ACCOUNTS - Final Accounts preparation


Caseware UK (AP4) 2022.0.179 2022.0.179 2023-02-286000120900018011233181103193081436532024-01-190S Dunn00.192022-03-01false2023-02-28107953060.19 10795306 2022-03-01 2023-02-28 10795306 c:OtherGroupMember1 2022-03-01 2023-02-28 10795306 c:OtherGroupMember2 2022-03-01 2023-02-28 10795306 c:OtherGroupMember3 2022-03-01 2023-02-28 10795306 c:OtherGroupMember4 2022-03-01 2023-02-28 10795306 c:OtherGroupMember5 2022-03-01 2023-02-28 10795306 c:OtherGroupMember6 2022-03-01 2023-02-28 10795306 c:OtherGroupMember7 2022-03-01 2023-02-28 10795306 c:OtherGroupMember8 2022-03-01 2023-02-28 10795306 c:KeyManagementIndividualGroup1 2022-03-01 2023-02-28 10795306 2021-03-01 2022-02-28 10795306 2023-02-28 10795306 c:OtherGroupMember1 2023-02-28 10795306 c:OtherGroupMember2 2023-02-28 10795306 c:OtherGroupMember3 2023-02-28 10795306 c:OtherGroupMember4 2023-02-28 10795306 c:OtherGroupMember5 2023-02-28 10795306 c:OtherGroupMember6 2023-02-28 10795306 c:OtherGroupMember7 2023-02-28 10795306 c:OtherGroupMember8 2023-02-28 10795306 c:KeyManagementIndividualGroup1 2023-02-28 10795306 2022-02-28 10795306 c:OtherGroupMember1 2022-02-28 10795306 c:OtherGroupMember2 2022-02-28 10795306 c:OtherGroupMember3 2022-02-28 10795306 c:OtherGroupMember4 2022-02-28 10795306 c:OtherGroupMember5 2022-02-28 10795306 c:OtherGroupMember6 2022-02-28 10795306 c:OtherGroupMember7 2022-02-28 10795306 c:OtherGroupMember8 2022-02-28 10795306 c:KeyManagementIndividualGroup1 2022-02-28 10795306 2021-03-01 10795306 d:CompanySecretary1 2022-03-01 2023-02-28 10795306 d:Director1 2022-03-01 2023-02-28 10795306 d:Director2 2022-03-01 2023-02-28 10795306 d:Director3 2022-03-01 2023-02-28 10795306 d:Director3 2023-02-28 10795306 d:RegisteredOffice 2022-03-01 2023-02-28 10795306 c:Buildings c:LongLeaseholdAssets 2022-03-01 2023-02-28 10795306 c:FurnitureFittings 2022-03-01 2023-02-28 10795306 c:OfficeEquipment 2022-03-01 2023-02-28 10795306 c:ComputerEquipment 2022-03-01 2023-02-28 10795306 c:OtherPropertyPlantEquipment 2022-03-01 2023-02-28 10795306 c:Goodwill 2022-03-01 2023-02-28 10795306 c:CurrentFinancialInstruments 2023-02-28 10795306 c:CurrentFinancialInstruments 2022-02-28 10795306 c:Non-currentFinancialInstruments 2023-02-28 10795306 c:Non-currentFinancialInstruments 2022-02-28 10795306 c:ShareCapital 2022-03-01 2023-02-28 10795306 c:ShareCapital 2023-02-28 10795306 c:ShareCapital 2021-03-01 2022-02-28 10795306 c:ShareCapital 2022-02-28 10795306 c:ShareCapital 2021-03-01 10795306 c:ForeignCurrencyTranslationReserve 2022-03-01 2023-02-28 10795306 c:RetainedEarningsAccumulatedLosses 2022-03-01 2023-02-28 10795306 c:RetainedEarningsAccumulatedLosses 2023-02-28 10795306 c:RetainedEarningsAccumulatedLosses 2021-03-01 2022-02-28 10795306 c:RetainedEarningsAccumulatedLosses 2022-02-28 10795306 d:OrdinaryShareClass1 2022-03-01 2023-02-28 10795306 d:OrdinaryShareClass1 2023-02-28 10795306 d:OrdinaryShareClass1 2022-02-28 10795306 d:OrdinaryShareClass2 2022-03-01 2023-02-28 10795306 d:OrdinaryShareClass2 2023-02-28 10795306 d:OrdinaryShareClass2 2022-02-28 10795306 d:FullIFRS 2022-03-01 2023-02-28 10795306 d:Audited 2022-03-01 2023-02-28 10795306 d:FullAccounts 2022-03-01 2023-02-28 10795306 d:PrivateLimitedCompanyLtd 2022-03-01 2023-02-28 10795306 1 2022-03-01 2023-02-28 10795306 11 2022-03-01 2023-02-28 10795306 17 2022-03-01 2023-02-28 10795306 1 2022-03-01 2023-02-28 10795306 c:InternallyGeneratedIntangibleAssets 2022-03-01 2023-02-28 10795306 33 2022-03-01 2023-02-28 iso4217:GBP xbrli:pure xbrli:shares

Registered number: 10795306










CASPEAN INVESTMENTS LIMITED










FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2023

 
CASPEAN INVESTMENTS LIMITED
 
 
 
COMPANY INFORMATION


 
Directors
A Sofianos 
M Levin 
S Dunn (appointed 12 October 2023)




Company secretary
E.L Services Limited



Registered number
10795306



Registered office
73 Cornhill

London

United Kingdom

EC3V 3QQ




Independent auditor
Xeinadin Audit Limited
Chartered Accountants & Statutory Auditor

