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Registered number: 14026579










HURON TOPCO LIMITED










GROUP ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2024

 
HURON TOPCO LIMITED
 
 
COMPANY INFORMATION


Directors
A P Williamson 
R Parry 
J W Icke 




Registered number
14026579



Registered office
35 Churchill Park
Colwick Business Estate

Nottingham

NG4 2HF




Independent auditors
Xeinadin Audit Limited
Chartered Accountants & Statutory Auditor

Becket House

36 Old Jewry

London

EC2R 8DD





 
HURON TOPCO LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 4
Directors' Report
5 - 6
Independent Auditors' Report
7 - 10
Consolidated Statement of Comprehensive Income
11
Consolidated Statement of Financial Position
12 - 13
Company Statement of Financial Position
14
Consolidated Statement of Changes in Equity
15 - 16
Company Statement of Changes in Equity
17 - 18
Consolidated Statement of Cash Flows
19 - 20
Consolidated Analysis of Net Debt
21
Notes to the Financial Statements
22 - 43


 
HURON TOPCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2024

Introduction
 
The directors of Huron Topco Limited present their Strategic Report for the year ended 31st July 2024.
Principal Activity 
The principal activity of the Company is that of a holding company.  The principal activity of the Group is that of the provision of school group travel arrangements on a worldwide basis across a range of educational, language, music, sport and ski tours.
Group Business review
For Halsbury Travel Limited, turnover was down on the prior year, with 2022 - 23 benefitting from higher demand post the Covid-19 pandemic with schools booking multiple trips. Financial performance was also impacted by an administrative error in the previous year related to coach transport which had to be booked at short notice incurring additional costs. Whilst the main impact of this error was in 2022-23, this continued to have an impact in the first months of 2023-24 due to the time lag of our booking and departure cycle. Margins were also impacted by some ski trips having to be relocated to alternative hotels at a higher cost.
Whilst both these issues had an impact on margin in the year, the decisions were made to ensure a high standard of operational delivery to our customers was maintained. 
During the year £621,230 of costs relating to prior year trips was also identified. A prior year adjustment has been made to ensure these costs are allocated to the correct period.
 
Improvements have been made to both systems and processes during the year to increase margins and financial control, whilst also improving our levels of customer service.
On 5th December 2023, the Group acquired IBT Travel Limited ('IBT') – a leading school tour operator founded in 1986, based in Prestwick, Scotland. IBT provide Ski and Educational trips to both English and Scottish schools. 
Since it’s acquisition, IBT has made a positive contribution to the Group, with revenue of £10,502,437 (see note 24).
Through continued collaborative efforts across both businesses, this acquisition has allowed the Group to expand its product offering and audience reach, and gain additional advantages through enhancing processes, systems and commercial practices.
Enquiries and bookings have remained strong throughout the year across the Group, providing a positive outlook for 2024-2025.

 
Page 1

 
HURON TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024

Principal risks and uncertainties
 
The major risk and uncertainty to the business is increasing cost of sales, compounded by foreign currency volatility for purchases in local currencies. There is a risk that increases in the cost of living may also limit growth in the school travel market.
There continues to be uncertainty and a lack of clarity with respect to overseas VAT regulatory changes as a result of exiting EU TOMS. However, any additional costs are not expected to be materially damaging to the business.
The announcement in the Autumn 2024 budget that VAT of 20% will be applied to private school fees from 1st January 2025 may also reduce demand for school travel. The business continues to closely monitor the impact of this change.

Key performance indicators
 
Financial indicators:
The key financial performance indicators for the business are:
- Turnover:  £32,819,801 (2023: £31,673,758)
- Gross profit:  £5,867,672 (2023: £3,304,059)






Non-financial indicators:
The key non financial performance indicators are NPS, Trustpilot and Google ratings.

