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Registered number: 15460546









HARRIS TOPCO LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 AUGUST 2024

 
HARRIS TOPCO LIMITED
 
 
COMPANY INFORMATION


Directors
D Acarnley (appointed 16 May 2024)
R W Bowden-Doyle (appointed 16 May 2024)
A Broomberg (appointed 16 May 2024)
E Moore (appointed 28 May 2024)
S Whittle (appointed 16 May 2024)




Registered number
15460546



Registered office
8 Hattersley Court
Ormskirk

England

L39 2AY




Trading Address
8 Hattersley Court
Ormskirk

England

L39 2AY






Independent auditors
White Hart Associates (London) Limited
Chartered Accoutants and Statutory Auditors

2nd Floor, Nucleus House

2 Lower Mortlake Road

Richmond

TW9 2JA





 
HARRIS TOPCO LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 8
Consolidated Statement of Comprehensive Income
9
Consolidated Statement of Financial Position
10
Company Statement of Financial Position
11
Consolidated Statement of Changes in Equity
12
Company Statement of Changes in Equity
13
Consolidated Statement of Cash Flows
14
Consolidated Analysis of Net Debt
15
Notes to the Financial Statements
16 - 40


 
HARRIS TOPCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 AUGUST 2024

Introduction
 
The directors present their strategic report together with the audited financial statements for the period ended 31 August 2024.

Business review
 
The Group is required by the Companies Act 2006 to set out in this report a fair review of the business of the Group during the period ended 31 August 2024, the position of the Group at the end of the period and a description of the principal risks and uncertainties facing the Group. This review is prepared solely to provide additional information to shareholders to assess the Group’s strategies and the potential for those strategies to succeed, and the business review should not be relied upon by any other party or for any other purpose.
The Group made a loss of £2,804,949 in the year, mainly due to amortisation of goodwill, interest payable on loan notes and loss since acquisition. The loss since acquisition is due to the majority of departures being pre acquisition.
The overall performance for the acquired subsidiary (Distant Journeys Limited) in the year is available on Companies House and detailed in the paragraph below:
Turnover increased by £11.8m to £34.3m (2023: £22.5m) and Gross Profit increased by £3.7m to £8.0m (2023: £4.3m). The strong underlying cash generation led to an increase in net assets of £0.8m to £2.7m (2023: £1.9m). The Group delivered a strong financial performance during the year, driven by continued growth within its premium escorted tour products. A number of new tours were launched during the year, facilitated by the Company’s asset-light operating model and a continued demand for product by its customer set, with holidays remaining a top priority discretionary spend.

Future outlook
 
Consumers are increasingly seeking experiential holidays and the tours offered by the Company are designed to allow customers to immerse themselves in the history, culture and scenery of the countries they are visiting. The future prospects of the business look encouraging with forward bookings at record levels.
The Company continues to invest in its core operations with an increase in headcount of 12 employees to 37 (2023: average of 25). The Company has a significant database of past travellers and is achieving excellent levels of repeat bookings with customers booking holidays to the expanding destination portfolio offered by the Company. The Product Development team has identified and developed several new itineraries, which will be introduced in the 2025 and 2026 financial years. 

Page 1

 
HARRIS TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2024

Principal risks and uncertainties
 
There are a number of potential risks and uncertainties which could impact on the Group's performance, and the directors regularly review the financial position of the Group and take appropriate action. These forecasts show that the Group has sufficient liquidity to trade in all scenarios envisaged by the directors.
The operations of the Groups investments are monitored by a number of regulators, including the Civil Aviation Authority (“CAA”) which issues an Air Travel Organisers Licence (“ATOL”), which is required for the Company to sell and operate flight based holidays. This licence is renewed in March each year and is subject to assessments as detailed on the CAA website (www.caa.co.uk).
Consumer demand for travel has remained robust despite it being a discretionary expenditure. The Company provides tours that a customer could not dynamically package themselves for a lower price due to our ability to negotiate volume discounts with suppliers. This combined with high levels of service gives the Company a defensible product positioning. 
The Company is heavily dependent on the uninterrupted operation of its IT systems which are vulnerable to various factors. Loss of these systems would impair the ability of the Company to carry on its business effectively. The Company has made arrangements to mitigate this risk.
 