8th Floor

Becket House

36 Old Jewry

London

EC2R 8DD




Accountants
Elman Wall Limited
8th Floor

Becket House

36 Old Jewry

London

EC2R 8DD





 
CASPEAN INVESTMENTS LIMITED
 
 
 
CONTENTS



Page
Group strategic report
1 - 10
Directors' report
11 - 12
Independent auditor's report
13 - 16
Consolidated statement of profit or loss and other comprehensive income
17 - 18
Consolidated statement of financial position
19 - 20
Company statement of financial position
21 - 22
Consolidated statement of changes in equity
23 - 24
Company statement of changes in equity
25
Consolidated statement of cash flows
26 - 27
Company statement of cash flows
28
Notes to the consolidated financial statements
29 - 71
Company detailed profit and loss account and summaries
71

 
CASPEAN INVESTMENTS LIMITED
 
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2023

Introduction
 
The directors present their strategic report for the Company and the Group for the year ended 28 February 2023.
1.  Business review
Caspean Investments Ltd, which is the parent company of Wings Global Travel is a specialist niche provider of business travel, to specific industries, with owned and managed offices in 16 countries, servicing customers across the globe.
Year ended Feb 2023 was still impacted in the first half by the severe reduction in global travel as a result of Covid.  During the second half of the year revenues began to recover, and costs normalised. Despite general service quality challenges as a result of labour shortages across the industry, Wings managed to maintain strong levels of service and retained virtually all of its pre Covid client base.  This resulted with a strong recovery of Adjusted EBITDA (Earnings Before Interest, Taxation, Depreciation, Amortization , restructure and right of use costs) of £ 2.93m.   
Moreover, despite the rapid expansion in working capital, the group was able to translate the recovery of EBITDA into positive operating cashflow with the year-end cash position improving by £1.35m to £5.89m. 
The group expects the market recovery to continue into FY24, and for Wings to be able to continue to improve the EBITDA position, with significant investments expected to support growth. 
Retained Earnings improved for £1,280k in FY23, but are still negative due to the significant historical costs recorded to build and construct the global network from 2019 onwards, and the large losses incurred during the COVID period. With the return to normal trading patterns and the continued expansion of the business, management expect these historical losses to be recovered and moved into a positive position by the end of the Feb 26 financial year. 

Financial Statistics

2023
2022
        £
        £
Total Transactional Value (TTV)

209,767,662

83,156,025
 
Revenue

13,243,776

6,853,801
 
EBITDA

2,613,483

513,816
 
Operating Profit (Loss)

1,319,078

(1,401,273)
 
Exceptional Restructure Costs

324,827

303,608
 
Cash and Cash Equivalents

5,887,001

4,527,574
 

Page 1

 
CASPEAN INVESTMENTS LIMITED
 
 
 
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023

2.  Wings Strategy and Business Model

Wings Company and Culture

Vision:  To build a great Company that is recognised as the premier provider of global mobility, travel and related support services.
Purpose: We enable organisations to mobilise their people efficiently, reliably and safely to practically anywhere on earth.
Values:
Purpose is what drives us
We are tenacious in our search for solutions, remaining agile and accountable with a can do mind set.
People are our heart
We attract, retain and inspire exceptional people, embracing diversity and working together globally as one company.
Performance is paramount
We seek continuous improvement and embrace technology to achieve exceptional results.
Professionalism is non negotiable
We are passionate about quality, and take pride in the work we do.
Positivity
We create an exciting, energetic and positive work environment where good humour improves productivity and happiness.


Business Strategy

Focused strategy on business segments that most closely align to our geography and where we can add positive impact to the client’s travel program. 
 
We are not a mass market generalist and therefore create value by specialising and aligning closely with our target customer needs. 
 
We target business to business segments where business travel is an intricate part of their business model, and where service delivery is critical.
 
We focus primarily in two sectors:
- The Professional Services Industry, primarily on financial, legal and insurance sectors, where “high touch” and attention to details are tantamount.
- The Essential Services industry primarily in energy, security, mining and marine sectors which operate  in complex operating environments and were reliability, quality and technology enablers are also critical.

This unique profile and focus with wholly owned and managed operations in Europe, Asia, Africa, Middle East,North and South America is a key differentiator and competitive strength in sizable market segments in excess of US $20 Billion. 

Page 2

 
CASPEAN INVESTMENTS LIMITED
 
 
 
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023

Strategic Execution & Business operating model

We focus in generating long term value, forming, and continually growing long term client and supplier relationships.
 
Investing and aligning our geographical footprint to our clients evolving needs.
 
Investing in technology to simplify travel logistics to our customers, while concurrently optimising their travel costs.
 
Our core asset is our people. We aim to attract the best talent and invest to make Wings a great place to work. We actively reward and incentivise staff for the value they create for our customers.
 
We are cost conscious and leverage global shared services and specialised IT systems to keep costs competitive whilst still delivering 24-hour customer service.
 
Building scale is crucial in our operating model. Scale enables us to lower our operating cost per transaction and improve margins by leveraging global supplier relationships. This benefits our customers as it enables them to lower their total cost of ownership us to continue to invest and to expand our global infrastructure.
 
Retention of customers is crucial to creating long term value, and we therefore invest heavily in achieving the highest possible retention rate.

3.  External and Operating Environment factors impacting the Wings Business

The main factor impacting the strategic operating environment moving into our next financial year is the possible change in frequency of travel in the post Covid environment, with the advent of virtual meetings. However, a significant proportion of Wings’ business is essential travel and critical professional travel requirements which will mitigate any such risks.
 
There is also some risk from the impact of a smaller market with more competition for a smaller business travel base.

A consequence of the pandemic was a large decrease in the workforce of qualified travel professionals. As the market is recovering, the supply of talent has materially reduced which is a potential long run constraint on growth to be navigated. This will likely result with service issues in the industry, which will be an opportunity for those who retain and attract travel talent the best.
 
