The directors present the strategic report for the year ended 31 December 2024.
The Statement of Comprehensive Income is set out on page 10 and shows Group turnover for the year of £26,509,368 (2023: £27,519,957) and profit before taxation for the year of £2,129,915 (2023: profit before tax of £3,549,267).
Following a strong period of trading in 2022, on 5th May 2023 the Group repaid in full the remaining bank loan of £413,727 together with accrued interest, leaving the Group free of any external bank debt.
The Group’s visitor numbers decreased by 14% against 2023 to 1,034,000 due to a challenging economic environment and sustained extreme weather in the first half of 2024. This extreme weather caused damage to activities at two of our locations in the Lake District resulting in extended periods of closure which further negatively impacted visitor numbers. Turnover decreased by 4% on 2023 as our business interruption insurance offset some of the lost revenue from closed activities caused by weather damage, with revenue being further supported by the introduction of differential pricing. Changes to pricing have increased average revenue per customer by £2.78 compared with 2023 due to headline price increases as well as the introduction of differential pricing during peak holiday and weekend periods.
In 2024 the Group opened one new location and the second standalone TTA and TTA+ course at Salcey Forest in Northamptonshire.
Health and safety
The Group takes safety extremely seriously and continually seeks to improve its operating processes and procedures. It has leadership roles in the creation of British, European and American standards for the ropes course industry, and works closely with the leading national and international safety advisors and authorities to minimise risks within the operation of its activities.
However, in any adventure business, there always remains the risk of an accident.
Financial instrument risk
The Group uses various financial instruments, including cash and various items such as trade debtors and creditors that arise directly from its operations. The main purpose of these financial instruments is to ensure sufficient cashflow to support the Group’s operations. The existence of these financial instruments exposes the Group to several financial risks which are described in more detail below. The main risks arising from the Group’s financial instruments are:
• liquidity risk
• credit risk
• cashflow interest risk
• general economic conditions
Liquidity risk
The Group seeks to manage financial risk by ensuring sufficient liquidity and working capital is available to meet the needs of the Group.
Credit risk
The Group’s principal financial assets are cash and trade debtors. The credit risk associated with cash is limited and the Group monitors cash flow as part of its day-to-day control procedures, and the board considers cash flow projections on a quarterly basis to ensure that appropriate facilities are available to be drawn upon as required. In order to manage credit risk associated with trade debtors, credit is offered to only a very limited number of customers, with the majority paying in advance of undertaking an adventure.
Interest rate risk
The Group primarily finances its operations through retained profits.
On 5 May 2023 the Group repaid in full the remaining bank loan of £413,727 reducing the exposure to fluctuations in interest rates.
Other economic risk
Competition from national and local leisure providers is an ongoing challenge. The wider leisure market is extremely competitive and the need to differentiate through product innovation, customer experience and the quality of our staff is what sets us apart from other leisure operators. Customer service is at the centre of what we do and the need to recruit and train high quality staff is an increasing challenge to maintain this level of customer experience.
As a consumer driven business, the Group could be affected by reduced discretionary spending patterns that may result from a worsening of macro-economic conditions within the UK. As a multi-site predominantly rural-based leisure activity the company is vulnerable to widespread rural closures in the event of the spread of a trans-species animal disease.
The key performance indicators of the Group’s continuing operations are as follows:
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on page 10.
No interim or final dividends were paid to Ordinary shareholders in the year (2023 - £0.47 per share).
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
During the year the Group made charitable contributions, including Go Ape Gift Vouchers of £33,907 (2023: £10,755). The Group made no political contributions (2023: £Nil).
Our ‘Tribe’ are the people most passionate about the Group and its values, they are the people who we believe should also reap the rewards for their hard work and dedication. Harnessing their knowledge and passion is key to decision making and intrinsic to our employee ownership model.
In 2023 we introduced the ‘Tribe Hub’ an internal intranet sharing news and communications from across the business, including the management team and Employee Council to enable much greater accessibility. In addition to the Tribe Hub, the flow of information to staff employees has been maintained through our monthly ‘Tribe Talk’ internal publication, as well as Group wide video calls with senior management to update on commercial performance. Members of the management team regularly visit sites and discuss matters of current interest to the business with employees.
