Company Registration No. 07413674 (England and Wales)
Journey Hospitality Limited
Annual report and financial statements
for the year ended 31 October 2024
Journey Hospitality Limited
Company information
Directors
Simon Bullingham
Mark Reed
Company number
07413674
Registered office
Journey Head Office
Elmstone Business Park, Stoke Road
Elmstone Hardwicke
Cheltenham
GL51 9SY
Independent auditor
Saffery LLP
St Catherine's Court
Berkeley Place
Clifton
Bristol
BS8 1BQ
Journey Hospitality Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 26
Journey Hospitality Limited
Strategic report
For the year ended 31 October 2024
1
The directors present the strategic report for the year ended 31 October 2024.
Review of the business
The company recorded a net loss after tax of £7,967,407 (2023: £5,776,883). The company had net liabilities of £11,321,676 (2023: net assets of £3,354,269).
The company had turnover of £8,477,296 (2023: £6,460,492) and a gross profit of £6,675,692 (2023: £4,885,869).
A 45% increase in revenue over the prior year underscores the successful execution of strategic initiatives, effective market positioning, and strong customer engagement.
The company is in a net liability position, however the company affirms its commitment to operating as a going concern, securing funding to bolster the financial position and sustain operations for the foreseeable future. Our strategic initiatives coupled with prudent financial management aim to migrate risks and capitalise on opportunities for growth.
The directors are pleased with the performance of the company. The results are in line with the expectations of the directors, with the company’s focus on the investment in its software products and services.
Principal risks and uncertainties
The directors consider that the financial risks relevant to the company are credit risk, cash flow risk and liquidity risk.
The company’s credit risk is primarily attributable to its trade debtors and their ability to meet payment obligations. To mitigate this risk, the company implements active credit control measures and closely monitors performance against key performance indicators.
The company’s cash flow risk is primarily attributable to its investment in research and development of its software products which may lead to periods of negative cash flow. To mitigate cash flow risk the company maintains a rigorous cash flow forecasting process, closely monitoring its cash flow position.
The company’s liquidity risk is mitigated by maintaining sufficient cash reserves and access to credit facilities. Regular stress testing of financial scenarios are performed to assess the company’s ability to withstand adverse scenarios.
Future developments
The company will continue its commitment to innovation in its product offering and market expansion.
Future business activities will focus on consolidating existing markets, targeting high-end luxury clients, and exploring new growth opportunities, including international expansion.
The company will also continue development of its onejourney platform, a unique eCommerce solution that enables the sale of a wide range of experiences, including rooms, spa treatments, dining, activities, and other hotel merchandise in a single ecommerce experience.
In November 2024, the company completed a £5,000,000 venture debt financing round. The proceeds were allocated to support ongoing product development, discharge obligations to the former owners of Premier Software, settle outstanding liabilities, and provide funding for working capital and strategic growth initiatives.
Key performance indicators
The key performance indicators that management monitors are turnover, gross margin and the operating result.
Journey Hospitality Limited
Strategic report (continued)
For the year ended 31 October 2024
2
Simon Bullingham
Director
9 May 2025
Journey Hospitality Limited
Directors' report
For the year ended 31 October 2024
3
The directors present their annual report and financial statements for the year ended 31 October 2024.
Principal activities
The principal activity of the company is to provide E-commerce Software and Digital Marketing services for the luxury hospitality sector.
The company’s primary focus for the last few years has been the development of its unified booking platform, One Journey, which continues to receive significant investment.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
No preference dividends were paid.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Simon Bullingham
Mark Reed
Simon Rowan
(Resigned 3 January 2025)
Research and development
During the year, the company invested £4,659,797 (2023: £3,232,510) on Research & Development.
Auditor
Saffery LLP have expressed their willingness to continue in office.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Journey Hospitality Limited
Directors' report (continued)
For the year ended 31 October 2024
4
Strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of its fair review of the business, principal risks and uncertainties, financial risks and future developments.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
Simon Bullingham
Director
9 May 2025
Journey Hospitality Limited
Independent auditor's report
To the member of Journey Hospitality Limited
5
Opinion
We have audited the financial statements of Journey Hospitality Limited (the 'company') for the year ended 31 October 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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 company's affairs as at 31 October 2024 and of its 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.
