|
HARRIS TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2025
Cash flows from operating activities
|
|
|
Loss for the financial year
|
|
|
|
|
|
|
Amortisation of intangible assets
|
|
|
Depreciation of tangible assets
|
|
|
Loss on disposal of tangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation tax (paid)/received
|
|
|
|
|
|
|
Net fair value losses/(gains) recognised in OCI
|
|
|
Net cash generated from operating activities
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
Acquisition of subsidiary
|
|
|
Purchase of tangible fixed assets
|
|
|
Sale of tangible fixed assets
|
|
|
|
|
|
|
Purchase of Intangible fixed asset
|
|
|
Net cash from investing activities
|
|
|
|
|
HARRIS TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
Net increase in cash and cash equivalents
|
|
|
Cash and cash equivalents at beginning of year
|
|
|
Cash and cash equivalents at the end of year
|
|
|
|
|
|
|
Cash and cash equivalents at the end of year comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HARRIS TOPCO LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
|
Interest/
repayment of loans
|
|
|
|
|
|
|
|
The notes on pages 20 to 45 form part of these financial statements.
|
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
Harris Topco Ltd is a limited Company incorporated in the United Kingdom. The address of the registered office is given in the Company information page of these financial statements. The principal activity was that of a holding company of a trading group.
2.Accounting policies
|
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The financial statements have been prepared on a Going Concern basis. The directors have assessed the Group and Company's financial position and forecast cash flows and are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they believe it is appropriate to adopt the Going Concern basis in preparing these financial statements.
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
|
|
|
Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income. All other realised foreign exchange gains and losses are presented in the profit and loss account.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Turnover, excluding value added tax, represents the value of transactions, being hotels, flights and ancillary products in which the Group is, for these purposes, regarded as being the principal.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Company and the revenue can be reliably measured. Revenue is measured as the fair value of the
consideration received or receivable, excluding discounts, rebates, value added tax and other sales
taxes. The following criteria must also be met before revenue is recognised:
Turnover is recognised on tour departure date during the year. Related cost of sales are charged to
the profit and loss account on the same basis.
Interest income is recognised in profit or loss using the effective interest method.
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
The Group operates a defined contribution plan for its employees.
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
|
|
|
Equity settled share-based payments
|
In the Group consolidated financial statements, where shares are granted to directors and key employees in group companies in respect of the Company’s shares, the fair value of the shares is determined at the date of grant and charged to profit or loss in full the date of grant. The fair value is based upon open market value of the shares reflecting the voting rights attached to the shares, including any restrictions, and the fair value of the net assets of the Group.
In the Company financial statements the share-based payment charge relates to grant of shares to directors and key employees of the Company.
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
|
|
|
Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
No amortisation is provided in the year of acquisition for the intellectual property.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis:
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.
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
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.
|
|
|
Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
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.
|
|
|
Provisions for liabilities
|
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Deferred consideration arises when part of the purchase price for an acquisition is payable after the date of acquisition. The company recognises deferred consideration at its fair value at the acquisition date as part of the total cost of the business combination.
Where the deferred consideration is contingent upon future performance or events, the fair value is estimated based on the probability of the conditions being met. Any subsequent changes to the fair value of contingent deferred consideration are recognised in profit or loss, unless they qualify as adjustments during the measurement period for the business combination.
If the deferred consideration includes a financing element, the liability is initially recognised at its present value, with the unwinding of the discount recognised as a finance cost over the deferral period. The liability is adjusted for any payments made or changes to the expected amount payable.
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
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
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
|
|
|
Financial instruments (continued)
|
impairment reversal is recognised in the profit or loss.