The impact of global increases in energy prices is a positive impact for Wings, as despite increased wage inflation the demand for travel from our core energy market is expected to rapidly expand as the world looks to develop additional sources of energy. 
 
Many of our energy clients are now increasing investment in green technology which opens further opportunities for specialisation for Wings.
 
Rising inflation and tightening credit lines will put pressure on the industry as a whole, and weaker players will struggle. But this will be an opportunity for well-run firms to capitalise on gaining market share and offers opportunities for industry consolidation.  Wings management see this as a great opportunity that the firm is well positioned to harness.

Page 3

 
CASPEAN INVESTMENTS LIMITED
 
 
 
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023

Risk Management

Risk management is important to management and handled in a structured way within our governance and compliance team. There is a formal Audit & Risk Committee, made up of internal and external members, and there is a risk register that is formally reviewed with the C-level leadership team, and external advisory board members. Actions are then taken to mitigate potential adverse consequences. Wings is also investing to strengthen its internal legal and compliance department to keep a firm grip on risk and compliance.
 
Page 4

 
CASPEAN INVESTMENTS LIMITED
 
 
 
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023

Top Strategic & Execution Risk Factors


Risk

Mitigation

Increases in the cost of credit


All Wings’ management is focused on maintaining and improving the group’s working capital.
Main bank credit lines are locked long term at favourable rates of interest.
Wings has solid long-term relationships with banks and credit card providers.
Wings typically does not offer credit terms to customers, unless it makes commercial sense, and terms are aligned to payment cycles. This means Wings is less exposed to market tightening in general credit lines.
The groups cash position has improved and remained strong , despite the market turmoil. 
The business remains profitable and EBITDA directionally translates into incremental cashflows.


Failure to generate additional scale economies
Scale is essential to competitive pricing and profitability.
Wing’s priority to is deliver outstanding service to ensure optimum client retention.


Rapidly changing technology impacting travel programs for clients 
Wings recognises that having relevant and bespoke technology is a key customer requirement for building long term relationship.
The group in FY23 and into FY24 will continue to invest in both internal resources and external suppliers to have market leading technology.
Wings main operating platform in fully proprietary and is able to quickly adapt to changes in the market and clients needs, 
Maintaining this technology is a key mitigator of the constant pace of technological change. 


Page 5

 
CASPEAN INVESTMENTS LIMITED
 
 
 
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023

Failure to generate additional scale economies, the company 
Scale is essential to competitive pricing and profitability.
Wing’s priority to is deliver outstanding service to ensure optimum client retention.
 Wings is targeting to launch in new geographies to support target clients and sectors.
Wings is investing in internal sales resourcing and leadership global, as well as an expanded Marketing function which resulted with the successful launch of the new Wings branding in FY23.
Wings continues to look or mid-size acquisition opportunities to further strengthen the customer value proposition and build scale.


Cyber Security
Wings is a custodian of sensitive client data, we are investing further in our cyber security program, and will be ISO Cyber Security compliant during the next fiscal year.


Sustainability & Environment

Wings is in a service industry which on its own has a limited adverse impact on the environment. The Wings customer base is, however, becoming more aware of its sustainability programs, so Wings is working with its customers and investing in systems and processes to help customers track their carbon foot prints as result of their travel programs and to take decisions to minimise environmental impacts.  As a management team we are aiming to instil sustainability into our culture and decision making processes.

4.  Business Performance

Strategic Performance vs the Long Term Strategy
• Caspean has grown rapidly over the past 5 years, with a strategy of geographical expansion to support core markets in essential travel. This 5-year strategy has been executed according to plan. 
• Geographically, Caspean completed purchases of businesses in Egypt and opened in Canada in FY24.
• Management believes the Wings global footprint is now highly aligned for the target markets and provides unique competitive advantages to grow.
• Further the successful creation of a Global Shared Service Center (GSSC) in the Philippines, now in its second year is laying the foundation for consistent levels of service, and scale economics our customers’ demand.

Page 6

 
CASPEAN INVESTMENTS LIMITED
 
 
 
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023

EBITDA Performance

Globally, the group’s financial performance we very strong in the post Covid market recovery. 
• Wings was able to rapidly grow in volumes and turnover to come close to pre pandemic levels, but with a much more optimised cost structure following years of restructure and process optimisation.
• Despite marker tightness for retaining and hiring skilled travel consultants, group cost were well contained in the rebound, which supported the strong recovery in EBITDA without translating disproportionate operating expense increases. 
• Adjusted EBITDA is adjusted for the material one time restructure items.  
• For 2023, Wings improved Adjusted EBITDA to £2,698k, an improvement of £2,164k versus the prior year.

2023
2022
        £
        £

Adjusted EBITDA

2,697,460

534,371
 
Operating Profit / (Loss)

1,319,078

(1,401,273)
 
Add Depreciation

301,808

362,069
 
Add Amortisation

226,577

1,064,449
 
Add Net Interest

643,287

378,511
 
Add Tax

122,733

109,430
 
EBITDA

2,613,483

513,186
 

EBITDA

2,613,483

513,186
 
   Less IFRS 16 Lease Amortization

(240,850)

(282,423)
 
   Add back Exceptional Restructure

324,827

303,608
 
Adjusted EBITDA - Pre restructure and right of use costs

2,697,460

534,371
 

Liquidity, Financing and Working Capital

During the rapid recovery in travel, the groups working capital outlay rapidly expanded as customer credit lines normalised.

However, the strong EBITDA performance and management focus on cashflow meant the group was able to absorb this increase and still improve the cash position £1.35m to £5.89m

Further supporting the recovery was the normalisation of credit lines from banks and credit card suppliers which are now coming back to pre-pandemic levels.