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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company 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 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Journey Hospitality Limited
Independent auditor's report (continued)
To the member of Journey Hospitality Limited
6
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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, 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 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 auditor's 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 financial statements.
Journey Hospitality Limited
Independent auditor's report (continued)
To the member of Journey Hospitality Limited
7
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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.
Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.
Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. Further, the engagement partner briefed the audit team fully regarding the known instance of fraud during the year, perpetrated by a former employee, as disclosed in the financial statements. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.
Journey Hospitality Limited
Independent auditor's report (continued)
To the member of Journey Hospitality Limited
8
Neil Davies
Senior Statutory Auditor
For and on behalf of Saffery LLP
9 May 2025
Statutory Auditors
St Catherine's Court
Berkeley Place
Clifton
Bristol
BS8 1BQ
Journey Hospitality Limited
Statement of comprehensive income
For the year ended 31 October 2024
9
2024
2023
Notes
£
£
Turnover
3
8,477,296
6,460,492
Cost of sales
(1,801,604)
(1,574,623)
Gross profit
6,675,692
4,885,869
Administrative expenses
(13,521,111)
(10,296,261)
Other operating income
107,728
Operating loss
4
(6,845,419)
(5,302,664)
Interest receivable and similar income
7
1,900
53,889
Interest payable and similar expenses
8
(2,161,114)
(776,103)
Loss before taxation
(9,004,633)
(6,024,878)
Tax on loss
9
1,037,226
247,995
Loss for the financial year
(7,967,407)
(5,776,883)
The income statement has been prepared on the basis that all operations are continuing operations.
Journey Hospitality Limited
Statement of financial position
As at 31 October 2024
10
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
10
160,304
226,636
Other intangible assets
10
7,753,907
9,679,729
Total intangible assets
7,914,211
9,906,365
Tangible assets
11
217,399
298,493
8,131,610
10,204,858
Current assets
Debtors
12
994,329
1,156,253
Cash at bank and in hand
303,811
359,932
1,298,140
1,516,185
Creditors: amounts falling due within one year
13
(19,330,151)
(12,326,733)
Net current liabilities
(18,032,011)
(10,810,548)
Total assets less current liabilities
(9,900,401)
(605,690)
Creditors: amounts falling due after more than one year
14
(607,653)
(1,651,659)
Provisions for liabilities
Deferred tax liability
16
813,622
1,096,920
(813,622)
(1,096,920)
Net liabilities
(11,321,676)
(3,354,269)
Capital and reserves
Called up share capital
18
1,479,645
1,479,645
Share premium account
89,999
89,999
Profit and loss reserves
(12,891,320)
(4,923,913)
Total equity
(11,321,676)
(3,354,269)
The financial statements were approved by the board of directors and authorised for issue on 9 May 2025 and are signed on its behalf by:
Simon Bullingham
Director
Company Registration No. 07413674
Journey Hospitality Limited
Statement of changes in equity
For the year ended 31 October 2024
11
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 November 2022
1,479,645
89,999
852,970
2,422,614
Year ended 31 October 2023:
Loss and total comprehensive income
-
-
(5,776,883)
(5,776,883)
Balance at 31 October 2023
1,479,645
89,999
(4,923,913)
(3,354,269)
Year ended 31 October 2024:
Loss and total comprehensive income
-
-
(7,967,407)
(7,967,407)
Balance at 31 October 2024
1,479,645
89,999
(12,891,320)
(11,321,676)
Journey Hospitality Limited
Notes to the financial statements
For the year ended 31 October 2024
12
1
Accounting policies
Company information
Journey Hospitality Limited is a private company limited by shares incorporated in England and Wales. The registered office is Journey Head Office, Elmstone Business Park, Stoke Road, Elmstone Hardwicke, Cheltenham, GL51 9SY.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Journey Topco Limited. These consolidated financial statements are available from its registered office, 77 Charlotte Street, London, England, W1T 4PW.
Journey Hospitality Limited
Notes to the financial statements (continued)
For the year ended 31 October 2024
1
Accounting policies (continued)
13
1.2
Going concern
The financial statements have been prepared on a going concern basis. The directors have assessed the company's ability to continue as a going concern for the foreseeable future.true
In making this assessment, the directors have considered the company’s current financial position, including significant net liabilities continuing losses. Management is closely monitoring the company’s cash flow requirements, assessing available funds, and reviewing detailed financial forecasts. Mitigating actions are being actively pursued to enhance financial stability and ensure the company can continue to meet its obligations as they fall due.