Basic financial liabilities
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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
Judgments in applying accounting policies and key sources of estimation uncertainty
|
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
a) Critical judgments in applying the Group's accounting policies
The directors believe that there are no critical judgments involved in applying the Group's accounting policies that warrant disclosure.
b) Key accounting estimates and assumptions
The directors believe that there are no key accounting estimates and assumptions involved in applying the Group's accounting policies that warrant disclosure.
|
|
|
|
|
An analysis of turnover by class of business is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All turnover arose within the United Kingdom.
|
|
|
|
|
|
The operating loss is stated after charging:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation of tangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exceptional items - professional fees
|
|
|
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
During the year, the Group obtained the following services from the Group's auditors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the Group's auditors for the audit of the consolidated and parent Company's financial statements
|
|
|
|
|
|
|
|
Staff costs, including directors' remuneration, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of defined contribution scheme
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The average monthly number of employees, including the directors, during the year was as follows:
|
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
Group contributions to defined contribution pension schemes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The highest paid director received remuneration of £161,778 (2024 - £30,083).
|
|
|
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2024 - £18,000).
|
|
|
Other interest receivable
|
|
|
|
|
|
|
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments in respect of previous periods
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign tax on income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
|
|
|
|
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
11.Taxation (continued)
|
|
Factors affecting tax charge for the year/period
|
|
|
The tax assessed for the year/period is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on ordinary activities before tax
|
|
|
|
|
Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
|
|
|
|
|
|
|
|
|
|
Non-tax deductible amortisation of goodwill and impairment
|
|
|
|
|
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
|
|
|
|
|
Capital allowances for year/period in excess of depreciation
|
|
|
|
|
Utilisation of tax losses
|
|
|
|
|
Adjustment in respect of acquired tax balance
|
|
|
|
|
Adjustments to tax charge in respect of prior periods
|
|
|
|
|
|
|
|
|
|
Total tax charge for the year/period
|
|
|
|
|
Factors that may affect future tax charges
|
Deferred taxes at the Statement of Financial Position date have been measured using the rates that will be applicable in the periods to which they relate.
|
|
|
|
|
|
|
Share Based Payments Charge
|
|
|
|
|
|
|
|
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
Goodwill arising on consolidation, relating to the acquisition of Distant Journeys Limited and its subsidiaries is being amortised on a straight line basis over 10 years from the date of acquisition on 16 May 2024.
|
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year on owned assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following were subsidiary undertakings of the Company:
|
|
|
|
|
|
|
|
|
|
8 Hattersley Court, Ormskirk, Lancashire, L39 2AY
|
|
|
|
|
|
8 Hattersley Court, Ormskirk, Lancashire, L39 2AY
|
|
|
|
|
Distant Journeys DMC Limited
|
8 Hattersley Court, Ormskirk, Lancashire, L39 2AY
|
|
|
|
|
The aggregate of the share capital and reserves as at 31 August 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
|
|
|
|
Aggregate of share capital and reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distant Journeys DMC Limited
|
|
|
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included within Prepayments and accrued income above are payments made to suppliers relating to bookings departing after the period end, where the Group is acting as principal. The total of these prepaid costs at 31 August 2025 was £4,620,643 (2024 - £4,269,437)
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included within Accruals and deferred income above are receipts from suppliers relating to bookings departing after the period end, less amounts already recognised during the period in line with the Group's turnover policies, where the Group is acting as principal. The total of these receipts taken in advance at 31 August 2025 was £25,753,806 (2024 - £17,994,420).
|
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate amount of liabilities repayable wholly or in part more than five years after the reporting date is:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Notes as detailed below
|
|
|
|
|
Due between one and two years
|
|
|
|
|
Due between two and five years
|
|
|
|
|
|
|
|
Note 20 provides further details of the Loan Notes.
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
The Group Loan Notes are secured by a fixed and floating charge over the assets of the Company and its subsidiaries, dated and registered with Companies House on 16 May 2024.
Other loans are made up of A,B & C Loan notes
The A Loan notes are repayable by means of an annual payment over five years and bear interest at a rate of SONIA + 4.5% per annum.
The B Loan notes are repayable by means of an annual payment over five years and bear interest at a rate of 8% paid, 4% rolled per annum.
The C Loan notes are repayable by means of an annual payment over five years and bear interest at a rate of 12% per annum.
The A, B and C Loan Notes are payable over the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due between one and two years
|
|
|
|
|
Due between two and five years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
|
Accelerated capital allowances
|
|
|
|
|
|
|
|
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
543,989 (2024 - 543,989) A Shares shares of £0.10 each
|
|
|
|
|
|
296,011 (2024 - 296,011) B Shares shares of £0.10 each
|
|
|
|
|
|
160,000 (2024 - 160,000) C Shares shares of £0.10 each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
Foreign exchange reserve
In accordance with the Company's accounting policies, the effective portion of changes in the fair value of
foreign exchange forward contract derivatives are recognised in the Foreign exchange reserve.