Management considers Net Current Assets as a key measure of liquidity and ability to service short term liabilities. The directors are pleased that management were able to improve the Net Current Asset Position by £2,033k with a healthy surplus of £2,912k in Feb FY23.

Management removes IFRS16 lease liabilities in looking at liquidity as this is viewed as a regular operating expense item in our industry.

Page 7

 
CASPEAN INVESTMENTS LIMITED
 
 
 
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023

2023
2022
        £
        £

Cash and Cash Equivalents

5,887,001

4,527,574
 

Current Assets

3,250,940

9,386,620
 
Adjusted Current Liabilities

(1,059,029)

(9,227,832)
 
Adjusted Net Current Assets

2,191,911

158,788
 

Adjusted Current Ratio

            120%

            102%
 
 
 
Current Assets

13,250,940

9,386,620
 
Less




 
   Current liabilities

(11,268,085)

(9,440,469)
 
   Add back IFR16 Current Leases


209,056

212,637
 
Adjusted Current Liabilities

(11,059,029)

(9,227,832)
 
Adjusted Net Current Assets

2,191,911

158,788
 

Customer & Growth Performance

The focus in FY23 was to successfully manage the recovery in clients in the Covid recovery, as a lack of qualified staff and service issues buffered the whole industry.
• Due to Wing’s focus on essential travel, and outperformance during Covid relative to peers. Wings was able to maintain a more stable and more complete workforce, which put it in a good position to be able to manage the market recovery and maintain client relations.
• The directors are pleased that there were no material client losses during the rebound, and the existing client base was well preserved.
• Going into the next financial year the focus will be on targeting customer growth that is specifically aligned with our offering, and building sustainable long-term relationships.

2023
2022
        £
        £

Total Transactional Value

209,767,662

83,156,025
 

Page 8

 
CASPEAN INVESTMENTS LIMITED
 
 
 
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023

Service Performance

The group continued to offer a strong level of service during Covid and made the finals in the top global TMC in the European Global Business Travel Awards again.
• Service in non-negotiable in the sectors we serve, and management is relentlessly focused on service quality, with well defined operating processes that make us one of the few TMC’s that are ISO compliant.

Strategic Supplier Relationships Performance

Despite some industry challenges during the uncertainty of the Covid year, Wings retained good relationships with strategic suppliers, and remains a reliable payer to creditors.
• A major agreement was implemented with a global supplier which enhances margins into FY23/24 as volumes recover.
• Management are pleased that the group focus on liquidity and ability to pay suppliers on time resulted with suppliers extending lines of credit as the market recovered.
• Overall supplier incentives will take a while to recover post Covid, as airlines are more focused on yield management, but Wings still has strong relationships to leverage that will help lift margins into the future.
• Margins at 4.4% in 2023 are towards the normal level, the 8.2% during 2022 was distorted due to materially lower volumes and client mix.

2023
2022
        £
        £

Gross Profit % of Total Transactional Value

4.4%

8.2%
 

Operating Efficiency Performance

Wings has completed a 3-year cycle of cost optimisation following a period of expansion and acquisition.
• The deployment of the Global Shared Service Center (GSSC) in Manilla, enabled service to managed globally with high value services performed locally, and back office functions to be operated a standardised and efficient way
• This helped to contain costs as the volume recovered and improve operating ratios.

Human Capital Performance

Our employee engagement survey came back positively, despite some stresses in the business during Covid, with satisfactory levels globally. Staff confirm Wings is a fun place to work, that appreciates the commitment to its people. There are areas of feedback we are taking on board to improve productivity with further systems development, which will form part of the post Covid IT investment program.

Page 9

 
CASPEAN INVESTMENTS LIMITED
 
 
 
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023

Outlook

Wings expects further market recovery into FY24, which will translate into increased Sustainable EBITDA for the group, beyond the £3 million mark.
• The main operating focus for the group is to continue to invest and refine the technology stack that will improve operating efficiency and the client experience.
• The group is also making investments in senior and mid-level management positions to further accelerate the growth program and to open in new markets.
• Management expect liquidity to remain stable and are in a strong position to meet all debt obligations as the come due in the following year.


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



S Dunn
Director

Date: 19 January 2024

Page 10

 
CASPEAN INVESTMENTS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2023

The directors present their report and the financial statements for the year ended 28 February 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, Directors' report and the consolidated financial statements, in accordance with applicable law.

Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law they have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK.

Under company law the directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing the consolidated financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;

make judgments and estimates that are reasonable and prudent;

state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;

assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Principal activity

The Group and Company's principal activity is the provision of corporate travel related services specialising in the marine, oil and gas industry. 

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £1,564,893 (2022 - loss £1,345,118).

Directors

The directors who served during the year were:

A Sofianos 
M Levin 

Page 11

 
CASPEAN INVESTMENTS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
Future developments

Future developments over performance will be largely impacted by the global impact of Covid on the business travel sector. Management however, believes the Wings Group will deliver a break-even EBITDA in the next fiscal year and liquidity will continue to be well managed. During the next fiscal year, the Group also intends to complete the migration of the remaining Wings entities into the ownership of Wings Holdings, specifically in Middle East and the Americas.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Auditor

The auditor, Xeinadin Audit Limitedwill 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.
 



S Dunn
Director

Date: 19 January 2024
Page 12

 
CASPEAN INVESTMENTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CASPEAN INVESTMENTS LIMITED
 

Opinion


We have audited the financial statements of Caspean Investments Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 28 February 2023 which comprise the Consolidated statement of profit or loss and other comprehensive incomethe Consolidated statement of financial position, the Company Statement of financial positionthe Consolidated statement of cash flows, the Company Statement of cash flowsthe Consolidated statement of changes in equity, the Company Statement of changes in equity and the related notes, including a summary of significant accounting policies set out on pages 30 - 39. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.