Page 2

 
HURON TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024

Directors' statement of compliance with duty to promote the success of the Group
 
The group is ineligible for medium-sized company exemptions under section 467 of Companies Act. Therefore, large company accounts have been prepared. Large companies are required to publish a statement setting out how the Board have complied with Section 172(1) of the Companies Act 2006, this requires the Board to act in a manner they consider would most likely promote the success of the group for the benefit of its members as a whole, and in doing so having regard to:
• likely consequences of any decisions in the long term;
• interest of employees;
• need to foster close business relationships with customers, suppliers and others
• impact of the group’s operations on the community and environment
• maintaining a reputation for high standard of business conduct
• acting fairly in regard to all members of the company
Directors’ Statement as required by section 414CZA of The Companies Act 2006
This report sets out how the directors comply with the requirement of Section 172 Companies Act 2006 and how these requirements have impacted on the Board’s decision making throughout 2023-24.
The key matters that the directors report on when undertaking their duties are:
The likely consequence of any decision in the long term.
The business is operated within tight budgetary guidelines and, as part of regular monitoring, looks out for external events that may materially impact the business and develops mitigation plans to offset any adverse impacts or take advantage of growth opportunities.
The interest of the group’s employees.
The group’s employees are fundamental to the long-term success of the business. The group aims to be a responsible employer in the approach to pay and benefits the employees receive. All employees have objectives and personal development plans which enable them to further their careers within the business. An annual survey is conducted to measure the engagement of the employees and follow up plans are put in place to improve this on a yearly basis.
The need to foster the group’s business relationships with suppliers, customers and others.
Delivery of excellent service to our customers is key to the success of the business in order to retain, grow and acquire new business. The group conducts regular client satisfaction surveys and monitors department performance against these surveys. The group maintains excellent relationships with all its suppliers and conducts regular supplier reviews to monitor performance.
The impact of the groups operations on the community and environment.
The group encourages all its employees to get involved in charitable projects to improve the places where they live and work. 
The desirability of the group maintaining a reputation for high standards of business conduct.
The directors take the reputation of the group seriously which is not limited to only operational and financial performance. The company regularly reviews its policies to ensures they remain appropriate as the business develops and grows.

 
Page 3

 
HURON TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024


The need to act fairly between members.
The intentions of the Board of Directors are to behave responsibly toward stakeholders and treat them fairly and equally so they too may benefit from the successful delivery of the Board’s plan.
 


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



J W Icke
Director

Date: 30 January 2025

Page 4

 
HURON TOPCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2024

The directors present their report and the financial statements for the year ended 31 July 2024.

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 judgments 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.

Results and dividends

The loss for the year, after taxation, amounted to £869,470 (2023 - loss £852,239).

No dividends were paid during the period and no further dividends were recommended.

Directors

The directors who served during the year were:

C Halpin-Rose (resigned 28 June 2024)
A P Williamson 
R Parry 
J W Icke (appointed 28 June 2024)

Political contributions

The company made no political or charitable donations or incurred any political expenditure during the period
(2023: £nil).

Page 5

 
HURON TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024

Matters covered in the Group Strategic Report

Where necessary, disclosures relating to future developments, results and dividends have been made in the
Strategic Report and have not been repeated here in accordance with Section 414C of the Companies Act
2006.

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

In January 2025, the Group, with the support of Literacy Capital Plc, acquired the share capital of Skern Lodge Limited and The Ultimate Adventure Centre Limited.
The directors have concluded that no other material events have occurred since the date of approval of these financial statements that would affect the financial statements of the company.

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 on 30 January 2025 and signed on its behalf.
 





J W Icke
Director

Page 6

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

Opinion


We have audited the financial statements of Huron Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 July 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the 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 July 2024 and of the Group's loss 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 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, and the disclosure made in note 2.4, 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 7

 
HURON TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HURON 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 ReportOur 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 5, 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 8

 
HURON TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HURON 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;
Reviewing minutes of meetings of those charged with governance;
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 bias;
Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations.

The potential effect of these laws and regulations on the financial statements varies considerably.
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 non-compliance 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, 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.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.