We are proud that the Group is ultimately controlled by an Employee Ownership Trust who owns 90% of the parent company, giving all employees an indirect stake in the business in perpetuity. The Go Ape Trustees entrust the management of the Group to the Board of Directors, who consult with the Employee Council on a regular basis about the performance and running of the business and other important operational changes as part of the governance structure. In carrying out their duties, the Directors have in mind the Group’s purpose and values (available online at www.goape.co.uk). This section states ‘Go Ape's tribe of co-owners are the people most passionate about the Group and its values, the best custodians of them for the customers and employee co-owners of today and tomorrow, and best positioned to achieve success necessary to promote our values. They are the people who should also reap the rewards for their hard work and dedication. Together we will continue to grow the business for the benefit of our employee co-owners, customers, environment, communities and partners’.
Decision-making at the Board
Certain matters under the Group’s governance arrangement are reserved for decision by the Directors. Directors are briefed on the background and reasons for any proposal and the associated costs, benefits and risks, as well as any potential impacts and risks for our customers, Co-owners and other stakeholders including our suppliers, the community and environment and how they are to be managed. The Directors take these factors into account before making a final decision which together they believe is in the best interests of the Group and its members, including its ultimate beneficial owners – our employees.
Long term sustainability
The shared aim of the Trustee Board, the Board of Directors, and the Employee Council, the Group’s three governing authorities, is to safeguard the Group’s future, protect its independence and protects its values and purpose for the benefit of all current and future co-owners.
Key stakeholders and community and environmental impact
Carrying forward that aim, and aligned to the Group’s values, the Board keeps in mind the impact the Group has on different stakeholder groups. These stakeholders include: our customers, for whom we aim to continue creating adventures and encouraging everyone to live more adventurously, our landlords and suppliers from whom we purchase goods and services, the communities and environments in which we operate.
The auditor, Ensors Accountants LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of Adventure Forest Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our audit was designed to include tests of detail together with an assessment of the control environment to enable us to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement due to fraud. This included work on areas where we consider there is a higher risk of fraud including revenue recognition, management override of systems and control and transactions with related parties.
We also obtained an understanding of the legal and regulatory framework that the Group operates in, through discussions with the directors and other management, and from our own knowledge and experience of the sector.
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.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:
Obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the Group operates in and how the Group is complying with the legal and regulatory framework;
Inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
Inquired of management, those charged with governance about any non- compliance with laws and regulations.
Reviewed board minutes for any indication of non-compliance with laws and regulations and indications of fraud.
Tested journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions
All audit team members were made aware of the applicable laws and regulations, as well as potential fraud risks during the planning stage of the audit and this was discussed at the audit team planning meeting. It was therefore determined that team members all had the relevant awareness and competence to identify any instances of non-compliance or fraud.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the Group's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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 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 auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
The notes on pages 16 to 31 form part of these financial statements.
The notes on pages 16 to 31 form part of these financial statements.
The notes on pages 16 to 31 form part of these financial statements.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's profit for the year was £Nil (2023 - £300,100 profit).
The notes on pages 16 to 31 form part of these financial statements.
The notes on pages 16 to 31 form part of these financial statements.
The notes on pages 16 to 31 form part of these financial statements.
Adventure Forest Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 6, Fornham Business Court, The Drift, Fornham St Martin, Bury St Edmunds, IP31 1SL.
The group consists of Adventure Forest Group Limited and all of its subsidiaries.
These Group and Parent Company financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statements of Comprehensive Income in these financial statements.
The consolidated group financial statements consist of the financial statements of the parent company Adventure Forest Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover comprises:
sales to external customers at invoiced amounts less value added tax or local taxes for the provision of high ropes adventure and associates activities, merchandise, food and beverage where turnover is recognised upon provision of the service to the customer;
fees received from franchisees less value added tax or local taxes; and
monetary gift vouchers sold for the provision of high ropes and associated activities which have not been redeemed before their expiry date where turnover is recognised on the date of expiry of the gift voucher.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the Consolidated Statement of Comprehensive Income.
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Amounts not paid are shown in accruals as a liability in the Consolidated Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
Rentals payable under operating leases, including any lease incentives received, are charged to the Consolidated Statement of Comprehensive Income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in the Consolidated Statement of Comprehensive income within 'administrative expenses'.
Onerous leases
Where the unavoidable costs of a lease exceed the economic benefit expected to be received from it, a provision is made for the present value of the obligations under the lease.
Preparation of financial statements requires the management to make certain judgements and estimates. The Group's directors consider that there are no significant or material judgements used to calculate the useful economic life of tangible fixed assets as these are aligned with industry averages. All assets are being depreciated accordingly over the useful economic life.
The Group's directors consider that in the preparation of these financial statements, there were no material judgements and estimates which could give rise to a material misstatement in future accounting periods.