These financial statements do not include any adjustments that may be required if the company were unable to continue as a going concern.
The directors note that the company’s ability to continue as a going concern is dependent on the successful execution of its business plans and the absence of any unforeseen adverse events or material changes in the economic or regulatory environment.
The company has received written confirmation from its investors stating that they do not intend to demand repayment of their outstanding loans for a period of at least twelve months from the date of signing these financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, which relate to the financial period, and is shown net of VAT.
Agency revenue relates to ongoing services provided under contractual agreements with clients. Revenue is recognised in accordance with its stage of completion, which can be calculated on a monthly basis.
Tech revenue relates to commissions received and is recognised in accordance with when the service was provided.
1.4
Research and development expenditure
Research expenditure is expensed in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.5
Intangible fixed assets - goodwill
Goodwill arising on the acquisition of trade and assets in the year represents the excess of the fair value of the consideration over the fair value of the identifiable assets and liabilities acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 4 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
Journey Hospitality Limited
Notes to the financial statements (continued)
For the year ended 31 October 2024
1
Accounting policies (continued)
14
1.6
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised within administrative expenses so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Development costs
4 years straight line
Trademark and Software
4 years straight line
Development costs relate to improvements made to the One Journey platform with the economic benefit arising from these transactions expected to be realised over a number of years. Consequently, management have deemed it appropriate to capitalise these development costs. The development costs will not be amortised until they are fully ready for use and bringing economic benefit to the company.
Development costs are capitalised and as such, the Directors do not consider these costs to form realised losses for the purposes of calculating distributable reserves.
1.7
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold property
Over the period of the lease
Fixtures and fittings
20% straight line
Equipment
33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.8
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Journey Hospitality Limited
Notes to the financial statements (continued)
For the year ended 31 October 2024
1
Accounting policies (continued)
15
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.9
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
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 debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Journey Hospitality Limited
Notes to the financial statements (continued)
For the year ended 31 October 2024
1
Accounting policies (continued)
16
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
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.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Journey Hospitality Limited
Notes to the financial statements (continued)
For the year ended 31 October 2024
1
Accounting policies (continued)
17
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Journey Hospitality Limited
Notes to the financial statements (continued)
For the year ended 31 October 2024
1
Accounting policies (continued)
18
1.15
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.17
Material items which fall outside the ongoing activities of the company are separately disclosed in the statement of comprehensive income where they are relevant to understanding the true and fair view of financial performance of the company for the period reported.
2
Critical accounting judgements 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 considered 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 the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Going concern basis
In concluding that the company is able to continue as a going concern, the directors have produced a detailed cash flow forecast and have determined that further investment will be required within the next 12 months. See note 1.2 for more detail.
Valuation of intangible assets
Intangible assets a valued at the lower of fair value or cost less amortisation. Determining the costs attributed is based on employee salary capitalisation and capitalisation of purchases in respect of the intangible assets.
3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Tech
3,200,636
3,102,656
Premier and Agency
5,276,660
3,357,836
8,477,296
6,460,492
Journey Hospitality Limited
Notes to the financial statements (continued)
For the year ended 31 October 2024
3
Turnover (continued)
19
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
7,878,300
5,862,795
Europe
342,947
319,371
United States
39,986
61,033
Rest of the world
216,063
217,293
8,477,296
6,460,492
4
Operating loss
2024
2023
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses
9,933
1,490
Fees payable to the company's auditor for the audit of the company's financial statements
24,680
23,500
Depreciation of owned tangible fixed assets
157,449
111,988
Profit on disposal of tangible fixed assets
(911)
-
Amortisation of intangible assets
3,596,586
2,720,857
Operating lease charges
174,324
140,642
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Employees
136
100
2024
2023
£
£
Wages and salaries
5,862,128
4,279,107
Social security costs
636,945
558,707
Pension costs
114,387
80,993
6,613,460
4,918,807
During the year, £1,843,999 (2023: £837,139) of wage costs were capitalised as development costs. These are not included in the wage costs above.
