Caseware UK (AP4) 2024.0.164 2024.0.164 2024-08-312024-05-162024-05-162024-05-162024-05-282024-05-162024-05-162024-05-162024-05-162024-05-282024-05-162024-05-162024-08-31trueNo description of principal activitytruetrue2024-02-02false5falsefalse 15460523 2024-02-01 15460523 2024-02-02 2024-08-31 15460523 2022-09-01 2024-02-01 15460523 2024-08-31 15460523 c:Director1 2024-02-02 2024-08-31 15460523 c:Director1 2024-08-31 15460523 c:Director2 2024-02-02 2024-08-31 15460523 c:Director2 2024-08-31 15460523 c:Director3 2024-02-02 2024-08-31 15460523 c:Director3 2024-08-31 15460523 c:Director4 2024-02-02 2024-08-31 15460523 c:Director4 2024-08-31 15460523 c:Director5 2024-02-02 2024-08-31 15460523 c:Director5 2024-08-31 15460523 c:Director6 2024-02-02 2024-08-31 15460523 c:Director6 2024-08-31 15460523 c:Director7 2024-02-02 2024-08-31 15460523 c:Director7 2024-08-31 15460523 c:Director8 2024-02-02 2024-08-31 15460523 c:Director8 2024-08-31 15460523 c:RegisteredOffice 2024-02-02 2024-08-31 15460523 d:CurrentFinancialInstruments 2024-08-31 15460523 d:Non-currentFinancialInstruments 2024-08-31 15460523 d:CurrentFinancialInstruments d:WithinOneYear 2024-08-31 15460523 d:Non-currentFinancialInstruments d:AfterOneYear 2024-08-31 15460523 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2024-08-31 15460523 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2024-08-31 15460523 d:ReportableOperatingSegment1 2024-02-02 2024-08-31 15460523 d:UKTax 2024-02-02 2024-08-31 15460523 d:ShareCapital 2024-02-02 2024-08-31 15460523 d:ShareCapital 2024-08-31 15460523 d:SharePremium 2024-02-02 2024-08-31 15460523 d:SharePremium 2024-08-31 15460523 d:RetainedEarningsAccumulatedLosses 2024-02-02 2024-08-31 15460523 d:RetainedEarningsAccumulatedLosses 2024-08-31 15460523 c:OrdinaryShareClass1 2024-02-02 2024-08-31 15460523 c:OrdinaryShareClass1 2024-08-31 15460523 c:FRS102 2024-02-02 2024-08-31 15460523 c:Audited 2024-02-02 2024-08-31 15460523 c:FullAccounts 2024-02-02 2024-08-31 15460523 c:PrivateLimitedCompanyLtd 2024-02-02 2024-08-31 15460523 d:Subsidiary1 2024-02-02 2024-08-31 15460523 d:Subsidiary1 1 2024-02-02 2024-08-31 15460523 d:Subsidiary2 2024-02-02 2024-08-31 15460523 d:Subsidiary2 1 2024-02-02 2024-08-31 15460523 6 2024-02-02 2024-08-31 15460523 e:PoundSterling 2024-02-02 2024-08-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 15460523









HARRIS BIDCO LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 AUGUST 2024

 
HARRIS BIDCO 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
15460523



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 Accountants and Statutory Auditors

2nd Floor, Nucleus House

2 Lower Mortlake Road

Richmond

TW9 2JA





 
HARRIS BIDCO LIMITED
 

CONTENTS



Page
Strategic Report
1
Directors' Report
2 - 3
Independent Auditors' Report
4 - 7
Statement of Comprehensive Income
8
Statement of Financial Position
9
Statement of Changes in Equity
10
Notes to the Financial Statements
11 - 22


 
HARRIS BIDCO LIMITED
 
 
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 Company is required by the Companies Act 2006 to set out in this report a fair review of the business of the Company during the financial period ended 31 August 2024, the position of the Company at the end of the period and a description of the principal risks and uncertainties facing the Company. This review is prepared solely to provide additional information to shareholders to assess the Company’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. 
Due to the fact that the Company is a holding company, the Directors feel that there are no Key Performance Indicators to report. The group financial statements are prepared by the ultimate holding company, which incorporate a group strategic report.

