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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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TOUR PARTNER GROUP MIDCO LIMITED
COMPANY INFORMATION
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TOUR PARTNER GROUP MIDCO LIMITED
CONTENTS
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TOUR PARTNER GROUP MIDCO LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their Strategic Report, together with the financial statements, for Tour Partner Group Midco Limited (the “Company”) and its subsidiaries (together the "Group") for the year ended 31 December 2024.
Tour Partner Group (“TPG”) is a leading destination management company (“DMC”) that designs and arranges group and individual tours, and group conferences and events, for customers in Northern Europe (UK, Ireland, and the Nordics) and the USA.
2024 was a record breaking year for the Group, with revenue of €145.9m (2023 - €119.6m) generating a gross profit of €29.4m (2023 - €22.5m). This strong growth in both activity and financial performance is a continuation of the growth seen in recent years for the business and are significant achievements for management and the wider team given the challenging background of inflation and availability in the market.
This focus will continue into 2025, with both forecast growth in the existing business and the acquisition of the Jac Travel business (see note 28). Key performance indicators
Cash at the balance sheet date increased slightly to €2.6m (2023 - €2.1m), with €4.5 cash generated from operations offset by cash used in investing (€1.3) and financing (€2.7m).
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TOUR PARTNER GROUP MIDCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company net assets position increased from €28.4m to €29.6m with the movement largely due to currency movements between the functional (sterling) and reporting (euro) currencies.
The directors do not expect any significant changes in operations for the Company in the foreseeable future, other than the continued growth both from the existing business and complimentary acquisitions.
See note 28 for disclosure of subsequent events.
Travel disruption
As seen in recent years, the disruption and impact from travel restrictions on the travel sector and wider economy has been significant. A future pandemic or global event could have a similar effect. The Group has experienced management and works closely with its customers and suppliers to minimize these risks. Global economy With the recovery of the wider global economy, key markets are experiencing high inflation and pricing pressure. The response from governments has and continues to differ, including impacts on direct and indirect taxation. This may impact the business through supplier pricing and customer demand for the groups products and services. The business actively works with its partners to manage pricing pressure wherever possible, and with its lenders and shareholders on the business outlook. Information systems and Data security The Group’s activities are dependent on the performance of a variety of software packages and the stability of the platforms on which they are hosted, together with the ongoing protection of data. The Group continues to invest in its IT systems and utilises cloud based and off site hosting where appropriate and partners with specialist IT companies to provide support and defence. Foreign currency The Group is a net recipient of Euros and incurs costs in Pound Sterling, Euros, Norwegian Krone, Icelandic Krona and Swedish Krona. Whilst the Group does not apply hedge accounting, informally the Group hedges around 65% - 75% of its projected forward currency requirement primarily at the start of each customer booking cycle period underpinning committed market pricing, and additionally at each quarterly interval in advance of the date of travel. This mitigates the movement in committed customer pricing which could be well before date of travel and the crystalization of local services settled with the supplier.
The Group is exposed to a variety of financial risks including foreign currency and liquidity risk. The Group has in place a risk management programme that seeks to limit any adverse effect on the financial performance of the Group.
Foreign currency risk The Group is exposed to foreign currency risk on its operations by virtue of entering into transactions in currencies other than the functional currency of the Euro. The Group centrally manages the treasury and foreign exchange exposure for its trading subsidiaries through an informal foreign exchange hedging programme with its principal bankers. The Group does not apply hedge accounting. In order to manage the risk, the Group, when considered appropriate, uses currency accounts and forward contracts as part of a robust foreign
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TOUR PARTNER GROUP MIDCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
exchange hedging strategy. The Group will continue to use currency accounts, forward contracts, or any other derivative product considered adequate to protect against the risk of unfavourable currency movements.
Liquidity risk The Group is financed through available revolving credit facilities and shareholder cash liquidity made available to support working capital needs. See additionally the reference points in the going concern note. The directors consider that the Group has the appropriate funding to meet the needs of the business from existing facilities. Credit risk The Group operates a treasury and funding operation with group companies, and management closely monitor receivables for impairment. Price risk The Group managed price risk by entering into bulk purchase transactions as far in advance as possible and will vary the rates they charge in line with overheads and other costs as necessary. Sustainability We have a vision to be the leading sustainable Destination Management Company in Europe by 2026. To support this vision we continue to invest in sustainability in our operations and our offering as part of our 3P approach – People, Planet and Profit. We also continue to partner with Ecologi to plant 12 trees per employee per month. In 2023 we published our first Sustainability and ESG statement setting out our principles and approach, further information can be found on tourpartnergroup.com/es/countries/esg.