Financial key performance indicators
 
The Group established key performance indicators to measure the progress of the Group in achieving both its business objectives and strategy. The executive team reviews performance against these at monthly meetings. The indicators are shown below and cover the period since the acquisition of Distant Journeys Limited, from 16 May 2024 until 31 August 2024.

2024
£
Turnover

2,207,641

Gross Profit

644,135

Gross Profit as a percentage of turnover

29.2%

Operating Loss

2,327,106



This report was approved by the board on 29 January 2025 and signed on its behalf.



E Moore
Director

Page 2

 
HARRIS TOPCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 AUGUST 2024

The directors present their report and the financial statements for the period ended 31 August 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;

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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.

Results and dividends

The loss for the period, after taxation, amounted to £2,816,166.

No dividends will be distributed for the period ended 31 August 2024.

Directors

The directors who served during the period were:

D Acarnley (appointed 16 May 2024)
R W Bowden-Doyle (appointed 16 May 2024)
A Broomberg (appointed 16 May 2024)
E Moore (appointed 28 May 2024)
S Whittle (appointed 16 May 2024)
F Bacon (appointed 21 March 2024, resigned 16 May 2024)
J Jones (appointed 2 February 2024, resigned 21 March 2024)
Squire Patton Boggs Directors Limited (appointed 2 February 2024, resigned 21 March 2024)

Page 3

 
HARRIS TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2024

Future developments

The Group will continue to operate as outlined in the principal activity note above.

Going concern

The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the Going Concern basis of accounting in preparing the annual financial statements.

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

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsWhite Hart Associates (London) Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 29 January 2025 and signed on its behalf.
 





E Moore
Director

Page 4

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

Opinion


We have audited the financial statements of Harris Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 August 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 August 2024 and of the Group's loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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, 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 5

 
HARRIS TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HARRIS 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 period 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 3, 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 6

 
HARRIS TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HARRIS 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:

- We exercise professional judgement and maintain professional scepticism throughout the audit;
- We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the deliberate override of internal control;
- We obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control;
- We evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made;
- We assess the risk of management override of controls, including testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;
- We review the scope of the Company's compliance with its regulator, the Civil Aviation Authority ("CAA"), and its membership of The Association of Bonded Travel Organisers Trust ("ABTOT") and sample test relevant documentation to assess this and the effectiveness of its control environment;
- We request and review the minutes of management meetings, and assess any matters identified not already provided for or disclosed that may materially impact the financial statements;
- We review the Company's relationships with related parties, identifying and disclosing transactions during the year and balances at year-end with such parties;
- We conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the entity to cease to continue as a going concern. 


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 7

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



Use of our report
 

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





Ms N A Spoor FCA FCCA (Senior Statutory Auditor)
  
for and on behalf of
White Hart Associates (London) Limited
 
Chartered Accoutants and Statutory Auditors
  
2nd Floor, Nucleus House
2 Lower Mortlake Road
Richmond
TW9 2JA

29 January 2025
Page 8

 
HARRIS TOPCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 AUGUST 2024

2024
Note
£

  

Turnover
 4 
2,207,641

Cost of sales
  
(1,563,506)

Gross profit
  
644,135

Administrative expenses
  
(2,479,451)

Exceptional administrative expenses
 12 
(491,790)

Operating loss
 5 
(2,327,106)

Interest receivable and similar income
 9 
144,074

Interest payable and similar expenses
 10 
(891,545)

Loss before taxation
  
(3,074,577)

Tax on loss
 11 
258,411

Loss for the financial period
  
(2,816,166)

  

Fair value gain/(loss) on cash flow hedges
  
11,217

Other comprehensive income for the period
  
11,217

Total comprehensive income for the period
  
(2,804,949)

Loss for the period attributable to:
  

Owners of the parent Company
  
(2,816,166)

  
(2,816,166)

Total comprehensive income for the period attributable to:
  

Owners of the parent Company
  
(2,804,949)

  
(2,804,949)

The notes on pages 16 to 40 form part of these financial statements.