Journey Hospitality Limited
Notes to the financial statements (continued)
For the year ended 31 October 2024
20
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
319,000
296,000
Company pension contributions to defined contribution schemes
1,321
1,321
320,321
297,321
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
199,000
175,000
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
1,900
53,889
8
Interest payable and similar expenses
2024
2023
£
£
Interest payable to group undertakings
1,981,114
776,103
Other interest
180,000
2,161,114
776,103
9
Taxation
2024
2023
£
£
Current tax
Adjustments in respect of prior periods
(753,928)
19,226
Journey Hospitality Limited
Notes to the financial statements (continued)
For the year ended 31 October 2024
9
Taxation
2024
2023
£
£ (continued)
21
Deferred tax
Origination and reversal of timing differences
(549,582)
(267,221)
Adjustment in respect of prior periods
266,284
Total deferred tax
(283,298)
(267,221)
Total tax credit
(1,037,226)
(247,995)
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(9,004,633)
(6,024,878)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 22.52%)
(2,251,158)
(1,356,670)
Tax effect of expenses that are not deductible in determining taxable profit
27,160
28,873
Tax effect of income not taxable in determining taxable profit
(1,991)
Change in unrecognised deferred tax assets
1,177,869
1,012,573
Adjustments in respect of prior years
266,284
19,226
Effect of change in corporation tax rate
(127,067)
Group relief
490,746
174,761
Permanent capital allowances in excess of depreciation
5,801
2,300
Research & Development tax relief
(753,928)
Taxation credit for the year
(1,037,226)
(247,995)
The company has trade losses carried forward of £6,648,009 (2023: £1,925,467). Additionally there are capital losses carried forwards of £236,012 (2023: £236,012).
Journey Hospitality Limited
Notes to the financial statements (continued)
For the year ended 31 October 2024
22
10
Intangible fixed assets
Goodwill
Development costs
Trademark and Software
Total
£
£
£
£
Cost
At 1 November 2023
265,330
8,585,607
5,060,000
13,910,937
Additions - internally developed
2,049,640
2,049,640
Additions - separately acquired
10,000
10,000
Disposals
(753,448)
(753,448)
At 31 October 2024
265,330
10,635,247
4,316,552
15,217,129
Amortisation and impairment
At 1 November 2023
38,694
3,159,149
806,729
4,004,572
Amortisation charged for the year
66,332
2,144,210
1,386,044
3,596,586
Disposals
(298,240)
(298,240)
At 31 October 2024
105,026
5,303,359
1,894,533
7,302,918
Carrying amount
At 31 October 2024
160,304
5,331,888
2,422,019
7,914,211
At 31 October 2023
226,636
5,426,458
4,253,271
9,906,365
11
Tangible fixed assets
Leasehold property
Fixtures and fittings
Equipment
Total
£
£
£
£
Cost
At 1 November 2023
299,278
276,263
446,777
1,022,318
Additions
30,326
9,523
37,611
77,460
Disposals
(36,914)
(36,914)
At 31 October 2024
329,604
285,786
447,474
1,062,864
Depreciation and impairment
At 1 November 2023
213,047
204,564
306,214
723,825
Depreciation charged in the year
32,497
47,995
76,957
157,449
Eliminated in respect of disposals
(35,809)
(35,809)
At 31 October 2024
245,544
252,559
347,362
845,465
Carrying amount
At 31 October 2024
84,060
33,227
100,112
217,399
At 31 October 2023
86,231
71,699
140,563
298,493
Journey Hospitality Limited
Notes to the financial statements (continued)
For the year ended 31 October 2024
23
12
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
816,582
707,617
Other debtors
370,096
Prepayments and accrued income
177,747
78,540
994,329
1,156,253
13
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Other borrowings
15
13,967,445
8,899,555
Trade creditors
495,226
623,559
Taxation and social security
2,285,405
652,399
Other creditors
1,138,708
1,015,324
Accruals and deferred income
1,443,367
1,135,896
19,330,151
12,326,733
14
Creditors: amounts falling due after more than one year
2024
2023
£
£
Other creditors
607,653
1,651,659
Other creditors relates to deferred consideration of the purchase of Premier Software Solutions Limited. This incurs interest at 5% per annum.
15
Loans and overdrafts
2024
2023
£
£
Loans from group undertakings
13,967,445
8,899,555
Payable within one year
13,967,445
8,899,555
Loans from group undertakings have no fixed repayment date and are unsecured. Interest is charged at a rate of 10% per annum on loans from group undertakings.