Principal risks and uncertainties
 
There are a number of potential risks and uncertainties which could impact on the Company's performance, and the directors regularly review the financial position of the Company and take appropriate action. These forecasts show that the Company has sufficient liquidity to trade in all scenarios envisaged by the directors.
The operations of the investments are monitored by 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).
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 Company has well established and close relationships with suppliers, however if a relationship was lost or damaged this could have a negative impact on the operations of the business. The management team has regular meeting with suppliers to maintain good working relationships with them.
Due to the nature of its subsidiary operations, the Company is exposed to geopolitical risk. These include epidemics, natural disasters, acts of terrorism, extreme weather and changes in customer behaviour. These are mitigated by offering an increasing range of products and carefully monitoring any such risks.

 
 

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



E Moore
Director

Page 1

 
HARRIS BIDCO 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 Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company'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 Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Date of incorporation and principal activity
The Company was incorporated on 2 February 2024 and commenced trading on 16 May 2024 following the acquisition of Distant Journeys Limited and its subsidiaries.
The Company's principal activity during the period was that of a Company providing management services to its subsidiaries.

Results and dividends

The profit for the period, after taxation, amounted to £1,121,605.

No dividends will be distributed for the period ended 31 August 2024. However, a dividend of £2,021,748 was received from its subsidiary, Distant Journeys Limited, in the year.

Page 2

 
HARRIS BIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
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)

Future developments

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

Financial instruments

The Company has prepared a Statement of financial position under FRS102 in order to show fair value of its assets and liabilities which are subject to foreign exchange contracts. 

Going concern

The directors have a reasonable expectation that the Company 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'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's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company 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 3

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

Opinion


We have audited the financial statements of Harris Bidco Limited (the 'Company') for the period ended 31 August 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the 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 Company's affairs as at 31 August 2024 and of its profit 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 Company 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 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 4

 
HARRIS BIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HARRIS BIDCO 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 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 Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
HARRIS BIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HARRIS BIDCO 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 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 6

 
HARRIS BIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HARRIS BIDCO 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 Accountants and Statutory Auditors
  
2nd Floor, Nucleus House
2 Lower Mortlake Road
Richmond
TW9 2JA

29 January 2025
Page 7

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

2024
Note
£

  

Management fees receivable
  
8,402

Gross profit
  
8,402

Administrative expenses
  
(17,000)

Operating loss
  
(8,598)

Income from shares in group undertakings
  
2,021,748

Interest payable and similar expenses
 7 
(891,545)

Profit before tax
  
1,121,605

Profit for the financial period
  
1,121,605

Other comprehensive income for the period
  

Total comprehensive income for the period
  
1,121,605

The notes on pages 11 to 22 form part of these financial statements.

Page 8

 
HARRIS BIDCO LIMITED
REGISTERED NUMBER: 15460523

STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2024

2024
Note
£

Fixed assets
  

Investments
 9 
31,031,030

  
31,031,030

Current assets
  

Debtors: amounts falling due within one year
 10 
138,225

  
138,225

Creditors: amounts falling due within one year
 11 
(4,229,660)

Net current liabilities
  
 
 
(4,091,435)

Total assets less current liabilities
  
26,939,595

Creditors: amounts falling due after more than one year
 12 
(25,763,591)

  

Net assets
  
1,176,004


Capital and reserves
  

Called up share capital 
 14 
2

Share premium account
 15 
54,397

Profit and loss account
 15 
1,121,605

  
1,176,004


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 11 to 22 form part of these financial statements.

Page 9

 
HARRIS BIDCO LIMITED
 

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


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

£
£
£
£


Comprehensive income for the period

Profit for the period

-
-
1,121,605
1,121,605


Other comprehensive income for the period
-
-
-
-


Total comprehensive income for the period
-
-
1,121,605
1,121,605


Contributions by and distributions to owners

Shares issued during the period
2
54,397
-
54,399


Total transactions with owners
2
54,397
-
54,399


At 31 August 2024
2
54,397
1,121,605
1,176,004

The notes on pages 11 to 22 form part of these financial statements.

Page 10

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

1.