Page 9

 
HARRIS TOPCO LIMITED
REGISTERED NUMBER: 15460546

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2024

2024
Note
£

Fixed assets
  

Intangible assets
 13 
24,669,384

Tangible assets
 14 
653,770

  
25,323,154

Current assets
  

Debtors: amounts falling due within one year
 16 
4,795,025

Cash at bank and in hand
 17 
15,696,511

  
20,491,536

Creditors: amounts falling due within one year
 18 
(22,318,602)

Net current liabilities
  
 
 
(1,827,066)

Total assets less current liabilities
  
23,496,088

Creditors: amounts falling due after more than one year
 19 
(25,763,591)

Provisions for liabilities
  

Deferred taxation
 21 
(22,069)

  
 
 
(22,069)

Net liabilities
  
(2,289,572)


Capital and reserves
  

Called up share capital 
 22 
100,000

Foreign exchange reserve
 23 
11,217

Other reserves
 23 
415,377

Profit and loss account
 23 
(2,816,166)

Equity attributable to owners of the parent Company
  
(2,289,572)

  
(2,289,572)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 January 2025.


E Moore
Director

The notes on pages 16 to 40 form part of these financial statements.

Page 10

 
HARRIS TOPCO LIMITED
REGISTERED NUMBER: 15460546

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2024

2024
Note
£

Fixed assets
  

Investments
 15 
54,399

  
54,399

Current assets
  

Debtors: amounts falling due within one year
 16 
57,603

  
57,603

Creditors: amounts falling due within one year
 18 
(4,000)

Net current assets
  
 
 
53,603

Total assets less current liabilities
  
108,002

  

  

Net assets
  
108,002


Capital and reserves
  

Called up share capital 
 22 
100,000

Other reserves
 23 
207,089

Loss for the period
  
(199,087)

Profit and loss account carried forward
  
(199,087)

  
108,002


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 January 2025.


E Moore
Director

The notes on pages 16 to 40 form part of these financial statements.

Page 11

 
HARRIS TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 AUGUST 2024


Called up share capital
Foreign exchange reserve
Other reserves
Profit and loss account
Total equity

£
£
£
£
£


Comprehensive income for the period

Loss for the period

-
-
-
(2,816,166)
(2,816,166)

Changes in fair value of foreign
exchange hedging instrument
-
11,217
-
-
11,217


Other comprehensive income for the period
-
11,217
-
-
11,217


Total comprehensive income for the period
-
11,217
-
(2,816,166)
(2,804,949)


Contributions by and distributions to owners

Shares issued during the period
100,000
-
-
-
100,000

Share based payment
-
-
415,377
-
415,377


Total transactions with owners
100,000
-
415,377
-
515,377


At 31 August 2024
100,000
11,217
415,377
(2,816,166)
(2,289,572)

The notes on pages 16 to 40 form part of these financial statements.

Page 12

 
HARRIS TOPCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 AUGUST 2024


Called up share capital
Other reserves
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the period

-
-
(199,087)
(199,087)


Other comprehensive income for the period
-
-
-
-


Total comprehensive income for the period
-
-
(199,087)
(199,087)


Contributions by and distributions to owners

Shares issued during the period
100,000
-
-
100,000

Share based payment
-
207,089
-
207,089


At 31 August 2024
100,000
207,089
(199,087)
108,002

The notes on pages 16 to 40 form part of these financial statements.

Page 13

 
HARRIS TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 AUGUST 2024

2024
£

Cash flows from operating activities

Loss for the financial period
(2,816,166)

Adjustments for:

Amortisation of intangible assets
741,140

Depreciation of tangible assets
10,424

Loss on disposal of tangible assets
20,553

Interest paid
891,545

Interest received
(144,074)

Taxation charge
(258,411)

Increase in debtors
(1,338,109)

Increase in creditors
8,014,192

Corporation tax received
662,915

Share based payments
415,377

Net fair value losses/(gains) recognised in OCI
11,217

Net cash generated from operating activities

6,210,603


Cash flows from investing activities

Acquisition of subsidiary net of cash acquired (Note 25)
(6,045,652)

