costs amortisation 88,921
Auditors' remuneration 30,361

6. INTEREST PAYABLE AND SIMILAR EXPENSES
£   
Bank interest 47,324
Other interest paid 416,787
Interest payable 1,614,458
2,078,569

7. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the period.

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


Capfun Uk Limited (Registered number: 14334815)

Notes to the Consolidated Financial Statements - continued
for the Period 5 September 2022 to 30 November 2023

9. INTANGIBLE FIXED ASSETS

Group
Patents
and Development
Goodwill licences costs Totals
£    £    £    £   
COST
At 5 September 2022 283,500 176,750 292,675 752,925
Additions 22,710,226 - 26,526 22,736,752
At 30 November 2023 22,993,726 176,750 319,201 23,489,677
AMORTISATION
At 5 September 2022 85,025 161,750 139,994 386,769
Amortisation for period 2,493,686 15,000 88,921 2,597,607
At 30 November 2023 2,578,711 176,750 228,915 2,984,376
NET BOOK VALUE
At 30 November 2023 20,415,015 - 90,286 20,505,301
At 4 September 2022 198,475 15,000 152,681 366,156

10. TANGIBLE FIXED ASSETS

Group
Improvements
Freehold to Plant and
property property machinery
£    £    £   
COST
At 5 September 2022 15,847,029 1,532,046 490,412
Additions 13,810,315 211,529 259,561
Disposals - - (3,000 )
At 30 November 2023 29,657,344 1,743,575 746,973
DEPRECIATION
At 5 September 2022 197,642 96,264 28,253
Charge for period 479,219 79,511 86,385
At 30 November 2023 676,861 175,775 114,638
NET BOOK VALUE
At 30 November 2023 28,980,483 1,567,800 632,335
At 4 September 2022 15,649,387 1,435,782 462,159

Capfun Uk Limited (Registered number: 14334815)

Notes to the Consolidated Financial Statements - continued
for the Period 5 September 2022 to 30 November 2023

10. TANGIBLE FIXED ASSETS - continued

Group

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
COST
At 5 September 2022 1,306,879 61,794 55,122 19,293,282
Additions 706,597 32,650 30,665 15,051,317
Disposals (5,012 ) - - (8,012 )
At 30 November 2023 2,008,464 94,444 85,787 34,336,587
DEPRECIATION
At 5 September 2022 168,447 7,000 13,725 511,331
Charge for period 230,971 18,513 28,401 923,000
At 30 November 2023 399,418 25,513 42,126 1,434,331
NET BOOK VALUE
At 30 November 2023 1,609,046 68,931 43,661 32,902,256
At 4 September 2022 1,138,432 54,794 41,397 18,781,951

Included within movements for the period is data in relation to assets acquired through business combinations. Further details can be located within note 20.

Company
Computer
equipment
£   
COST
Additions 1,868
At 30 November 2023 1,868
NET BOOK VALUE
At 30 November 2023 1,868

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
Additions 22,018,694
At 30 November 2023 22,018,694
NET BOOK VALUE
At 30 November 2023 22,018,694


Capfun Uk Limited (Registered number: 14334815)

Notes to the Consolidated Financial Statements - continued
for the Period 5 September 2022 to 30 November 2023

12. STOCKS


Group
£   
Stocks 61,799

Stock consists of raw materials and consumables. Within this, the provision for the year is £Nil.

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group Company
£    £   
Trade debtors 256,658 95
Amounts owed by group undertakings - 21,875,790
Other debtors 176,704 -
VAT - 33,043
Prepayments and accrued income 17,829 2,353
451,191 21,911,281

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group Company
£    £   
Trade creditors 987,251 96
Amounts owed to group undertakings 58,870,901 46,229,876
Social security and other taxes 47,443 -
VAT 241,844 -
Other creditors 19,625 -
Accruals and deferred income 776,677 -
60,943,741 46,229,972

15. FINANCIAL INSTRUMENTS

30.11.23
Group Company
£ £
FINANCIAL ASSETS
Financial assets measured at fair value through
profit and loss

655,102


95

Financial assets that are debt instruments
measured at amortised cost

-


-

655,102 95
FINANCIAL LIABILITIES
Financial liabilities measured at amortised cost 60,783,512 46,229,972

Financial assets measured at amortised cost comprise trade debtors, amounts owed by group undertakings, other debtors and accrued income.