Other reserves
The Other reserves is a Share-based payment reserve that represents the cumulative expense recognised for equity-settled share-based payment transactions granted to employees and other eligible parties
Profit and loss account
The profit and loss account represents all current and prior period retained profits and losses, less any dividends paid to the Company's parent.
|
|
|
|
|
In the period ended 31 August 2024, as part of the acquisition of Distant Journeys Limited on 16 May 2024, Harris Topco Limited sold C shares at nominal value to key management personnel. These shares were sold with no further service conditions required, and therefore, the fair value of the shares has been fully recognised as a share-based payment charge under FRS 102 Section 26. The relevant date for valuation of the C shares is the sale on the 24 May 2024.
|
|
|
|
|
|
|
|
|
16th May 2024 sale of C shares
|
|
|
|
|
|
There have been no further share based payments in the 2025 year.
|
The Group currently holds an Air Travel Organisers' License ("ATOL) issued by the Civil Aviation Association Authority ("CAA), is a member of the Association of Bonded Travel Organisers Trust (ABTOT) and is an accredited agent of the International Air Transport Association ("IATA").
The Group is a member of the Association of Bonded Travel Organisers Trust (ABTOT). The Group provides ABTOT with a travel bond which at 31 August 2025 amounted to £316,929 (2024: £120,134).
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £115,039 (2024: £29,685). Contributions totalling £23,958 (2024: £6,000) were payable to the fund at the reporting date and are included in creditors.
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
Commitments under operating leases
|
|
|
At 31 August 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Later than 1 year and not later than 5 years
|
|
|
|
|
|
|
|
The Group enters into forward foreign currency contracts to mitigate exchange rate risk for certain foreign currency payables. These contracts are designated as cash flow hedges for probable foreign currency payments to suppliers for firm commitments in future periods. The objective of these hedges is to minimise the Group's exposure to foreign exchange risk between the prices agreed when customer bookings are made and when suppliers are paid.
At 31 August 2025, the Group had outstanding forward exchange contracts with a sterling equivalent of £24,812,491. The Group is committed to buying Australian Dollars (AUD), Indian Rupees (INR), New Zealand Dollars (NZD), Canadian Dollars (CAD), South African Rand (ZAR) and United States Dollars (USD), and paying fixed sterling amounts. All outstanding contracts mature within 18 months of the period end.
The forward currency contracts are measured at fair value, determined using valuation techniques based on observable inputs, specifically forward exchange rates for GBP to the currencies listed above. At 31 August 2025, the fair value of these contracts was (£1,053,149).
The Foreign Exchange Reserve represents the cumulative effective portion of gains or losses on hedging instruments used in cash flow hedges. These amounts are recognised in other comprehensive income and subsequently reclassified to profit or loss in the same period(s) during which the hedged item affects profit or loss.
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
Related party transactions
|
|
|
The related party transactions for the period ended 31 August 2025 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
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.
|
|
|
|
|
Interest payable to the related party for the period.
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
Interest payable to the related party for the period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
Interest payable to the related party for the period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
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.
|
|
|
|
|
Interest payable to the related party for the period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
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.
|
|
|
|
|
Interest payable to the related party for the period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
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.
|
|
|
|
|
Interest payable to the related party for the period.
|
|
|
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
29.Related party transactions (continued)
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
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.
|
|
|
|
|
Interest payable to the related party for the period.
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
Interest payable to the related party for the period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
Interest payable to the related party for the period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
Interest payable to the related party for the period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
Interest payable to the related party for the period.
|
|
|
|
|
Post balance sheet events
|
On 13 November 2025, after obtaining the approval from the Civil Aviation Authority, £3,200,000 of the A loan notes were redeemed. These loan notes are included in creditors due within one year.
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.
|
|
HARRIS TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
As at August 2025 the company had £974,032 (2024: £417,783) of payments due to International Air Transport Association (IATA) for tickets issued in the month of August 2025.
|