Purchase of tangible fixed assets
(24,766)

Sale of tangible fixed assets
53,805

Interest received
144,074

Net cash from investing activities

(5,872,539)

Cash flows from financing activities

Issue of ordinary shares
65,846

Other new loans
15,292,601

Net cash used in financing activities
15,358,447

Net increase in cash and cash equivalents
15,696,511

Cash and cash equivalents at the end of period
15,696,511


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
15,696,511

15,696,511


Page 14

 
HARRIS TOPCO LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 AUGUST 2024





Cash flows (including acquisition)
Deferred Consideration
New loans
At 31 August 2024
£

£

£

£

Cash at bank and in hand

15,696,511

-

-

15,696,511

Debt due after 1 year

-

-

(25,763,591)

(25,763,591)

Debt due within 1 year

-

(1,086,957)

(1,660,954)

(2,747,911)


15,696,511
(1,086,957)
(27,424,545)
(12,814,991)

The notes on pages 16 to 40 form part of these financial statements.

Page 15

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

1.


General information

Harris Topco Ltd is a limited Company incorporated in the United Kingdom. The address of the registered office is given in the Company information page of these financial statements. The principal activity was that of a holding company of a trading group.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

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

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

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

 
2.3

Going concern

The financial statements have been prepared on a Going Concern basis. The directors have assessed the Group and Company's financial position and forecast cash flows and are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they believe it is appropriate to adopt the Going Concern basis in preparing these financial statements.

Page 16

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

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

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

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income. All other realised foreign exchange gains and losses are presented in the profit and loss account.

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

 
2.5

Turnover

Turnover, excluding value added tax, represents the value of transactions, being hotels, flights and ancillary products in which the Group is, for these purposes, regarded as being the principal. 
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Company and the revenue can be reliably measured. Revenue is measured as the fair value of the
consideration received or receivable, excluding discounts, rebates, value added tax and other sales
taxes. The following criteria must also be met before revenue is recognised:
Turnover is recognised on tour departure date during the year. Related cost of sales are charged to
the profit and loss account on the same basis.

 
2.6

Interest income

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

Page 17

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

2.Accounting policies (continued)

 
2.7

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.

 
2.8

Borrowing costs

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

 
2.9

Pensions

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.

 
2.10

Equity settled share-based payments

IIn the Group consolidated financial statements, where shares are granted to directors and key employees in group companies in respect of the Company’s shares, the fair value of the shares is determined at the date of grant and charged to profit or loss in full the date of grant.  The fair value is based upon open market value of the shares reflecting the voting rights attached to the shares, including any restrictions, and the fair value of the net assets of the Group. 
In the Company financial statements the share-based payment charge relates to grant of shares to directors and key employees of the Company.

Page 18

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

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

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

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

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

 
2.12

Exceptional items

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

Page 19

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

2.Accounting policies (continued)

 
2.13

Intangible assets

Goodwill

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

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.14

Tangible fixed assets

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. 

Depreciation is provided on the following basis:

Freehold property
-
1%
straight line
Motor vehicles
-
20%
reducing balance
Fixtures and fittings
-
15%
straight line
Office equipment
-
33%
straight line

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

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

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

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.

Page 20

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

2.Accounting policies (continued)

 
2.16

Debtors

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

 
2.17

Cash and cash equivalents

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

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

 
2.18

Creditors

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

 
2.19

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.

  
2.20

Deferred Consideration

Deferred consideration arises when part of the purchase price for an acquisition is payable after the date of acquisition. The company recognises deferred consideration at its fair value at the acquisition date as part of the total cost of the business combination.
Where the deferred consideration is contingent upon future performance or events, the fair value is estimated based on the probability of the conditions being met. Any subsequent changes to the fair value of contingent deferred consideration are recognised in profit or loss, unless they qualify as adjustments during the measurement period for the business combination.
If the deferred consideration includes a financing element, the liability is initially recognised at its present value, with the unwinding of the discount recognised as a finance cost over the deferral period. The liability is adjusted for any payments made or changes to the expected amount payable.