Financial liabilities measured at amortised cost comprise bank and other loans (including finance leases), overdrafts, trade creditors, other creditors and accruals.

Capfun Uk Limited (Registered number: 14334815)

Notes to the Consolidated Financial Statements - continued
for the Period 5 September 2022 to 30 November 2023

16. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal
value: £   
9,500 Ordinary £0.01 95

The Ordinary shares carry fully voting rights, a right to dividend and capital distribution in the event of a return of capital.

17. RESERVES

Group
Retained
earnings
£   

Deficit for the period (6,713,412 )
At 30 November 2023 (6,713,412 )


18. PENSION COMMITMENTS

The group operates a defined contribution pension scheme. During the year, amounts charged to the profit and loss were £35,235. At 30 November 2023, amounts outstanding were £7,291.

19. CAPITAL COMMITMENTS
£   
Contracted but not provided for in the
financial statements 1,796,147

20. RELATED PARTY DISCLOSURES

The group has entered into borrowings of £58,870.900 with Pierre Houe et Associes. The group and Pierre Houe et Associes are related parties due to the existence of common members/directorships Interest on the loan is accrued at a rate of 3.5% per annum with the total interest accrued during the period being £1,615,458.

21. ULTIMATE CONTROLLING PARTY

The ultimate parent company is considered to be Pierre Houe et Associes a limited company registered under 312 382 757 00069 in France with its registered office being 73 Parc D'activite L'argile, 06370 Mouans-Sartoux.

There is no ultimate controlling party.

Capfun Uk Limited (Registered number: 14334815)

Notes to the Consolidated Financial Statements - continued
for the Period 5 September 2022 to 30 November 2023

22. BUSINESS COMBINATION

On 1 November 2022, the group acquired 100% of Black Hill Topco Limited and it's associated subsidiaries whose nature of business is Holiday accommodation within the UK.

In calculating the goodwill arising on the acquisition, the fair value of net assets have been assessed and adjustments from book value have been made where necessary.

Since the acquisition date, included in the consolidated comprehensive income for the reporting period related to the acquired companies was revenue of £5,991,870 and loss after tax of £2,113,577.

Recognised amounts of identifiable assets acquired and liabilities assumed




Book value
Fair value
adjustments

Fair value
£    £    £   

Fixed assets 19,490,672 - 19,490,672
Stock 1,233,592 - 1,233,592
Trade and other receivables 317,939 - 317,939
Cash and cash equivalents 330,231 - 330,231
Trade and other payables (22,063,966 ) - (22,063,966 )
Net assets (691,532 ) - (691,532 )

Goodwill 22,710,226
Total purchase consideration (including costs) 22,018,694
Purchase consideration settled in cash including costs and issue
of loan notes


22,018,694
Cash and cash equivalents in subsidiary acquired (330,231 )
Cashflow output on acquisition 21,688,463
The consideration was satisfied by: £   
Cash 21,627,701
Transaction costs 390,993
22,018,694

Goodwill in connection with the acquisition is being amortised evenly over a useful life of 10 years.

Capfun Uk Limited (Registered number: 14334815)

Notes to the Consolidated Financial Statements - continued
for the Period 5 September 2022 to 30 November 2023

23. SUBSIDIARIES



Name of undertaking

Registered
office


Nature of business
Class of
shares
held

% Held
Direct

% Held
Indirect
Black Hill Topco Limited 1 Holding company Ordinary 100
Black Hill Midco Limited 1 Holding company Ordinary 100
Black Hill Finco Limited 1 Holding company Ordinary 100
Lakeshore Leisure Group Limited 1 Holiday accommodation Ordinary 100
Lakeshore Leisure (Clawton) Limited 1 Holiday accommodation Ordinary 100
Lakeshore Leisure (Dunkeswell) Limited 1 Holiday accommodation Ordinary 100
Lakeshore Leisure (Upottery) Limited 1 Holiday accommodation Ordinary 100


Each of the subsidiaries prepared accounts to 30 November 2023.

Registered office
1 1st Floor Olympus House, Quedgeley, Gloucester, England, GL2 4NF