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 9

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



Use of our report
 

This report is made solely to the Group'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 Group'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 Group and the Group's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Yasin Khandwalla (FCCA) (Senior Statutory Auditor)
  
for and on behalf of
Xeinadin Audit Limited
 
Chartered Accountants
Statutory Auditor
  
Becket House
36 Old Jewry
London
EC2R 8DD

30 January 2025
Page 10

 
HURON TOPCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2024

2024
Restated 2023
Note
£
£

  

Turnover
 4 
32,819,801
31,673,758

Cost of sales
  
(26,952,129)
(28,369,699)

Gross profit
  
5,867,672
3,304,059

Administrative expenses
  
(6,716,041)
(4,123,915)

Other operating income
  
-
(5,808)

Fair value movements
  
-
22,605

Operating loss
 5 
(848,369)
(803,059)

Interest receivable and similar income
 9 
61,086
116,222

Interest payable and similar expenses
 10 
(245,057)
(190,429)

Loss before taxation
  
(1,032,340)
(877,266)

Tax on loss
 11 
162,870
25,027

Loss for the financial year
  
(869,470)
(852,239)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(869,470)
(852,239)

  
(869,470)
(852,239)

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 22 to 43 form part of these financial statements.

Page 11

 
HURON TOPCO LIMITED
REGISTERED NUMBER: 14026579

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2024

2024
Restated 2023
Note
£
£

Fixed assets
  

Intangible fixed assets
 13 
6,676,643
1,507,989

Tangible assets
 14 
302,538
291,676

  
6,979,181
1,799,665

Current assets
  

Debtors: amounts falling due after more than one year
 16 
-
90,648

Debtors: amounts falling due within one year
 16 
4,092,372
3,179,538

Cash at bank and in hand
 17 
6,501,600
6,568,866

  
10,593,972
9,839,052

Creditors: amounts falling due within one year
 18 
(13,418,560)
(8,367,680)

Net current (liabilities)/assets
  
 
 
(2,824,588)
 
 
1,471,372

Total assets less current liabilities
  
4,154,593
3,271,037

Creditors: amounts falling due after more than one year
 19 
(5,515,499)
(3,768,044)

  

Net assets excluding pension asset
  
(1,360,906)
(497,007)

Net liabilities
  
(1,360,906)
(497,007)


Capital and reserves
  

Called up share capital 
 22 
10,357
9,800

Share premium account
 23 
93,214
88,200

Profit and loss account
 23 
(1,464,477)
(595,007)

Equity attributable to owners of the parent Company
  
(1,360,906)
(497,007)

  
(1,360,906)
(497,007)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 January 2025.


J W Icke
Director

The notes on pages 22 to 43 form part of these financial statements.
Page 12

 
HURON TOPCO LIMITED
REGISTERED NUMBER: 14026579
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 JULY 2024


Page 13

 
HURON TOPCO LIMITED
REGISTERED NUMBER: 14026579

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2024

2024
2023
Note
£
£

Fixed assets
  

Fixed asset investments
 15 
1
1

  
1
1

Current assets
  

Debtors: amounts falling due after more than one year
 16 
103,570
-

Debtors: amounts falling due within one year
 16 
-
97,999

  
103,570
97,999

Total assets less current liabilities
  
 
 
103,571
 
 
98,000

  

  

Net assets excluding pension asset
  
103,571
98,000

Net assets
  
103,571
98,000


Capital and reserves
  

Called up share capital 
 22 
10,357
9,800

Share premium account
 23 
93,214
88,200

  
103,571
98,000

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 January 2025


J W Icke
Director

The notes on pages 22 to 43 form part of these financial statements.

Page 14

 
HURON TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 August 2023 (Restated)
9,800
88,200
(595,007)
(497,007)


Comprehensive income for the year

Loss for the year
-
-
(869,470)
(869,470)
Total comprehensive income for the year
-
-
(869,470)
(869,470)


Contributions by and distributions to owners

Shares issued during the year
557
5,014
-
5,571


Total transactions with owners
557
5,014
-
5,571


At 31 July 2024
10,357
93,214
(1,464,477)
(1,360,906)


The notes on pages 22 to 43 form part of these financial statements.

Page 15

 
HURON TOPCO LIMITED
 

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


Called up share capital
Share premium account
Restated Profit and loss account
Restated Total equity

£
£
£
£

At 1 August 2022
9,500
85,500
257,232
352,232


Comprehensive income for the year

Restated Loss for the year
-
-
(852,239)
(852,239)
Total comprehensive income for the year
-
-
(852,239)
(852,239)


Contributions by and distributions to owners

Shares issued during the year
300
2,700
-
3,000


Total transactions with owners
300
2,700
-
3,000


At 31 July 2023
9,800
88,200
(595,007)
(497,007)


The notes on pages 22 to 43 form part of these financial statements.