Page 21

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

2.Accounting policies (continued)

 
2.21

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
 

Page 22

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

2.Accounting policies (continued)


2.21
Financial instruments (continued)

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss, except where hedge accounting is applied, where the instrument is a cash flow hedge and the fair value movement is reflected on the Hedging reserve.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 23

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
a) Critical judgments in applying the Group's accounting policies
The directors believe that there are no critical judgments involved in applying the Group's accounting policies that warrant disclosure.
b) Key accounting estimates and assumptions
The directors believe that there are no key accounting estimates and assumptions involved in applying the Group's accounting policies that warrant disclosure. 


4.


Turnover

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


2024
£

Sale of tours
2,044,358

Commissions
7,346

Other income
155,937

2,207,641


All turnover arose within the United Kingdom.


5.


Operating loss

The operating loss is stated after charging:

2024
£

Depreciation of tangible assets
10,424

Exchange differences
50,676

Auditors remuneration
29,000

Share based payments
415,377

Deal costs
76,413

Page 24

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

6.


Auditors' remuneration

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


2024
£

Fees payable to the Group's auditors for the audit of the consolidated and parent Company's financial statements
29,000


7.


Employees

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


Group
Company
2024
2024
£
£


Wages and salaries
486,053
156,040

Social security costs
39,841
-

Cost of defined contribution scheme
29,685
-

555,579
156,040


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



Group
Company
        2024
        2024
            No.
            No.







Sales Staff
20
-



Administrative Staff
17
-



Management
5
5

42
5

Page 25

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

8.


Directors' remuneration

2024
£

Directors' emoluments
156,040

156,040


The  Group paid £18,000 into defined contribution scheme for the directors in the period.
On 16 May 2024 the directors of the Company purchased 85,000 C shares of the Company at nominal value. The Group and Company recognised a share based payment charge of £207,089 in profit or loss in respect of this award.
The highest paid director received remuneration of £30,083, pension contributions of £18,000 and purchased 25,000 C shares at nominal value considered by the Group to have a value of £4.27 on the day of purchase.


9.


Interest receivable

2024
£


Other interest receivable
144,074

144,074


10.


Interest payable and similar expenses

2024
£


Other loan interest payable
891,545

891,545

Page 26

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

11.


Taxation


2024
£

Corporation tax


Current tax on post acquisition loss
(272,189)


(272,189)


Total current tax
(272,189)

Deferred tax


Origination and reversal of timing differences
13,778

Total deferred tax
13,778


Tax on loss
(258,411)
Page 27

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
 
11.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 25%. The differences are explained below:

2024
£


Loss on ordinary activities before tax
(3,074,577)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
(768,644)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
185,285

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
120,235

Capital allowances for period in excess of depreciation
47,990

Utilisation of tax losses
(23,434)

Adjustment in respect of acquired tax balance
166,379

Deferred tax
13,778

Total tax charge for the period
(258,411)


Factors that may affect future tax charges

Deferred taxes at the Statement of Financial Position date have been measured using the rates that will be applicable in the periods to which they relate.


12.


Exceptional items

2024
£


Deal costs
76,413

Share Based Payments Charge
415,377

491,790

Page 28

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

13.


Intangible assets

Group and Company




Goodwill

£



Cost


Additions
25,410,524



At 31 August 2024

25,410,524



Amortisation


Charge for the period
741,140



At 31 August 2024

741,140



Net book value



At 31 August 2024
24,669,384

Goodwill arising on consolidation, relating to the acquisition of Distant Journeys Limited and its subsidiaries is being amortised on a straight line basis over 10 years from the date of acquisition on 16 May 2024.



Page 29

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

14.