In our opinion:

the financial statements give a true and fair view of the state of the Group's and the parent Company's affairs as at 28 February 2023 and of the Group's profit for the year then ended;

the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the United Kingdomand

the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group and the parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern


In forming our opinion, we have considered the adequacy of the disclosures made in the financial statements concerning the Group's ability to continue as a going concern. The Group reported a profit for the year ended 28 February 2023 and, as of that date, the Grouphas net liabilities. We draw your attention to note 1.3.
The financial statements do not include any adjustments that would result from a failure 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, 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.

Page 13

 
CASPEAN INVESTMENTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CASPEAN INVESTMENTS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual report, other than the financial statements and our auditor's report thereon.  The directors are responsible for the other information contained within the Annual reportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. 

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006


In our opinion, based on the work undertaken in the course of the audit: 

the information given in the 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.


Page 14

 
CASPEAN INVESTMENTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CASPEAN INVESTMENTS LIMITED (CONTINUED)


Matters on which we are required to report by exception

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.

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

adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent Company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.


Responsibilities of directors

As explained more fully in the directors' responsibilities statement on page 11, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• Enquiry of management and those charged with governance around actual and potential litigation and claims;
• Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations;
• 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.

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
Page 15

 
CASPEAN INVESTMENTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CASPEAN INVESTMENTS LIMITED (CONTINUED)


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.

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 auditor's report.




 
 
Karanjit Gill FCCA (Senior statutory auditor)
  
for and on behalf of
Xeinadin Audit Limited
 
Chartered Accountants
Statutory Auditor
  
8th Floor
Becket House
36 Old Jewry
London
EC2R 8DD

19 January 2024
Page 16

 
CASPEAN INVESTMENTS LIMITED
 
 
 
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 FEBRUARY 2023


2023
2022
Note
£
£
 
Total Transactional Value                                                                                           209,767,662    83,156,025



  

Revenue
 6 
13,243,776
6,853,801

Gross profit
  
13,243,776
6,853,801

  

Other operating income
 7 
-
205,501

Administrative expenses
  
(10,923,850)
(7,669,862)

Other expenses
  
(234,827)
(303,608)

Profit/(loss) from operations
  
2,085,099
(914,168)

  

Finance income
  
26,712
7,191

Finance expense
  
(670,000)
(385,702)

Profit/(loss) before tax
  
1,441,811
(1,292,679)

  

Tax expense
 13 
(122,733)
(108,594)

Profit/(loss) for the year
  
1,319,078
(1,401,273)

Other comprehensive income:

  

Items that will or may be reclassified to profit or loss:
  

Exchange gains arising on translation on foreign operations
  
65,741
(230,585)

  

Other comprehensive income for the year, net of tax
  
65,741
(230,585)

  

Total comprehensive income
  
1,384,819
(1,631,858)

 
 
 
Profit/(loss) for the year attributable to:
  

Owners of the parent
  
1,564,756
(1,339,802)

Non-controlling interests
  
(245,678)
(61,471)


Page 17

 
CASPEAN INVESTMENTS LIMITED
 
 
 
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023


2023
2022
Note
£
£

 
 
Total comprehensive income attributable to:
  

Owners of the parent
  
1,634,604
(1,575,703)

Non-controlling interests
  
(249,785)
(56,155)

  
1,384,819
(1,631,858)

The notes on pages 30 to 71 form part of these financial statements.

Page 18

 
CASPEAN INVESTMENTS LIMITED
REGISTERED NUMBER: 10795306
 
 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 28 FEBRUARY 2023


2023
2022
Note
£
£


Assets

Non-current assets
  

Property, plant and equipment
 14 
1,233,561
1,459,740

Intangible assets
 15 
6,337,060
4,994,826

Other non-current investments
 16 
-
1,159,176

Trade and other receivables
 17 
-
651,955

Deferred tax assets
 13 
831,817
841,809

  
8,402,438
9,107,506

Current assets
  

Trade and other receivables
 17 
7,363,939
4,891,207

Cash and cash equivalents
 28 
5,887,001
4,527,574

  
13,250,940
9,418,781

  

Total assets

  

21,653,378
18,526,287

Liabilities

Non-current liabilities
  

Trade and other liabilities
 18 
8,282,071
7,234,424

Loans and borrowings
 19 
3,217,762
3,930,221

Deferred tax liability
 13 
-
103,436

  
11,499,833
11,268,081

Current liabilities
  

Bank overdraft
 28 
1,011,845
778,658

Trade and other liabilities
 18 
9,815,377
8,553,038

Loans and borrowings
 19 
440,863
141,045

  
11,268,085
9,472,741

  

Total liabilities
  
22,767,918
20,740,822

  

  

Net liabilities
  
(1,114,540)
(2,214,535)
Page 19

 
CASPEAN INVESTMENTS LIMITED
REGISTERED NUMBER: 10795306
 
 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 28 FEBRUARY 2023


2023
2022
Note
£
£


Issued capital and reserves attributable to owners of the parent
  

Share capital
 20 
3,000,060
3,000,060

Foreign exchange reserve
  
(30,499)
(100,347)

Retained earnings
  
(3,929,383)
(5,209,315)

  
(959,822)
(2,309,602)

  

Non-controlling interest
  
(154,718)
95,067

TOTAL EQUITY
  
(1,114,540)
(2,214,535)

The financial statements on pages 1 to 71 were approved and authorised for issue by the board of directors and were signed on its behalf by:




S Dunn
Director

Date: 19 January 2024

The notes on pages 30 to 71 form part of these financial statements.