Page 16

 
HURON TOPCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2024


Called up share capital
Share premium account
Total equity

£
£
£

At 1 August 2023
9,800
88,200
98,000

Profit for the year
-
-
-
Total comprehensive income for the year
-
-
-


Contributions by and distributions to owners

Shares issued during the year
557
5,014
5,571


Total transactions with owners
557
5,014
5,571


At 31 July 2024
10,357
93,214
103,571


The notes on pages 22 to 43 form part of these financial statements.

Page 17

 
HURON TOPCO LIMITED
 

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


Called up share capital
Share premium account
Total equity

£
£
£

At 1 August 2022
9,500
85,500
95,000

Profit for the year
-
-
-
Total comprehensive income for the year
-
-
-


Contributions by and distributions to owners

Shares issued during the year
300
2,700
3,000


Total transactions with owners
300
2,700
3,000


At 31 July 2023
9,800
88,200
98,000


The notes on pages 22 to 43 form part of these financial statements.

Page 18

 
HURON TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2024

2024
Restated 2023
£
£

Cash flows from operating activities

Loss for the financial year
(869,470)
(852,239)

Adjustments for:

Amortisation of intangible assets
649,524
160,513

Depreciation of tangible assets
95,008
69,702

Profit on disposal of tangible assets
(1,500)
(21,000)

Government grants
-
5,808

Interest paid
245,057
190,429

Interest received
(61,086)
(116,222)

Taxation charge
(162,870)
(25,027)

(Increase) in debtors
(630,844)
(658,870)

Increase/(decrease) in creditors
6,100,719
(1,173,616)

Net cash generated from operating activities

5,364,538
(2,420,522)


Cash flows from investing activities

Purchase of intangible fixed assets
(500,327)
(499,903)

Sale of intangible assets
-
4,858

Purchase of tangible fixed assets
(32,681)
(216,961)

Sale of tangible fixed assets
1,500
21,000

Government grants received
-
(5,808)

Purchase of fixed asset investments
(6,056,883)
-

Interest received
61,086
116,222

Net cash from investing activities

(6,527,305)
(580,592)

Cash flows from financing activities

Issue of ordinary shares
5,571
3,000

Repayment of loans
(370,000)
(370,000)

Purchase of debenture loans
1,704,987
146,221

Interest paid
(245,057)
(190,429)

Net cash used in financing activities
1,095,501
(411,208)

Net (decrease) in cash and cash equivalents
(67,266)
(3,412,322)

Cash and cash equivalents at beginning of year
6,568,866
9,981,188

Cash and cash equivalents at the end of year
6,501,600
6,568,866


Cash and cash equivalents at the end of year comprise:
Page 19

 
HURON TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024


2024
2023

£
£


Cash at bank and in hand
6,501,600
6,568,866

6,501,600
6,568,866


The notes on pages 22 to 43 form part of these financial statements.

Page 20

 
HURON TOPCO LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 JULY 2024





At 1 August 2023
Cash flows
Other non-cash changes
At 31 July 2024
£

£

£

£

Cash at bank and in hand

6,568,866

(67,266)

-

6,501,600

Debt due after 1 year

(3,580,512)

-

(1,334,987)

(4,915,499)

Debt due within 1 year

(370,000)

370,000

(370,000)

(370,000)


2,618,354
302,734
(1,704,987)
1,216,101

The notes on pages 22 to 43 form part of these financial statements.

Page 21

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

1.


General information

Huron Topco Limited is a private company limited by shares incorporated in the United Kingdom.
The registered office and principal place of business is 35 Churchill Park Colwick Business Estate, Nottingham, United Kingdom, NG4 2HF.
The principal activity of the group is the provision of school group travel arrangements on a worldwide basis across a range of educational, language, music, sport and ski tours. 

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.

These financial statements are presented in pound sterling, which is the Company's functional
currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.