Tangible fixed assets

Group






Freehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Total

£
£
£
£
£



Cost or valuation


Additions
-
6,168
-
18,598
24,766


Acquisition of subsidiary
572,773
25,712
107,450
7,851
713,786


Disposals
-
-
(70,446)
(3,912)
(74,358)



At 31 August 2024

572,773
31,880
37,004
22,537
664,194



Depreciation


Charge for the period on owned assets
2,012
4,669
2,847
896
10,424



At 31 August 2024

2,012
4,669
2,847
896
10,424



Net book value



At 31 August 2024
570,761
27,211
34,157
21,641
653,770

Page 30

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
54,399



At 31 August 2024
54,399





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Harris Bidco Limited
8 Hattersley Court, Ormskirk, Lancashire, L39 2AY
Ordinary
100%
Distant Journeys Limited
8 Hattersley Court, Ormskirk, Lancashire, L39 2AY
Ordinary
100%
Distant Journeys DMC Limited
8 Hattersley Court, Ormskirk, Lancashire, L39 2AY
Ordinary
100%

The aggregate of the share capital and reserves as at 31 August 2024 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit
£
£

Harris Bidco Limited
1,176,004
1,121,605

Distant Journeys Limited
2,665,741
1,884,418

Distant Journeys DMC Limited
177,326
96,824

Page 31

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

16.


Debtors

Group
Company
2024
2024
£
£


Amounts owed by group undertakings
-
57,603

Other debtors
310,170
-

Prepayments and accrued income
4,484,855
-

4,795,025
57,603


Included within Prepayments and accrued income above are payments made to suppliers relating to bookings departing after the period end, where the Group is acting as principal. The total of these prepaid costs at 31 August 2024 was £4,269,437.


17.


Cash and cash equivalents

Group
2024
£

Cash at bank and in hand
15,696,511

15,696,511



18.


Creditors: Amounts falling due within one year

Group
Company
2024
2024
£
£

Other loans
1,660,954
-

Trade creditors
564,317
-

Deferred consideration
1,086,957
-

Corporation tax
662,915
-

Other taxation and social security
46,191
-

Other creditors
6,000
-

Accruals and deferred income
18,165,206
4,000

Financial instruments
126,062
-

22,318,602
4,000


Included within Accruals and deferred income above are receipts from suppliers relating to bookings departing after the period end, less amounts already recognised during the period in line with the Group's turnover policies, where the Group is acting as principal. The total of these receipts taken in advance at 31 August 2024 was £17,994,420.

Page 32

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

19.


Creditors: Amounts falling due after more than one year

Group
2024
£

Other loans
25,763,591

25,763,591



The following liabilities were secured:
Group
2024
£

Loan Notes as detailed below

Due between one and two years
1,700,645

Due between two and five years
24,062,946

25,763,591

Note 20  provides further details of the Loan Notes.

20.


Loans

The Group Loan Notes are secured by a fixed and floating charge over the assets of the Company and its subsidiaries, dated and registered with Companies House on 16 May 2024.
Other loans are made up of A,B & C Loan notes
The A Loan notes are repayable by means of an annual payment over five years and bear interest at a rate of SONIA + 4.5% per annum.
The B Loan notes are repayable by means of an annual payment over five years and bear interest at a rate of 8% paid, 4% rolled per annum.
The C Loan notes are repayable by means of an annual payment over five years and bear interest at a rate of 12% per annum.
The A, B and C Loan Notes are payable over the following periods:


Group
2024
£

Due within one year
1,660,954

Due between one and two years
1,700,645

Due between two and five years
24,062,946

27,424,545


Page 33

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

21.


Deferred taxation


Group



2024


£



Charged to profit or loss
(13,778)


Arising on acquisition of subsidiaries
(8,291)



At end of year
(22,069)

The deferred taxation balance is made up as follows:


Group
2024
£

Accelerated capital allowances
(22,069)

(22,069)


22.


Share capital

2024
£
Allotted, called up and fully paid


543,989 A Shares shares of £0.10 each
54,399
296,011 B Shares shares of £0.10 each
29,601
160,000 C Shares shares of £0.10 each
16,000

100,000


Page 34

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

22.Share capital (continued)