Journey Hospitality Limited
Notes to the financial statements (continued)
For the year ended 31 October 2024
24
16
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
39,031
59,570
Eligible intangible assets
777,358
1,040,117
Short term timing differences
(2,767)
(2,767)
813,622
1,096,920
2024
Movements in the year:
£
Liability at 1 November 2023
1,096,920
Credit to profit or loss
(283,298)
Liability at 31 October 2024
813,622
The deferred tax liability on eligible intangible assets is not expected to reverse within 12 months. R&D tax credits have been claimed on this expenditure however the asset is not expected to be sold in the short term.
All other deferred tax liabilities are expected to unwind in accordance with the useful lives of related assets and as profits become available to utilise carried forward losses.
Finance Bill 2021 increased the rate of corporation tax from 19% to 25% as of 1 April 2023. As this is the substantively enacted rate at the year end, deferred tax has been recorded at 25%.
17
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
114,387
80,993
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
Journey Hospitality Limited
Notes to the financial statements (continued)
For the year ended 31 October 2024
25
18
Share capital
2024
2023
£
£
Ordinary share capital
Issued and fully paid
25,702 Ordinary A shares of 1p each
257
257
48,000 Ordinary shares of 1p each
480
480
737
737
Preference share capital
Authorised
Issued and fully paid
1,478,908 Preference shares of £1 each
1,478,908
1,478,908
Preference shares classified as equity
1,478,908
1,478,908
Total equity share capital
1,479,645
1,479,645
Ordinary shares and Ordinary A shares each carry one vote per share and have equal rights to dividends and capital distribution.
Preference shares carry no rights to vote or to receive dividends. They are redeemable at par at the company’s option at any time. The preference shares hold priority to any surplus assets in the event of a return of capital or liquidation.
In the prior year, two employees were awarded C and D shares in Journey Topco Limited (intermediate parent). The shares granted have no voting rights. The employees paid 1p for the shares and this is not considered material by directors.
Following the year end, 6,077 Ordinary shares were issued at a nominal value of 1p per share.
19
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
91,893
93,198
Between two and five years
230,314
209,747
In over five years
28,125
322,207
331,070
Journey Hospitality Limited
Notes to the financial statements (continued)
For the year ended 31 October 2024
26
20
Events after the reporting date
In November 2024, the company raised £5m from a third party under a growth lending agreement. This attracts interest of 10% plus SONIA monthly for the first 12 months and then payments made after this date are against capital and interest. Financial covenants are in place. The loan is subject to fixed and floating charges over all property within the company.
Additionally, a shareholder provided further funding to the wider group in tranches following the year end totalling £550,000 under an existing funding agreement and is expected to provide a further £76,646 in May 2025. These amounts have resulted in an increase to the loans due to group companies within the company. These amounts are subject to the same terms as those described in note 15.
21
Related party transactions
The company has taken advantage of the exemption within FRS 102, which allows transactions entered into between members of a group not to be disclosed on the basis that any subsidiary undertaking party to the transaction is a wholly-owned member of the group.
A company director owed £nil (2023: £2,814) at the year end. This amount is included within other debtors in note 12.
Key management compensation has not been disclosed as the directors deem this to be equal to the directors remuneration disclosed in note 6.
22
Ultimate controlling party
The parent entity is Journey Bidco Limited. The ultimate parent company is RC Acquisitions I Gp Limited which is a company incorporated in Jersey and its registered address is 77 Charlotte Street, London, W1T 4PW.
The ultimate UK parent company is Journey Topco Limited. Its registered address is 77 Charlotte Street, London, W1T 4PW.
Consolidated financial statements have been prepared for Journey Topco Limited for the period ended 31 October 2024.
