Registered number: 10522918
ACTIVE TRAVEL GROUP MIDCO LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 30 APRIL 2024
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ACTIVE TRAVEL GROUP MIDCO LIMITED
REGISTERED NUMBER: 10522918
STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 October 2024.
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C M Burton
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ACTIVE TRAVEL GROUP MIDCO LIMITED
REGISTERED NUMBER: 10522918
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 APRIL 2024
The notes on pages 4 to 13 form part of these financial statements.
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ACTIVE TRAVEL GROUP MIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
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Comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 4 to 13 form part of these financial statements.
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ACTIVE TRAVEL GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
As disclosed in the Directors' Report, the principal activity of the Company in the period under review was that of a holding company within a trading group.
The principal activity of the Group continued to be that of a specialist activity and adventure tour operator and Destination Management Companies (DMC). Ski Solutions operates luxury tailor-made wintersports holidays to Europe and North America, operating sometimes as agent to UK based chalet tour operators. Cycling for Softies and BSpoke Tours offer self-guided leisure cycling holidays, principally to their own-operated bases in France and England. The Wilderness Group, consisting of Wilderness Group (formely known as WIlderness Scotland), Wilderness Ireland and Wilderness England offer guided and customised adventure holidays in the British Isles.
The Company is a private company limited by shares and is incorporated in England. The address of the Company's principal place of business, being different to the registered office stated on the Company Information page, is:
Unit 3, Walton Lodge Laundry
374 Coldharbour Lane
London
SW9 8PL
2.Accounting policies
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Basis of preparation of financial statements
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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 management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
Group management and the Directors review the financial position and financial projections of the Group on a regular basis. Sensitivity analysis suggests the Group has adequate liquidity to trade through all reasonable scenarios envisaged by the Directors, including the potential for a downturn in trading. The Directors therefore conclude that it is appropriate to prepare the financial statements on a going concern basis.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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ACTIVE TRAVEL GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
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.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
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ACTIVE TRAVEL GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
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ACTIVE TRAVEL GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
a) Critical judgments in applying the Company's accounting policies
The directors believe that there are no critical judgments involved in applying the Company's accounting policies that warrant disclosure.
b) Key accounting estimates and assumptions
The directors believe that there are no key accounting estimates and assumptions involved in applying the Company's accounting policies that warrant disclosure.
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The average monthly number of employees, including the directors, during the year was as follows:
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ACTIVE TRAVEL GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
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Taxation on profit on ordinary activities
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19% & 25% (from 1st April 2023)%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19% & 25% (from 1st April 2023)%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Unrelieved tax losses carried forward
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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ACTIVE TRAVEL GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
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Investments in subsidiary companies
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Amounts owed by group undertakings
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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ACTIVE TRAVEL GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
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Creditors: Amounts falling due after more than one year
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The following liabilities were secured:
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Details of security provided:
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The Company's Loan Notes are secured by a fixed and floating charge over the assets of the Company and its subsidiaries, dated 31 August 2017 and registered with Companies House on 7 September 2017, along with an additional fixed and floating charge over the assets of the Company and its subsidiaries, dated 4 November 2020 and registered Details of security provided:with Companies House on 6 November 2020.
Other loans are made up of A, B, C and D Loan Notes.
The A Loan Notes were fully repaid in the year
The B Loan Notes are repayable in their entirety on the earlier of 31 August 2025 or an exit event arising from the sale of the Company's subsidiaries. Additionally, the B Loan Notes bear interest at a rate of nine per cent per annum.
The C Loan Notes are repayable in their entirety on the earlier of 31 August 2025 or an exit event arising from the sale of the Company's subsidiaries. Additionally, the C Loan Notes bear interest at a rate of twelve per cent per annum.
The D Loan Notes are repayable in their entirety on the earlier of 31 August 2025 or an exit event arising from the sale of the Company's subsidiaries. Additionally, the D Loan Notes bear interest at a rate of eight per cent per annum.
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ACTIVE TRAVEL GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
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Analysis of the maturity of loans is given below:
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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Related party transactions
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The Company has taken advantage of the exemption in Financial Reporting Standard 102, paragraph 33.1A, from the requirement to disclose transactions with group companies on the basis that consolidated financial statements are prepared by the ultimate parent company.
The related party transactions for the period ended 30 April 2024 are as follows:
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Mobeus 1LP (Formely known as Mobeus Equity Partners IV LP)
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Immediate controlling partnership of the Company's parent, Active Travel
Group Limited.
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A Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
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B Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
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C Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
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Interest payable to the related party for the period.
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Director and shareholder in the Company's parent, Active Travel Group
Limited.
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A Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
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B Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
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Interest payable to the related party for the period.
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ACTIVE TRAVEL GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
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Director and shareholder in the Company's parent, Active Travel Group
Limited.
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A Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
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B Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
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Interest payable to the related party for the period.
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Director and shareholder in the Company's parent, Active Travel Group
Limited.
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D Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
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Interest payable to the related party for the period.
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Shareholder in the Company's parent, Active Travel Group Limited
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D Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
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Interest payable to the related party for the period.
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Shareholder in the Company's parent, Active Travel Group Limited.
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B Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
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D Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
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Interest payable to the related party for the period.
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Shareholder in the Company's parent, Active Travel Group Limited.
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D Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
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Interest payable to the related party for the period.
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Post balance sheet events
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There have been no significant events affecting the Group since the year end, other than that referred to above.
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ACTIVE TRAVEL GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
The Company's immediate and ultimate holding company is Active Travel Group Limited, a company registered in England and Wales. Copies of the financial statements of Active Travel Group Limited can be obtained from 2nd Floor, Nucleus House, 2 Lower Mortlake Road, Richmond, TW9 2JA.
Active Travel Group Limited is controlled by Mobeus 1LP (previously Mobeus Equity Partners IV LP), a limited partnership registered in England and Wales. The registered office of Mobeus 1 LP is C/O Mobeus Equity Partners LLP, 1st Floor, 1 Babmaes Street, London, SW1Y 6HF.
In the opinion of the directors, there is no single individual who is the ultimate controlling party of Mobeus 1LP.
The auditors' report on the financial statements for the year ended 30 April 2024 was unqualified.
The audit report was signed on 4 October 2024 by Ms N A Spoor FCA FCCA (Senior Statutory Auditor) on behalf of White Hart Associates (London) Limited.
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