The A shares of £0.10 each have attached to them full voting rights. On a material default (and provided 50% or more of the holders of A shares notify the Company in writing of such material default), the A shares shall have 95% of the total voting rights attaching to all shares. The A shares hold dividend and capital distribution (including on a winding up) rights in priority to the other equity shares. They do not confer any rights of redemption.
The B shares of £0.10 each have attached to them full voting rights except in the event of a material default (and provided 50% or more of the holders of A shares notify the Company in writing of such material default), in which case the A shares, as a class, are entitled to 95% of all votes capable of being cast. The B shares carry a right to dividends and a return of capital (including on a winding up), after payment to the A shares of the participating dividend. They do not confer any rights of redemption.
The C shares of £0.10 each have attached to them full voting rights except in the event of a material default (and provided 50% or more of the holders of A shares notify the Company in writing of such material default), in which case the A shares, as a class, are entitled to 95% of all votes capable of being cast. The C shares carry a right to dividends and a return of capital (including on a winding up), after payment to the A shares of the participating dividend. They do not confer any rights of redemption.
On 2 February 2024, 1 Ordinary A share of £1 each was issued and paid for at par.
On 16 May 2024, the existing Ordinary A share of £1 Share Capital was sub-divided into £0.1 shares and £543,979 new Ordinary A shares were issued and paid for at par.
Additionally on the same date, the Company issued a total of 296,011 B shares of £0.10 each and 160,000 C shares of £0.10 each at par. Of these shares the Company issued 291,538 B shares of £0.10 each and 50,000 C shares of £0.10 each in the capital of the Company in exchange for the receipt of £34,153.80 D loan notes in Harris Bidco Limited pursuant to a put and call option agreement dated 16 May 2024.


23.


Reserves

Foreign exchange reserve

In accordance with the Company's accounting policies, the effective portion of changes in the fair value of
foreign exchange forward contract derivatives are recognised in the Foreign exchange reserve.

Other reserves

The Other reserves is a Share-based payment reserve that represents the cumulative expense recognised for equity-settled share-based payment transactions granted to employees and other eligible parties

Profit and loss account

The profit and loss account represents all current and prior period retained profits and losses, less any dividends paid to the Company's parent.

Page 35

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

24.


Share-based payments

As part of the acquisition of Distant Journeys Limited on 16 May 2024, Harris Topco Limited sold C shares at nominal value to key management personnel. These shares were sold with no further service conditions required, and therefore, the fair value of the shares has been fully recognised as a share-based payment charge under FRS 102 Section 26. The relevant date for valuation of the C shares is the sale on the 24 May.

Number of shares
Nominal value
Market value
        £
        £

16th May 2024 sale of C shares

135,000

0.1

4.27
 

The Operating loss note discloses the value of the share based payment charge associated with this transaction.


25.
 

Business combinations



Acquisition of Distant Journeys Limited and its subsidiary

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
713,785
-
713,785

713,785
-
713,785

Current Assets

Investments
600
79,902
80,502

Debtors
3,376,414
-
3,376,414

Cash at bank and in hand
11,434,850
-
11,434,850

Total Assets
15,525,649
79,902
15,605,551

Creditors

Due within one year
(9,847,766)
(137,279)
(9,985,045)

Total Identifiable net assets
5,677,883
(57,377)
5,620,506


Goodwill
25,410,524

Total purchase consideration
31,031,030

Page 36

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

25.Business combinations (continued)

Consideration

£


Cash
17,480,502

Shares
34,154

Loan notes
11,115,846

Deferred consideration
1,086,957

Deal fees
1,313,571

Total purchase consideration
31,031,030

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
17,480,502

17,480,502

Less: Cash and cash equivalents acquired
(11,434,850)

Net cash outflow on acquisition
6,045,652

The results of Distant Journeys Limited and its subsidiary since acquisition are as follows:

Current period since acquisition
£

Turnover
2,207,641

(Loss) for the period since acquisition
(799,353)

On 16 May 2024, the Group acquired 100% share capital of Distant Journeys Limited.


26.


Contingent liabilities

The Group currently holds an Air Travel Organisers' License ("ATOL) issued by the Civil Aviation Association Authority ("CAA), is a member of the Association of Bonded Travel Organisers Trust (ABTOT) and is an accredited agent of the International Air Transport Association ("IATA").
The Group is a member of the Association of Bonded Travel Organisers Trust (ABTOT). The Group provides ABTOT with a travel bond which at 31 August 2024 amounted to £120,134 (2023: £93,685).

