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Registered number:
FOR THE PERIOD ENDED 31 AUGUST 2024
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HARRIS TOPCO LIMITED
COMPANY INFORMATION
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HARRIS TOPCO LIMITED
CONTENTS
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HARRIS TOPCO LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 AUGUST 2024
The directors present their strategic report together with the audited financial statements for the period ended 31 August 2024.
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.
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.
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HARRIS TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2024
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.
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.
This report was approved by the board on 29 January 2025 and signed on its behalf.
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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.
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.
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 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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.
The loss for the period, after taxation, amounted to £2,816,166.
No dividends will be distributed for the period ended 31 August 2024.
The directors who served during the period were:
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HARRIS TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2024
The Group will continue to operate as outlined in the principal activity note above.
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.
There have been no significant events affecting the Group since the year end.
The auditors, White Hart Associates (London) Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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HARRIS TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HARRIS TOPCO LIMITED
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 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).
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.
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.
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HARRIS TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HARRIS TOPCO LIMITED (CONTINUED)
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 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.
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.
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.
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HARRIS TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HARRIS TOPCO LIMITED (CONTINUED)
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.
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HARRIS TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HARRIS TOPCO LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in 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.
for and on behalf of
Chartered Accoutants and Statutory Auditors
2nd Floor, Nucleus House
2 Lower Mortlake Road
TW9 2JA
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HARRIS TOPCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 AUGUST 2024
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HARRIS TOPCO LIMITED
REGISTERED NUMBER: 15460546
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 January 2025.
The notes on pages 16 to 40 form part of these financial statements.
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HARRIS TOPCO LIMITED
REGISTERED NUMBER: 15460546
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 16 to 40 form part of these financial statements.
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HARRIS TOPCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 AUGUST 2024
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HARRIS TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 AUGUST 2024
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HARRIS TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 AUGUST 2024
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HARRIS TOPCO LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 AUGUST 2024
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
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
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:
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.
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.
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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.
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
2.Accounting policies (continued)
In the Company financial statements the share-based payment charge relates to grant of shares to directors and key employees of the Company.
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
2.Accounting policies (continued)
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
2.Accounting policies (continued)
Goodwill
Other intangible assets
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.
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:
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.
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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.
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
2.Accounting policies (continued)
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.
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
2.Accounting policies (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.
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
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.
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
11.Taxation (continued)
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.
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
Page 31
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
Note 20 provides further details of the Loan Notes.
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
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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.
Foreign exchange reserve
foreign exchange forward contract derivatives are recognised in the Foreign exchange reserve.
Other reserves
Profit and loss account
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
Page 36
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
25.Business combinations (continued)
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).
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
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.
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.
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
Page 39
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HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
30.Related party transactions (continued)
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.
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.
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