2024-10-312023-11-01falseCCH SoftwareCCH Accounts Production 2024.210Simon BullinghamMark ReedSimon Rowanfalsefalse074136742023-11-012024-10-3107413674bus:Director12023-11-012024-10-3107413674bus:Director22023-11-012024-10-3107413674bus:Director32023-11-012024-10-3107413674bus:RegisteredOffice2023-11-012024-10-31074136742024-10-31074136742022-11-012023-10-3107413674core:RetainedEarningsAccumulatedLosses2022-11-012023-10-3107413674core:RetainedEarningsAccumulatedLosses2023-11-012024-10-3107413674core:Goodwill2024-10-3107413674core:Goodwill2023-10-3107413674core:OtherResidualIntangibleAssets2024-10-3107413674core:OtherResidualIntangibleAssets2023-10-31074136742023-10-3107413674core:DevelopmentCostsCapitalisedDevelopmentExpenditure2024-10-3107413674core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2024-10-3107413674core:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-10-3107413674core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-10-3107413674core:LandBuildingscore:OwnedOrFreeholdAssets2024-10-3107413674core:FurnitureFittings2024-10-3107413674core:ComputerEquipment2024-10-3107413674core:LandBuildingscore:OwnedOrFreeholdAssets2023-10-3107413674core:FurnitureFittings2023-10-3107413674core:ComputerEquipment2023-10-3107413674core:CurrentFinancialInstrumentscore:WithinOneYear2024-10-3107413674core:CurrentFinancialInstrumentscore:WithinOneYear2023-10-3107413674core:Non-currentFinancialInstrumentscore:AfterOneYear2024-10-3107413674core:Non-currentFinancialInstrumentscore:AfterOneYear2023-10-3107413674core:CurrentFinancialInstruments2024-10-3107413674core:CurrentFinancialInstruments2023-10-3107413674core:ShareCapital2024-10-3107413674core:ShareCapital2023-10-3107413674core:SharePremium2024-10-3107413674core:SharePremium2023-10-3107413674core:RetainedEarningsAccumulatedLosses2024-10-3107413674core:RetainedEarningsAccumulatedLosses2023-10-3107413674core:ShareCapital2022-10-3107413674core:SharePremium2022-10-3107413674core:RetainedEarningsAccumulatedLosses2022-10-3107413674core:ShareCapitalOrdinaryShares2024-10-3107413674core:ShareCapitalOrdinaryShares2023-10-3107413674core:Goodwill2023-11-012024-10-3107413674core:IntangibleAssetsOtherThanGoodwill2023-11-012024-10-3107413674core:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-11-012024-10-3107413674core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-11-012024-10-3107413674core:LandBuildingscore:OwnedOrFreeholdAssets2023-11-012024-10-3107413674core:FurnitureFittings2023-11-012024-10-3107413674core:ComputerEquipment2023-11-012024-10-310741367412023-11-012024-10-310741367412022-11-012023-10-3107413674core:UKTax2023-11-012024-10-3107413674core:UKTax2022-11-012023-10-3107413674core:Goodwill2023-10-3107413674core:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-10-3107413674core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-10-31074136742023-10-3107413674core:Goodwillcore:InternallyGeneratedIntangibleAssets2023-11-012024-10-3107413674core:DevelopmentCostsCapitalisedDevelopmentExpenditurecore:InternallyGeneratedIntangibleAssets2023-11-012024-10-3107413674core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillcore:InternallyGeneratedIntangibleAssets2023-11-012024-10-3107413674core:InternallyGeneratedIntangibleAssets2023-11-012024-10-3107413674core:Goodwillcore:ExternallyAcquiredIntangibleAssets2023-11-012024-10-3107413674core:DevelopmentCostsCapitalisedDevelopmentExpenditurecore:ExternallyAcquiredIntangibleAssets2023-11-012024-10-3107413674core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillcore:ExternallyAcquiredIntangibleAssets2023-11-012024-10-3107413674core:ExternallyAcquiredIntangibleAssets2023-11-012024-10-3107413674core:LandBuildingscore:OwnedOrFreeholdAssets2023-10-3107413674core:FurnitureFittings2023-10-3107413674core:ComputerEquipment2023-10-3107413674core:Non-currentFinancialInstruments12024-10-3107413674core:Non-currentFinancialInstruments12023-10-3107413674core:WithinOneYear2024-10-3107413674core:WithinOneYear2023-10-3107413674core:BetweenTwoFiveYears2024-10-3107413674core:BetweenTwoFiveYears2023-10-3107413674core:MoreThanFiveYears2024-10-3107413674core:MoreThanFiveYears2023-10-3107413674bus:PrivateLimitedCompanyLtd2023-11-012024-10-3107413674bus:FRS1022023-11-012024-10-3107413674bus:Audited2023-11-012024-10-3107413674bus:FullAccounts2023-11-012024-10-31xbrli:purexbrli:sharesiso4217:GBP