The directors of Tour Partner Group Midco Limited consider, both individually and together, they have fulfilled their fiduciary responsibilities and continue to act in good faith as officers of the Group and its subsidiary companies/ company and wider Tour Partner Group. During the course of the year under review, all decisions made, respective actions and interaction internally and externally, has been to promote the success of the Company for the benefit of all its stakeholders.
Shareholders As owners of our Group, we rely on the support of shareholders and their opinions are important to us. We have an open dialogue with our shareholders through monthly meetings. Discussions with shareholders cover a wide range of topics including financial performance, strategy, outlook, governance and ethical practices. Shareholder feedback and their views are considered as part of decision-making process. During the year and subsequently we have had regular engagement with the shareholders, including liquidity and financing. The shareholders continue to be supportive of the business and have extended additional loan note financing since year end. See note 21. Employees Our employees are fundamental to our success and we want them to be successful individually and as a unit. There are numerous ways in which we engage with and listen to our employees including employee surveys, group briefings and newsletters. Key areas of focus include health and well-being, development opportunities, pay and benefits.
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TOUR PARTNER GROUP MIDCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
In the year we have continued to invest in our offices and employees. This includes a continued focus on employee engagement and retention, using digital channels alongside in person events and social opportunities. We continue to utilise employee engagement surveys to direct areas of focus. This allows valuable engagement between management and teams, teams to integrate more widely in the business, and be involved in the financial performance, values and strategy of the Group. Customers Our ambition is to deliver high quality tours to our valued customers. We build strong lasting relationships with our customers and spend considerable time with them to understand their needs and views. We also listen to how we can improve our services for our customers and the end consumers' benefit, and we use this knowledge to improve our decision-making. Suppliers We build strong relationships with our suppliers to develop mutually beneficial and lasting connections. Engagement with suppliers is primarily through a series of interactions, before and after the tours have been arranged. This ensures our values, expectation and goals are aligned with the suppliers and helps build key relationships. Key areas of focus include service development, health and safety and sustainability. The board recognises that relationships with suppliers are important to the Group's long-term success and is briefed on supplier feedback and arising issues on a regular basis. Communities We engage with the communities in which we operate to build trust and understand the local issues that are important to them. Key areas of focus include how we can support local causes and issues, create opportunities to recruit and develop local people and help to look after the environment. The key issues and themes across local communities are reported back to the board. The impact of decisions on the environment both locally and nationally is fully considered at all times. Government and regulators We engage with the government and regulators through a range of industry consultations, forums, meetings and conferences to communicate our views to policy makers relevant to our business. Key areas of focus are compliance with laws and regulations, health and safety and product safety. The board is updated on legal and regulatory developments and takes these into account when considering future actions.
This report was approved by the board and signed on its behalf.
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TOUR PARTNER GROUP MIDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 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;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 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 loss for the year, after taxation, amounted to €13,325 thousand (2023 - loss €16,704 thousand).
The directors do not recommend the payment of a dividend (2023 - €nil)
The directors who served during the year were:
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TOUR PARTNER GROUP MIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Group maintains a HR intranet site that provides employees with information on matters of concern to them as employees, including the financial and economic factors affecting the performance of the Group. The intranet site includes functionality that enables employees to express views on matters that affect them anonymously and the Group also undertakes a biannual staff survey to canvas views on significant matters.
During the year we continued to invest in our HR site to allow easier employee engagement and self-service, and a undertook a company wide survey to gather further feedback to guide future projects.
The Group consider the business relationships with its customers and suppliers as of paramount importance to deliver its strategic and operational goals. An approach where the process of proactive engagement underscored by a sustainable collaboration will create mutual opportunity, an output underpinned by respect and partnership, two of our key corporate values.
This approach has never been so important as during the last few years. We have worked tirelessly to support our customers in the fast changing environment, supporting new bookings and opportunities, rebookings and amendments. That customer centric approach has only been possible due to the deep relationships we have built with our suppliers who have been incredibly understanding and supportive of the need for flexibility and to focus on the long term. Equally, this allowed us to work together to optimise short term opportunity when it was presented, as well as adapt and take a more flexible commercial approach to future customer needs.
The directors, who are also directors of the parent company, prepare the financial statements on a going concern basis unless it is inappropriate to presume the company will continue in business. The Company is a member of Tour Partner Group (the Group), a leading destination management company (DMC) and the going concern assessment has been performed for the Company and wider Group.