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

  
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 income statement from the date on which control is obtained. They are deconsolidated from the date control ceases.

The company has not prepared a cash flow statement on the basis that its cash flow is included within the consolidated statement of cash flows above.

  
2.3

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.

Page 22

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

2.Accounting policies (continued)

 
2.4

Going concern

The Group has continued to see significant bookings for the 2024-25 financial year and a strong start to bookings for the 2025 - 26 financial year. There is also a considerable internal focus on investing in systems, streamlining processes and training to deliver higher levels of customer service and internal operational efficiencies. In addition, schools and the Government are still encouraging learning outside of the classroom and school trips. It is for these reasons, alongside the support from Literacy Capital Plc, that the directors are confident that the company will have adequate resources to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

 
2.5

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.

 
2.6

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. 
Turnover consists of tour operating income and related income from travel services.
Turnover and expenses relating to trips are taken to the consolidated profit and loss account on date of departure. 

  
2.7

Loyalty scheme

The cost of loyalty points are treated as deferred income, with deferred turnover equal to the estimated fair value of the points issued recognised when the original transaction occurs. On redemption, the cost of the redemption is offset against the deferred income balance.

Page 23

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

2.Accounting policies (continued)

 
2.8

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the Consolidated statement of comprehensive income 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.

 
2.9

Interest income

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

 
2.10

Finance costs

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

 
2.11

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.12

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 24

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

2.Accounting policies (continued)

 
2.13

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.


Page 25

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

2.Accounting policies (continued)

 
2.14

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.

Amortisation is provided on the following basis:
Computer Software - 20% straight line
Development Expenditure - 20% straight line 
Goodwill - 10 years straight line

 
2.15

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 methods mentioned below.

Depreciation is provided on the following basis:

Fixtures and fittings
-
10%
reducing balance
Office equipment
-
10%
- 25% reducing balance

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.

Page 26

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

2.Accounting policies (continued)

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.17

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.

 
2.18

Cash and cash equivalents

Cash is represented by cash in hand, held in Escrow, restricted cash 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.

 
2.19

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.

 
2.20

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.

 
2.21

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 27

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

2.Accounting policies (continued)

 
2.22

Financial instruments

The group enters into basic financial instrument transactions that result in the recognition of
financial assets and liabilities like trade and other debtors and creditors, loans from banks and other
third parties, loans to related parties and investments in non-puttable ordinary shares.

  
2.23

Advance receipts and payments

All revenue relating to trips with departure dates after the year end are treated as advance receipts at the balance sheet date and are separately disclosed under accruals and deferred income.
Refund credit notes issued to customers in respect of cancelled bookings are separately disclosed under other creditors. 
Payments made to suppliers in respect of these trips are included in prepayments.
Refunds due from suppliers in respect of cancelled bookings are separately disclosed under other debtors. 


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company'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 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.
Claim provision: 
In formulating a provision for the estimated liability in respect of claims due as a result of the pandemic on non-refundable receipts management makes a judgement based on travel regulatory guidance and future judgement. 

Page 28

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

4.


Turnover

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


2024
2023
£
£

Educational travel sales
32,819,801
31,673,758

32,819,801
31,673,758


All turnover arose within the United Kingdom.


5.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
95,007
69,702

Exchange differences
83,138
(384,325)

Profit/ (loss) on disposal of fixed assets
(1,500)
(21,000)

Goodwill amortisation
514,238
112,301

Defined pension contribution cost
111,892
66,181

Intangible Asset Amortisation
139,116
48,212

Other operating lease rentals
111,912
83,500


6.


Auditors' remuneration

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


2024
2023
£
£

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
42,000
33,600


Non-Audit Services
18,000
14,400

Page 29

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2024
2023
£
£


Wages and salaries
3,792,354
2,511,593

Social security costs
354,074
252,429

Cost of defined contribution scheme
107,784
66,631

4,254,212
2,830,653


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


        2024
        2023
            No.
            No.







Directors
3
3



Sales and administration
101
76

104
79

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL)

8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
334,726
202,733

Group contributions to defined contribution pension schemes
3,853
2,495

338,579
205,228


During the year retirement benefits were accruing to 3 directors (2023 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £165,250 (2023 - £119,359).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 .