Page 20

 
CASPEAN INVESTMENTS LIMITED
REGISTERED NUMBER: 10795306
 
 
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 28 FEBRUARY 2023


2023
2022
Note
£
£


Assets

Non-current assets
  

Other non-current investments
 16 
1,000
1,000

Trade and other receivables
 17 
2,752,528
3,000,000

  
2,752,528
3,000,000

  

Total assets

  

2,753,528
3,001,000

Liabilities

Non-current liabilities
  

Trade and other liabilities
 18 
3,487
36,780

  
3,487
36,780

Current liabilities
  

Trade and other liabilities
 18 
311,640
249,669

  

Total liabilities
  
315,127
286,449

  

  

Net assets
  
2,438,401
2,714,551
Page 21

 
CASPEAN INVESTMENTS LIMITED
REGISTERED NUMBER: 10795306
 
 
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 28 FEBRUARY 2023

2023
2022
Note
£
£


Issued capital and reserves attributable to owners of the parent
  

Share capital
 20 
3,000,060
3,000,060

Retained earnings
  
(561,659)
(285,509)

TOTAL EQUITY
  
2,438,401
2,714,551

The Company's loss for the year was £276,150 (2022: £38,843).

The financial statements on pages 1 to 71 were approved and authorised for issue by the board of directors and were signed on its behalf by:




S Dunn
Director

Date: 19 January 2024

The notes on pages 30 to 71 form part of these financial statements.

Page 22

 
CASPEAN INVESTMENTS LIMITED

 
 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2023



Share capital
Foreign exchange reserve
Retained earnings
Total attributable to equity holders of parent
Non-controlling interest
Total equity


£
£
£
£
£
£

At 1 March 2021
60
135,554
(3,869,513)
(3,733,899)
151,223
(3,582,676)

Comprehensive income for the year




Loss for the year
-
-
(1,339,802)
(1,339,802)
(61,471)
(1,401,273)

Foreign exchange and other movements
-
(235,901)
-
(235,901)
5,316
(230,585)

Total comprehensive income for the year
-
(235,901)
(1,339,802)
(1,575,703)
(56,155)
(1,631,858)

Contributions by and distributions to owners







Issue of share capital
3,000,000
-
-
3,000,000
-
3,000,000

Total contributions by and distributions to owners
3,000,000
-
-
3,000,000
-
3,000,000

At 28 February 2022
3,000,060
(100,347)
(5,209,315)
(2,309,602)
95,068
(2,214,534)

At 1 March 2022
3,000,060
(100,347)
(5,209,315)
(2,309,602)
95,068
(2,214,534)

Comprehensive income for the year




Loss for the year
-
-
1,564,756
1,564,756
(245,678)
1,319,078

Foreign exchange and other movements
-
69,848
-
69,848
(4,107)
65,741

Total comprehensive income for the year
-
69,848
1,564,756
1,634,604
(249,785)
1,384,819

Contributions by and distributions to owners







Purchase of own shares
-
-
(284,961)
(284,961)
-
(284,961)

Total contributions by and distributions to owners
-
-
(284,961)
(284,961)
-
(284,961)

At 28 February 2023
3,000,060
(30,499)
(3,929,520)
(959,959)
(154,717)
(1,114,676)

Page 23

 
CASPEAN INVESTMENTS LIMITED

 
 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023


The notes on pages 30 to 71 form part of these financial statements.

Page 24

 
CASPEAN INVESTMENTS LIMITED

 
 
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2023



Share capital
Retained earnings
Total equity


£
£
£

At 1 March 2021
60
(246,666)
(246,606)

Comprehensive income for the year



Loss for the year
-
(38,843)
(38,843)

Total comprehensive income for the year
-
(38,843)
(38,843)

Contributions by and distributions to owners




Issue of share capital
3,000,000
-
3,000,000

Total contributions by and distributions to owners
3,000,000
-
3,000,000

At 28 February 2022
3,000,060
(285,509)
2,714,551

At 1 March 2022
3,000,060
(285,509)
2,714,551

Comprehensive income for the year



Loss for the year
-
(276,150)
(276,150)

Total comprehensive income for the year
-
(276,150)
(276,150)

Contributions by and distributions to owners




At 28 February 2023
3,000,060
(561,659)
2,438,401

The notes on pages 30 to 71 form part of these financial statements.

Page 25

 
CASPEAN INVESTMENTS LIMITED

 
 
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 28 FEBRUARY 2023


2023
2022
Note
£
£

Cash flows from operating activities
  

Profit/(loss) for the year
  
1,319,078
(1,401,273)

Adjustments for
  

Depreciation of tangible assets
 14 
301,808
362,069

Amortisation of intangible fixed assets
 15 
226,577
29,414

Impairment of goodwill
 15 
-
1,035,035

Revaluation of goodwill
 15 
-
(105,297)

Impairment of other investments
 16 
-
119,712

Finance income
  
(26,712)
(7,191)

Finance expense
  
670,000
385,702

Impairment of bad debts
  
26,531
54,108

Net foreign exchange gain
  
(108,168)
(192,482)

Income tax expense
 13 
122,733
109,430

  
2,531,847
389,227

Movements in working capital:
  

Decrease/(increase) in trade and other receivables
  
(1,390,073)
(1,700,274)

Increase/(decrease) in trade and other payables
  
982,878
2,288,541

Cash generated from operations
  
2,124,652
977,494

  

Net cash from operating activities

  
2,124,652
977,494

Cash flows from investing activities
  

Purchases of property, plant and equipment
  
(545,628)
(51,290)

Purchase of intangibles
 15 
(267,621)
(1,090,263)

Net cash used in investing activities

  
(813,249)
(1,141,553)

Cash flows from financing activities
  

Proceeds from other loans
  
-
3,990,706

Proceeds from bank borrowings
  
1,014,002
48,166

Repayment of bank borrowings
  
(899,165)
(101,225)

Repayment of other loans
  
(300,000)
(5,181,507)

Net cash used in financing activities
  
(185,163)
(1,243,860)

Net increase/(decrease) in cash and cash equivalents
  
1,126,240
(1,407,919)

  
Page 26

 
CASPEAN INVESTMENTS LIMITED

 
 
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023









2023
2022




£
£


Cash and cash equivalents at the beginning of year
  
3,748,916
5,156,835

Cash and cash equivalents at the end of the year
 28 
4,875,156
3,748,916

The notes on pages 30 to 71 form part of these financial statements.