The Group has continued its strong recovery seen in recent years, with 2024 setting a record level of trading, surpassing pre-pandemic levels. Through close management of cost pressures, margins have been strengthened resulting in a strong Group result. The order book for 2025 has reinforced managements’ expectations for another year of growth in the year ahead. The group maintains a strong relationship with its shareholders and lenders, who continue to support management and their liquidity and working capital requirements for the Group. At the balance sheet date, bank debt repayments commence in 2025, however these have been renegotiated since the year with repayments now due mainly in summer 2026. See note 21 for further details. At the balance sheet date, all loan notes were due for repayment in January 2026. Since the year end the group has also received confirmation that, unless the loan notes have been settled on or before the current repayment date, the loan note holders will extend the repayment date to January 2027. The directors have prepared detailed forecasts for the period until June 2026 (the “going concern period”), which current trading continues to be monitored against. Based on these forecasts, the Group will have sufficient funds to continue to meet its liabilities as they fall due during the going concern period. The directors are confident these robust forecasts are achievable, which is supported by the current order pipeline and wider market trends. Whilst not guaranteed, based on the forecasts prepared and the trading in 2025 to date, together with the continued support and new repayment terms agreed with shareholders and lenders, the directors are confident
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TOUR PARTNER GROUP MIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
that the business will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis.
The Group's HR procedures make clear that full and fair consideration must be given to applications made by and the promotion of disabled persons. Where an employee becomes disabled whilst employed by the Group, the HR procedures also require that reasonable effort is made to ensure they have the opportunity for continued employment within the Group. Retraining of employees who become disabled whilst employed by the Group is offered where appropriate.
The Company is a low energy user. Tour Partner Group UK Limited is the only subsidiary meeting the disclosure thresholds for Streamlined Energy and Carbon Reporting. The disclosures below relate to the Group head office in London leased by Tour Partner Group UK Limited.
As permitted by paragraph 1A of schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulation 2008, certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Strategic Report. These matters relate to future developments and the financial risk management objectives and policies. Consideration of the Group's engagement with customers, suppliers and others, together with employee engagement disclosures, are included in the Section 172 statement.
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TOUR PARTNER GROUP MIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
There have been no significant events affecting the Group since the year end, other than renewal of the bank facilities and aquisition of JacTravel. See note 28 for further details.
The auditors, Xeinadin Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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TOUR PARTNER GROUP MIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUR PARTNER GROUP MIDCO LIMITED
We have audited the financial statements of Tour Partner Group Midco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 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 forming our opinion, we have considered the adequacy of the disclosures made in note 2.3 in the financial statements concerning the Group's or Company's ability to continue as a going concern.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed and the disclosure made in note 2.3, 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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TOUR PARTNER GROUP MIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUR PARTNER GROUP MIDCO 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 year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
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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TOUR PARTNER GROUP MIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUR PARTNER GROUP MIDCO 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:
∙enquiry of management and those charged with governance around actual and potential litigation and claims and to identify any instances of non-compliance with laws and regulations;
∙reviewing minutes of meetings of those charged with governance;
∙performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
∙obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion;
∙reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
The potential effect of these laws and regulations on the financial statements varies considerably. The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we have assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. The Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety including data protection laws, money laundering, employment law. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of
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TOUR PARTNER GROUP MIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUR PARTNER GROUP MIDCO LIMITED (CONTINUED)
operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
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 Accountant & Statutory Auditors
8th Floor Becket House
36 Old Jewry
EC2R 8DD
30 May 2025
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TOUR PARTNER GROUP MIDCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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TOUR PARTNER GROUP MIDCO LIMITED
REGISTERED NUMBER: 09809961
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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TOUR PARTNER GROUP MIDCO LIMITED
REGISTERED NUMBER: 09809961
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
Share capital of €1 is included in capital and reserves (see note 24).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 22 to 47 form part of these financial statements.
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TOUR PARTNER GROUP MIDCO LIMITED
REGISTERED NUMBER: 09809961
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
Share capital of €1 is included in capital and reserves (see note 24).
Investments of €1 is included in fixed assets (see note 15). The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 22 to 47 form part of these financial statements.
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TOUR PARTNER GROUP MIDCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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TOUR PARTNER GROUP MIDCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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TOUR PARTNER GROUP MIDCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
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TOUR PARTNER GROUP MIDCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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TOUR PARTNER GROUP MIDCO LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Tour Partner Group Midco Limited is a private company limited by shares incorporated in England and Wales. The address of the registered company, which is also its principal place of business is given on the Company Information page of these financial statements.