The total accrued pension provision of the highest paid director at 31 July 2024 amounted to £110.

Page 30

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

9.


Interest receivable

2024
2023
£
£


Other interest receivable
61,086
116,222

61,086
116,222


10.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
40,070
44,208

Other loan interest payable
204,987
146,221

245,057
190,429


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
115,789
-

Adjustments in respect of previous periods
69,330
-


185,119
-


Total current tax
185,119
-

Deferred tax


Origination and reversal of timing differences
(347,989)
(25,027)

Total deferred tax
(347,989)
(25,027)


Tax on loss
(162,870)
(25,027)
Page 31

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is the same as (2023 - the same as) the standard rate of corporation tax in the UK of 25% (2023 - 25%) as set out below:

2024
2023
£
£


Loss on ordinary activities before tax
(1,032,340)
(877,266)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
(258,085)
53,793

Effects of:


Expenses not deductible for tax purposes,
587,788
1,203

Fixed assets differences
12,500
(23,446)

Income not taxable for tax purposes
(556,619)
-

Other timing differences leading to an increase (decrease) in taxation
124
-

Capital losses
(117,012)
-

Changes in provisions leading to an increase (decrease) in the tax charge
69,330
-

Movement in deferred tax not recognised
20,070
(3,999)

Other differences leading to an increase (decrease) in the tax charge
79,034
(52,578)

Total tax charge for the year
(162,870)
(25,027)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Parent company profit for the period

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 parent company did not trade during the year and thus generated no profit or loss.

Page 32

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

13.


Intangible assets

Group and Company





Development expenditure
Computer software
Goodwill
Total

£
£
£
£



Cost


At 1 August 2023
33,132
525,222
1,123,017
1,681,371


Additions
81,128
419,199
5,197,017
5,697,344


On acquisition of subsidiaries
-
-
1,007,500
1,007,500



At 31 July 2024

114,260
944,421
7,327,534
8,386,215



Amortisation


At 1 August 2023
-
51,682
121,700
173,382


Charge for the year on owned assets
1,904
133,382
514,238
649,524


Acquisition of subsidiaries
-
-
886,666
886,666



At 31 July 2024

1,904
185,064
1,522,604
1,709,572



Net book value



At 31 July 2024
112,356
759,357
5,804,930
6,676,643



At 31 July 2023
33,132
473,540
1,001,317
1,507,989

Goodwill relates to the acquisition of Halsbury Travel Limited in June 2022 and IBT Travel Limited in December 2023. See note 24 for details.



Page 33

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

14.


Tangible fixed assets

Group






Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£



Cost or valuation


At 1 August 2023
27,380
125,020
603,682
756,082


Additions
-
1,318
31,363
32,681


Acquisition of subsidiary
-
18,205
235,986
254,191


Disposals
(12,172)
-
-
(12,172)



At 31 July 2024

15,208
144,543
871,031
1,030,782



Depreciation


At 1 August 2023
27,380
45,965
391,061
464,406


Charge for the year on owned assets
-
9,150
85,857
95,007


Transfers intra group
-
8,173
172,830
181,003


Disposals
(12,172)
-
-
(12,172)



At 31 July 2024

15,208
63,288
649,748
728,244



Net book value



At 31 July 2024
-
81,255
221,283
302,538



At 31 July 2023
-
79,055
212,621
291,676

Page 34

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 August 2023
1



At 31 July 2024
1





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Class of shares

Holding

Huron Midco limited
Ordinary
100%


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Class of shares

Holding

Huron Bidco Limited *
Ordinary
100%
Halsbury Travel Limited **
Ordinary
100%
IBT Travel Limited ***
Ordinary
100%

* The interest of Huron Topco Limited  in Huron Bidco Limited is held through Huron Midco Limited.
** The interest of Huron Topco Limited  in Halsbury Travel Limited is held through Huron Bidco Limited.
***The interest of Huron Topco Limited in IBT Travel Limited is held through Huron Bidco Limited.
On 5th December 2023, Huron Bidco Limited acquired 100% ownership of IBT Travel Limited.