In preparing the financial statements, the directors have determined whether there are indicators of impairment of the Company's investment in subsidiary and associate undertakings. Factors taken into consideration in reaching such a decision include the economic viability of the individual subsidiaries and the future ability to repay the cost of investment. The directors have reviewed the value of each investment at the year end and where appropriate, impaired the carrying value in the Company.
The whole turnover arises solely within the United Kingdom.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
Included within emoluments to the highest paid director is £124,525 (2023 - £13,000) of deferred consideration amounts in respect of the sale to the Employee Ownership Trust in 2021. Excluding these payments, the highest paid director received emoluments of £169,557 (2023 - £158,000)
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
On 24 October 2021, the shareholders of the parent company, Adventure Forest Group Limited elected to sell 90% of their shares to the Company's employees through the mechanism of an Employee Ownership Trust. Adventure Forest Limited made the payment of initial consideration and subsequent amounts for the deferred consideration payments.
During the year ended 31 December 2024 Adventure Forest Limited made payments against the deferred consideration totalling £2,880,000 (2023 - £287,566), to the former shareholders. Adventure Forest Limited expects to make future payments of deferred consideration on an annual basis providing that the Company has sufficient distributable reserves and cash when the payments fall due.
During the year ended 31 December 2024 Oystershell Inc made payments against the deferred consideration totalling £354,980 (2023 - £nil), to the former shareholders.
There were no dividends declared for the year ended 31 December 2024 (2023 - interim dividend of £0.47 per share declared and paid).
On exercise of the share options in 2021 £368,000 of share premium has been recognised by Adventure Forest Group Limited. The cash received on exercise has been received by the subsidiary company Adventure Forest Limited, this has therefore been recognised as a cost of investment in subsidiary companies.
The additions in group investments represents Oystershell Inc investment in Adventure Forest LLC. At 31 December 2024, the directors of the Group carried out an impairment review of this investment and it was decided that the amount should be impaired and written down to nil net book value.
Details of the company's subsidiaries at 31 December 2024 are as follows:
Go Ape EOT Limited, company number 13538113, is included in the consolidated financial statements, is entitled to, and has opted to take, exemption from the requirement for their individual financial statements to be audited under section 479a of the Companies Act 2006 relating to subsidiary companies.
There is no material difference between the replacement cost of stocks and the amounts stated above.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The Group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling £53,959 (2023 - £90,087) were payable to the fund at the reporting date and are included in creditors.
The ordinary and A ordinary shares each carry one voting right, have no restriction on dividends declared and have full right on a capital distribution.
Called up share capital
Called up share capital represents the nominal value of the company's shares.
Profit and loss account
The profit and loss account represents cumulative profits or losses, net of dividends paid and consideration to the former shareholders on transfer to the company to the Employee Ownership Trust.
Share premium account
The share premium account includes the premium on issue of equity shares, net of any issue costs.
Share option reserve
The share option reserve represents the cumulative share-based payment expense.
Clydesdale Bank PLC hold an All Assets Debenture over Adventure Forest Group Ltd shares in Adventure Forest Ltd and trademarks owned, an All Assets Debenture over Adventure Forest Limited, a charge over cash deposits and a pledge over 100% of its stock in Oystershell Inc. All properties are mortgaged to Clydesdale.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The future minimum lease payments receivable under non-cancellable operating leases are as follows:
The Group is the default guarantor for the lease at their site at Air Space, Stevenage. The lease at this site is being sub-let to Gravity Fitness (Stevenage) Limited with the guarantor of the sub-lease being Gravity Fitness Limited. In the event of Gravity Fitness (Stevenage) Limited being unable to meet their obligations of the lease and the sub-leases guarantor, Gravity Fitness Limited also being unable to meet the obligations of the lease, the Group as the tenant of the property will be responsible for all obligations for the remaining term of the lease. As at 31 December 2024, the total rental amounts guaranteed were £213,132 (2023 - £397,381)
During the year ended 31 December 2024, the Group made payments against the deferred consideration totalling £3,234,980. Adventure Forest Limited contributed £2,880,000 and Oystershell Inc contributed £354,980.
On 11 March 2025, Adventure Forest Limited made a further payment of £1,500,000 against the deferred consideration from the distributable reserves generated in the year ended 31 December 2024. The Group expects to make future payments of deferred consideration on an annual basis providing that there are sufficient distributable reserves and cash when the payments fall due.
The Group has taken advantage of the exemption conferred by FRS 102 s33 'Related party disclosures' not to disclose transactions with members of the Group headed by Adventure Forest Group Limited which are wholly owned and controlled within that Group and the Company is included in the consolidated financial statements.