General information

Harris Bidco 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 of the Company is providing management services to its subsidiaries.

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 management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Harris Topco Limited as at 31 August 2024 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

 
2.3

Going concern

The financial statements have been prepared on a Going Concern basis. The directors have assessed the 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.

 
2.4

Revenue

Revenue comprises management fees receivable from the Company’s subsidiary. These fees are recognised in the financial statements when the services are rendered, the amount of revenue can be measured reliably, and it is probable that the economic benefits will flow to the Company.

 
2.5

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.

Page 11

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

2.Accounting policies (continued)

 
2.6

Borrowing costs

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

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company 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 Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.8

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.

 
2.9

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.

 
2.10

Financial instruments

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

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

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

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

Basic financial assets

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

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

Page 12

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

2.Accounting policies (continued)


2.10
Financial instruments (continued)

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.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future 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.

Page 13

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

2.Accounting policies (continued)


2.10
Financial instruments (continued)

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 Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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


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 Company's accounting policies
The directors believe that there are no critical judgments involved in applying the Company's accounting policies that warrant disclosure.
b) Key accounting estimates and assumptions
The directors believe that there are no key accounting estimates and assumptions involved in applying the Company's accounting policies that warrant disclosure.


4.


Turnover

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


2024
£

Management fees receivable
8,402

8,402


All turnover arose within the United Kingdom.

Page 14

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

5.


Auditors' remuneration

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


2024
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
17,000


6.


Employees




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


        2024
            No.






Average number of employees
5


7.


Interest payable and similar expenses

2024
£


Other loan interest payable
891,545

891,545

Page 15

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

8.


Taxation


2024
£

Corporation tax


Current tax on profits for the year
(124,450)


(124,450)


Group taxation relief
124,450


-


Total current tax
-

Deferred tax

Total deferred tax
-


Tax on profit
-

Factors affecting tax charge for the period

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

2024
£


Profit on ordinary activities before tax
1,121,605


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
280,401

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
100,586

Dividends from UK companies
(505,437)

Group relief
124,450

Total tax charge for the period
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.
Page 16

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

9.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


Additions
31,031,030



At 31 August 2024
31,031,030





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Distant Journeys Limited
8 Hattersley Court, Ormskirk, United Kingdom, L39 2AY
Ordinary
100%
Distant Journeys DMC Limited
8 Hattersley Court, Ormskirk, United Kingdom, 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
£
£

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

Distant Journeys DMC Limited
177,326
96,824

Page 17

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

10.


Debtors

2024
£


Other debtors
138,225

138,225



11.


Creditors: Amounts falling due within one year

2024
£

Other loans
1,660,954

Deferred consideration
1,086,957

Amounts owed to group undertakings
1,440,068

Accruals and deferred income
41,681

4,229,660



12.


Creditors: Amounts falling due after more than one year

2024
£

Other loans
25,763,591

25,763,591


The following liabilities were secured:

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 13 provides further details of the Loan Notes

Page 18

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

13.


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.



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



14.


Share capital

2024
£
Allotted, called up and fully paid


2 Ordinary shares of £1.00 each
2


The Ordinary shares of £1 each carry full voting rights, full dividend rights and full rights to participation in any capital distribution on winding up.
On 2 February 2024, 1 Ordinary share of £1 each was issued and paid for at par.
On 16 May 2024, 1 Ordinary share of £1 each was issued and paid for at a premium of £54,398 per share.

Page 19

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

15.


Reserves

Share premium account

The share premium account represents the additional amount shareholders have paid for their issued shares that was in excess of the par value of those shares.

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 20

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

16.


Related party transactions

The Company has taken advantage of the exemption in Financial Reporting Standard 102, paragraph 33.1A, from the requirement to disclose transactions with group companies on the basis that consolidated financial statements are prepared by the ultimate parent company. 
The related party transactions for the period ended 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 21

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

16.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
 
I Finlay
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


17.


Controlling party

The Company's immediate and ultimate holding company is Harris Topco Limited, a Company registered in England and Wales. Copies of the financial statements of Harris Topco Limited can be obtained from 8 Hattersley Court, Ormskirk, England, L39 2AY.
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.

Page 22