Page 35

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

16.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Amounts owed by group undertakings
-
-
103,570
-

Other debtors
-
90,648
-
-

-
90,648
103,570
-


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due within one year

Trade debtors
12,976
742,834
-
-

Amounts owed by group undertakings
-
-
-
97,999

Other debtors
269,118
352,221
-
-

Prepayments and accrued income
3,540,209
2,005,756
-
-

Deferred taxation
270,069
78,727
-
-

4,092,372
3,179,538
-
97,999


Prepayments and accrued income, include prepayments made to suppliers for future travel amounting to
£3,489,709 (2023: £1,665,760).


17.


Cash and cash equivalents

Group
Group
2024
2023
£
£

Cash at bank and in hand
6,501,600
6,568,866

6,501,600
6,568,866


Cash and cash equivalents compromise amounts held in Escrow totalling £3,422,856. Amounts held in Escrow are segregated monies received and held in a separate CAA Approved Escrow account. These amounts are held as a financial guarantee for the company's travel licences and for the protection of monies collected from passengers (see note 26).
Cash and cash equivalents include restricted cash held as a financial guarantee for the protection of monies collected from customers. 
As of 31 July 2024, Halsbury Travel Limited had in place a cash backed bond with ABTOT amounting to £900,000 (see note 26).

Page 36

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

18.


Creditors: Amounts falling due within one year

Group
Group
2024
Restated 2023
£
£

Bank loans
370,000
370,000

Trade creditors
295,164
487,860

Corporation tax
115,789
-

Other taxation and social security
117,529
89,986

Other creditors
1,165,536
470,667

Accruals and deferred income
11,354,542
6,949,167

13,418,560
8,367,680


Accruals and deferred income, include advance receipts from customers for future travel amounting to £9,828,641 (2023: £5,355,082)


19.


Creditors: Amounts falling due after more than one year

Group
Group
2024
2023
£
£

Debentures loans
4,303,832
2,598,845

Bank loans
611,667
981,667

Other creditors
600,000
181,107

Accruals and deferred income
-
6,425

5,515,499
3,768,044


The debenture loans relate to loan notes issued by the shareholders on 22nd June 2022. On 5th December 2023, shareholders issued additional loan notes amounting £1,500,000.
The loan notes carry interest at 6% per annum. The principal amount and accrued interest are repayable in 2029.
At the balance sheet date £3,937,000 shown in debenture loans was formally subordinated to the Civil Aviation Authority (CAA) and cannot be withdrawn without the CAA’s prior written consent.

Page 37

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

20.


Loans

The bank Loan is a loan under the Coronavirus Business Interruption Loan Scheme repayable over a term of 6 years. 
The bank loans are also secured by way of debenture comprising fixed and floating charges over all the property or undertakings of the company.
Analysis of the maturity of loans is given below:.


Group
Group
2024
2023
£
£

Amounts falling due within one year

Bank loans
370,000
370,000


370,000
370,000

Amounts falling due 1-2 years

Bank loans
370,000
370,000


370,000
370,000

Amounts falling due 2-5 years

Bank loans
241,667
611,667

Debenture loans
4,303,832
-


4,545,499
611,667

Amounts falling due after more than 5 years

Debenture loans
-
2,598,845

-
2,598,845

5,285,499
3,950,512


Page 38

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

21.


Deferred taxation


Group



2024


£






At beginning of year
78,727


Charged to profit or loss
355,288


Arising on business combinations
(163,946)



At end of year
270,069







The deferred tax asset is made up as follows:

Group
Group
2024
2023
£
£

Accelerated capital allowances
(262,570)
(174,825)

Tax losses carried forward
530,599
2,164

Pension surplus
-
251,388

Short term timing differences
2,040
-

270,069
78,727


22.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



7,800,000 (2023 - 7,800,000) A Ordinary shares of £0.001 each
7,800
7,800
2,000,000 (2023 - 2,000,000) B Ordinary shares of £0.001 each
2,000
2,000
557,143 C Ordinary shares of £0.001 each
557
-

10,357

9,800


During the year, 557,143 C Ordinary shares were issued at a premium of £0.009 per share. Each share has full rights in the company with respect to voting, dividends and distribution.
At the year end, 200,000 B Ordinary shares remain unallocated.