Page 37

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

27.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £29,685. Contributions totalling £6,000 were payable to the fund at the reporting date and are included in creditors.


28.


Commitments under operating leases

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


Group
2024
£

Not later than 1 year
12,372

Later than 1 year and not later than 5 years
15,697

28,069

29.


Cash flow hedging

The Group enters into forward foreign currency contracts to mitigate exchange rate risk for certain foreign currency payables. These contracts are designated as cash flow hedges for probable foreign currency payments to suppliers for firm commitments in future periods. The objective of these hedges is to minimise the Group's exposure to foreign exchange risk between the prices agreed when customer bookings are made and when suppliers are paid.
At 31 August 2024, the Group had outstanding forward exchange contracts with a sterling equivalent of £15,520,567. The Group is committed to buying Australian Dollars (AUD), Indian Rupees (INR), New Zealand Dollars (NZD), Singapore Dollars (SGD), and United States Dollars (USD), and paying fixed sterling amounts. All outstanding contracts mature within 21 months of the period end.
The forward currency contracts are measured at fair value, determined using valuation techniques based on observable inputs, specifically forward exchange rates for GBP to the currencies listed above. At 31 August 2024, the fair value of these contracts was £126,052.
The Cash Flow Hedge Reserve represents the cumulative effective portion of gains or losses on hedging instruments used in cash flow hedges. These amounts are recognised in other comprehensive income and subsequently reclassified to profit or loss in the same period(s) during which the hedged item affects profit or loss.
For the reporting period, the movements in the Cash Flow Hedge Reserve reflect changes from acquisition, 16 May 2024, onwards. The fair value of the hedging instruments at acquisition was (£137,729). During the period, adjustments were made for the effective portion of hedging instruments utilised and reclassification adjustments as underlying transactions materialised, resulting in a movement of £11,217. This movement has been recognised in other comprehensive income, bringing the Cash Flow Hedge Reserve in line with the fair value of the derivatives at £126,052 as at 31 August 2024.

Page 38

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

30.


Related party transactions

The related party transactions for the period ended 31 August 2024 are as follows:


2024
£

Mobeus 2 LP
Immediate controlling partnership of the Group.
A Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
2,056,753
B Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
13,608,038
Interest payable to the related party for the period.
519,190
 
S Whittle
Director and shareholder.
C Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
2,874,413
Interest payable to the related party for the period.
97,680
 
 
N Whittle
Shareholder
C Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
2,874,413
Interest payable to the related party for the period.
97,680
 
 
A Laycock
Shareholder
A Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
1,067,179
C Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
365,276
Interest payable to the related party for the period.
41,860
 
 
S Laycock
Shareholder
A Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
1,067,179
C Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
365,276
Interest payable to the related party for the period.
41,860
 
 
R Hanson
Shareholder
A Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
1,067,179
C Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
365,276
Interest payable to the related party for the period.
41,860
Page 39

 
HARRIS TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

30.Related party transactions (continued)

G Hanson
Shareholder
A Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
1,067,179
C Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
365,276
Interest payable to the related party for the period.
41,860
 
R Bowden-Doyle
Director and shareholder.
B Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
152,171
Interest payable to the related party for the period.
5,171
 
S Lambert
Shareholder
B Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
38,680
Interest payable to the related party for the period.
1,314
 
SEJ Limited
Shareholder
B Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
38,680
Interest payable to the related party for the period.
1,314
 
S Lambert
Shareholder
B Loan Notes outstanding at the period end, secured by means of a fixed and floating charge over the assets of the Company and its subsidiaries.
51,574
Interest payable to the related party for the period.
1,753


31.


Controlling party

Harris Topco Limited is controlled by Mobeus 2 LP, a limited partnership registered in England and Wales. The registered office of Mobeus 2 LP is C/O Mobeus Equity Partners LLP, 1st Floor, 1 Babmaes Street, London, SW1Y 6HF.
In the opinion of the directors, there is no single individual who is the ultimate controlling party of Mobeus 2 LP.


32.


BSP Outstanding

As at August 2024 the company had £417,783 (2023: £233,286) of payments due to International Air Transport Association (IATA) for tickets issued in the month of August 2024.

Page 40