Page 27

 
CASPEAN INVESTMENTS LIMITED

 
 
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 28 FEBRUARY 2023


2023
2022
Note
£
£

Cash flows from operating activities
  

Loss for the year
  
(276,150)
(38,843)

Adjustments for
  

Amortisation of intangible fixed assets
 15 
-
550

Share-based payment expense
  
-
3,000,000

  
(276,150)
2,961,707

Movements in working capital:
  

(Increase) / decrease in trade and other receivables
  
249,972
(3,000,000)

Increase in trade and other payables
  
26,178
38,293

  

Cash flows from investing activities
  

Cash flows from financing activities
  

  

Cash and cash equivalents at the end of the year
 28 
-
-

The notes on pages 30 to 71 form part of these financial statements.

Page 28

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023




Page
1.
Accounting policies
30
2.
Reporting entity
40
3.
Basis of preparation
4.
Functional and presentation currency
40
5.
Accounting estimates and judgments
41
6.
Revenue
41
7.
Other operating income
42
8.
Exceptional expenses
42
9.
Employee benefit expenses
43
10.
Directors' remuneration
43
11.
Finance income and expense
44
12.
Tax expense
13.
Earnings per share
14.
Property, plant and equipment
48
15.
Intangible assets
50
16.
Other non-current investments
53
17.
Trade and other receivables
56
18.
Trade and other payables
19.
Loans and borrowings
20.
Share capital
61
21.
Reserves
61
22.
Non-controlling interests
61
23.
Leases
62
24.
Defined contribution schemes
62
25.
Contingent liabilities
62
26.
Financial instruments - fair values and risk management
27.
Related party transactions
70
28.
Notes supporting statement of cash flows
70
29.
Capital management
70
30.
Events after the reporting date
71






Page 29

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

1.Accounting policies

 
1.1

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:
has power over the investee;
is exposed, or has rights, to variable returns from its involvement with the investee; and
has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:
the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
potential voting rights held by the Company, other vote holders or other parties;
rights arising from other contractual arrangements; and
any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at this time that decisions need to be made, including voting patterns at previous shareholders' meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Page 30

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

1.Accounting policies (continued)


1.1
Basis of consolidation (continued)


Changes in the Group's ownership interests in existing subsidiaries

Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and its calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent account under IAS 39, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

The Group owership structure is presented as follows:

 
Page 31

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

1.Accounting policies (continued)


1.1
Basis of consolidation (continued)

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1.2

Sections 479A and 479C subsidiary companies audit exemption: parent undertaking declaration of guarantee

Caspean Investments Limited, the ultimate parent company, has undertaken to guarantee all outstanding liabilities to which Clapham Travel Management Limited, Grosvenor Travel Management Ltd and Gillingham Contract Management Ltd, UK trading subsidiaries, are subject to at the end of financial year, ending on 28 February 2023. This guarantee applies until a) they are satisfied in full, b) the guarantee is enforceable against the ultimate parent undertaking by any person to whom the subsidiary is liable, in respect of those liabilities and c) relates only to the year under guarantee.

Page 32

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

1.Accounting policies (continued)


1.3

Going concern

The Group has a net liabilities position of £1,114,540 as at 28 February 2023 at the same time generating a profit of £1,319,078 during the year. The directors have taken steps to increase revenue and to improve liquidity.
The directors have prepared a cash flow forecast for a period of 12 months from the date of approval of these financial statements. The forecasts assumes a relatively low level of recovery through the remainder of 2023 and the outcome of the worst case scenario indicates that the Group will continue to have sufficient funds to meet their liabilities as they fall due for that period.
Consequently, the directors are confident that the Group, will have sufficient funds and cash reserves to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements.

 
1.4

Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

The Group's policy for goodwill arising on the acquisition of an associate and a joint venture is described at note 1.6.


1.5

Negative goodwill

Negative goodwill arising where the cost is less than the fair value of the net assets acquired is fully recognised through the profit or loss on the date of acquisition.

Page 33

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

1.Accounting policies (continued)

 
1.6

Investments in associates and joint ventures

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

The results and assets and liabilities of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment, or a portion thereof, is classified as held for sale, in which case it is accounted for in accordance with IFRS 5. Under the equity method, an investment in an associate or a joint venture is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group's share of the profit or loss and other comprehensive income of the associate or joint venture. When the Group's share of losses of an associate or a joint venture exceeds the Group's interest in that associate or joint venture (which includes any long-term interests that, in substance, form part of the Group's net investment in the associate or joint venture), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.

An investment in an associate or a joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group's share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group's share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.

The requirements of IAS 39 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group's investment in an associate or joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested fir impairment in accordance with IAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.