Page 39

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

23.


Reserves

Share premium account

The share premium account represents consideration received for shares issued above their nominal
value net of transaction costs.
The share premium account at the end of the year was £93,214.

Profit and loss account

The profit and loss account includes all current and prior periods retained profit.


24.
 

Business combinations

On 5th December  2023, the Group acquired 100% ownership of IBT Travel Limited, based in the
United Kingdom.


Recognised amounts of identifiable assets acquired and liabilities assumed

Fair value
£

Fixed Assets

Tangible
73,188

Intangible
120,834

194,022

Current Assets

Debtors
3,546,723

Cash at bank and in hand
5,212,482

Total Assets
8,953,227

Creditors

Due within one year
(6,390,644)

Deferred taxation
(285,423)

Total Identifiable net assets
2,277,160


Goodwill
4,979,723

Total purchase consideration
7,256,883

Page 40

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

24.Business combinations (continued)

Consideration

£


Cash
5,826,476

Deferred consideration
1,200,000

Directly attributable costs
230,407

Total purchase consideration
7,256,883

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
5,826,476

Directly attributable costs
230,407

6,056,883

Less: Cash and cash equivalents acquired
(5,212,482)

Net cash outflow on acquisition
844,401

The results of IBT Travel  Limited since acquisition are as follows:

Current period since acquisition
£

Turnover
10,502,437

Loss for the period since acquisition
1,114,589


25.


Prior year adjustment

Further to a detailed review of the margins reported, it was identified that costs of sales and related liabilities had been incorrectly recorded in Halsbury Travel Ltd in the prior reporting period. In the year 31 July 2023, costs of sales and liabilities were understated by £621,230.
 
The overall impact on opening reserves was £621,230.

Page 41

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

26.


Contingent liabilities and regulatory requirements

Halsbury Travel Limited and IBT Travel Limited currently holds an Air Travel Organisers' License ('ATOL') issued by the Civil Aviation Authority ('CAA') and is a member of the Association of Bonded Travel Oragnisers Trust ('ABTOT').
In order to offer air inclusive package holidays, Halsbury Travel Limited and IBT Travel Limited require the annual renewal by the CAA of its ATOL license. The CAA grants this license based on meeting agreed financial criteria and renews this in March (effective 1st April) each year. As a condition of granting this license, the company has agreed with the CAA to operate an Escrow account for all licensable bookings. The directors are expecting the ATOL license to be renewed under similar terms and conditions (see note 17).
As of 31 July 2024, Halsbury Travel Limited had in place a cash backed bond with ABTOT amounting to £900,000 (see note 17) and an insurance backed bond amounting to £3,082,116.
As of 31 July 2024, IBT Travel Limited had in place an insurance backed bond with ABTOT amounting to
£1,370,013.
There are no other material contingencies.


27.


Pension commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £111,892 (2023: £66,631). There were contributions payable to the fund at the reporting date amounting to £10,109 (2023: £8,656).


28.


Commitments under operating leases

At 31 July 2024 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
83,500
83,980

Later than 1 year and not later than 5 years
222,667
306,167

306,167
390,147
The above lease relates to two leases on land and buildings which are all due to expire in 2028.

Page 42

 
HURON TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

29.


Related party transactions

The company has taken advantage of the exemption not to disclose related party transactions with companies that are wholly owned within the group.

Included in other debtors shown within one year at the balance sheet date is a balance due from a former director  totalling £89,252 (2023:£181,106). During the year interest at a rate of 1.65% (2023: 1.65%) has been charged on the outstanding balance, amounting to £3,278 (2023: £3,278)


30.


Post balance sheet events

In January 2025, the Group, with the support of Literacy Capital Plc, acquired the share capital of Skern Lodge Limited and The Ultimate Adventure Centre Limited.
The directors have concluded that no other material events have occurred since the date of approval of these financial statements that would affect the financial statements of the company.


31.


Controlling party

The ultimate controlling party is Literacy Capital Plc, a company incorporated in the UK and registered office is located at 3rd Floor, Charles House, 5-11 Regent Street, St James's, London SW1Y 4LR. 

Page 43