The nature of the Group's operations and principal activity are set out in the Strategic Report.
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 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.
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The directors, who are also directors of the parent company, prepare the financial statements on a going concern basis unless it is inappropriate to presume the company will continue in business. The Company is a member of Tour Partner Group (the Group), a leading destination management company (DMC) and the going concern assessment has been performed for the Company and wider Group.
The Group has continued its strong recovery seen in recent years, with 2024 setting a record level of trading, surpassing pre-pandemic levels. Through close management of cost pressures, margins have been strengthened resulting in a strong Group result. The order book for 2025 has reinforced managements’ expectations for another year of growth in the year ahead. The group maintains a strong relationship with its shareholders and lenders, who continue to support management and their liquidity and working capital requirements for the Group. At the balance sheet date, bank debt repayments commence in 2025, however these have been renegotiated since the year with repayments now due mainly in summer 2026. See note 21 for further details. At the balance sheet date, all loan notes were due for repayment in January 2026. Since the year end the group has also received confirmation that, unless the loan notes have been settled on or before the current repayment date, the loan note holders will extend the repayment date to January 2027. The directors have prepared detailed forecasts for the period until June 2026 (the “going concern period”), which current trading continues to be monitored against. Based on these forecasts, the Group will have sufficient funds to continue to meet its liabilities as they fall due during the going concern period. The directors are confident these robust forecasts are achievable, which is supported by the current order pipeline and wider market trends. Whilst not guaranteed, based on the forecasts prepared and the trading in 2025 to date, together with the continued support and new repayment terms agreed with shareholders and lenders, the directors are confident that the business will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis.
Page 23
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Functional and presentation currency
The Company's functional currency is Pound Sterling. This differs from the presentational currency which is Euros. The reason for the difference is since to be consistent with the functional currency of the Company's main subsidiaries, which is Euros. 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 that relate to borrowings are presented in the Statement of comprehensive income within interest receivable and similar income, or interest payable and similar expenses, as appropriate. All other foreign exchange gains and losses are presented within administrative expenses. On consolidation, the results of overseas operations are translated into Euros 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. Turnover for B2B activities is recognised on the date of customer arrival. Turnover for B2C bookings is recognised on the date of confirmed booking as the significant risks and rewards of the sale are complete.
Page 24
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Page 25
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Page 26
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 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.
The estimated useful lives range as follows:
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
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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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 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.
Page 28
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Group enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date. Derivatives, including forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for foreign exchange derivatives.
Page 29
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 30
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Analysis of turnover by country of destination:
Page 31
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 32
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 33
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 34
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
12.Taxation (continued)
Page 35
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 36
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
13.Intangible assets (continued)
Page 37
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 38
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 39
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 40
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 41
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Group enters into various foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables. At 31 December 2024, the outstanding contracts all mature within 12 months of the year end.
At the year end the Group is committed to buying 56,500k NOK for a fixed amount of EUR and selling 4,400k EUR for a fixed amount of GBP. As at 31 December 2024, the fair value position is recorded in the balance sheet as a creditor of €216k. The net movement on currency forward contract instruments amounted to €272k which is recorded in the statement of comprehensive income. At the year end the Group had no other financial commitments.
Page 42
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 43
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Interest
Interest of €1,119k (2023: €1,109k) relating to the above facilities is included in borrowings due in less than 12 months at the balance sheet date and due for payment in 2025. Security The Group’s bank facilities are secured by a fixed and floating charge over the assets of the Group including the Company.
Page 44
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 45
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Capital contribution
On 28 December 2023 some of the principal & interest was waived by the loan note holders and converted to capital contribution.
Profit and loss account
Page 46
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
On 1 May 2025 Tour Partner Group UK Limited, an indirect subsidiary, completed the acquisition of the trade and assets of JacTravel. Related to this acquisition, Tour Partner Group UK Limited, completed the acquisition of Tour Partner Group Espana SLU (formerly Global Janet S.L.U), a non trading entity to support future operations in Spain.
The Company's immediate parent is Tour Partner Group Holdco Limited, incorporated in Guernsey. The ultimate controlling party is Mayfair Equity Partners LLP, incorporated in England and Wales.
The only company preparing consolidated financial statements which include Tour Partner Group Midco Limited, is Tour Partner Group Midco Limited.
Page 47
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