The Group discontinues the use of the equity method from the date when the investment ceases to be an associate or joint venture, or when the investment is classified as held for sale. When the Group retains an interest in the former associate or joint venture and the retained interest is a financial asset, the Group measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition in accordance with IAS 39. The difference between the carrying amount of the associate or joint venture at the date the equity method was discontinued, and the fair value of any retained interest and any proceeds from disposing of a part interest in the associate or joint venture is included in the determination of the gain or loss on disposal of the associate or joint venture. In addition, the Group accounts for all amounts previously recognised in other comprehensive income in relation to that associate or joint venture on the same basis as would be required if that associate or joint venture had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group reclassified the gain or loss from equity to profit or loss (as a reclassification adjustment) when the equity method is discontinued.
Page 34

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

1.Accounting policies (continued)


1.6
Investments in associates and joint ventures (continued)


The Group continues to use the equity method when an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an associate.There is no remeasurement to fair value upon such changes in ownership interests.

When the Group reduces its ownership interest in an associate or a joint venture but the Group continues to use the equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in the other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.

When a group entity transacts with an associate or a joint venture of the Group, profits and losses resulting from the transactions with the associate or joint ventures are recognised in the Group's consolidated financial statements only to the extent of interests in the associate or joint venture that are not related to the Group.

 
1.7

Revenue

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control over a product or service to a customer.

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.


1.8

Government grants

Grants are accounted under the accruals model. Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.


1.9

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

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

Page 35

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

1.Accounting policies (continued)

  
1.10

Employee benefits


Short-term and other long-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date.

 
1.11

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.


Current and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

 
1.12

Property, plant and equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:

Long-term leasehold property
Fixtures and fittings
17%       straight line
Office equipment
33%       straight line
Computer equipment
33%       straight line
Other property, plant and equipment
20%       straight line

Page 36

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

1.Accounting policies (continued)

 
1.13

Intangible assets


(i) Internally-generated intangible assets

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:

the technical feasibility of completing the intangible asset so that it will be available for use or sale;
the intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
how the intangible asset will generate probable future economic benefits;
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.


(ii) Intangible assets acquired in a business combination

Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Page 37

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

1.Accounting policies (continued)


1.14

Financial instruments

Trade and other debtors /creditors
Trade and other debtors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method, less provision for expected credit loss. The amount of the provision is the expected credit loss measured as the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.
Recognition and initial measurement
Trade receivables and debt securities issued are initially recognised when they originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.
Assets held at fair value
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through the statement of profit and loss, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
I
nterest-bearing borrowings classified as basic financial instruments
Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.
Equity investments at fair value
These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in other comprehensive income and are never reclassified to profit or loss.
Classification and subsequent measurement
On initial recognition, a financial asset is classified as measured at amortised cost; fair value through other
comprehensive income-debt investment; fair value through other comprehensive income-equity investment; or fair value through the statement of profit and loss.
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
A financial asset is measured at amortised cost if it meets both of the following conditions:
• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets are derecognised when the Group transfers the financial asset or when the contractual rights expire. Financial liabilities are derecognised when the obligation is discharged, cancelled or expires.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose only of the cash flow statement.
Financial assets at amortised cost
These assets are subsequently measured at amortised cost using the effective interest method. The
Page 38

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

1.Accounting policies (continued)

amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in other comprehensive income and are never reclassified to profit or loss.
Financial liabilities at amortised cost
Financial liabilities are classified as measured at amortised cost. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
Impairment
The Group recognises loss allowances for expected credit losses on financial assets measured at amortised cost and contract assets (as defined in IFRS 15). The Group measures loss allowances at an amount equal to 12 months expected credit losses, including for other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
The Group has applied the IFRS 9 simplified approach to measuring expected credit losses (ECL). This approach uses a lifetime expected loss allowance for trade and other receivables. The ECL is determined on the ageing of the receivables, historical data and expected future conditions. At each reporting date the ECL is reviewed to reflect any changes in credit risk since initial recognition. 
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit losses, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment and including forward-looking information.

 
1.15

Non-controlling interests

For business combinations completed prior to 1 January 2010, the Group initially recognised any non-controlling interest in the acquiree at the non-controlling interest's proportionate share of the acquiree's net assets. For business combinations completed on or after 1 January 2010 the Group has the choice, on a transaction by transaction basis, to initially recognise any non-controlling interest in the acquiree which is a present ownership interest and entitles its holders to a proportionate share of the entity's net assets in the event of liquidation at either acquisition date fair value or, at the present ownership instruments' proportionate share in the recognised amounts of the acquiree's identifiable net assets. Other components of non-controlling interest such as outstanding share options are generally measured at fair value. The Group has not elected to take the option to use fair value in acquisitions completed to date.

From 1 January 2010, the total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests. Before this date, unfunded losses in such subsidiaries were attributed entirely to the Group. In accordance with the transitional requirements of IAS 27 (2008), the carrying value of non-controlling interests at the effective date of amendment has not been restated.

Page 39

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

2.


Reporting entity

Caspean Investments Limited (the 'Company') is a limited company incorporated in England and Wales. The Company's registered office is at 73 Cornhill, London, United Kingdom, EC3V 3QQ. These consolidated financial statements comprise the Company and its subsidiaries (collectively the 'Group' and individually 'Group companies'). The Group is primarily involved in business travel.


3.


Basis of preparation

The Group's consolidated and the Company's individual financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs). They were authorised for issue by the Company's board of directors on 19 January 2024.

Details of the Group's accounting policies, including changes during the year, are included in note 1.

The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and elected not to present its own Statement of comprehensive income in these financial statements.

In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Group accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The areas where judgments and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in note 5.


3.1 Basis of measurement

The financial statements have been prepared on the historical cost basis.


4.


Functional and presentation currency

These consolidated financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.

Page 40

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

5.


Accounting estimates and judgments

5.1 Judgment

Carrying value of investments and goodwill and impairment consideration

The intangibles and goodwill are carried at cost. Management determines whether the balances are impaired by using forward looking forecasts and an appropriate discount rate according to which the assets are not impaired.
There is an element of estimation uncertainty due to the use of reasonable assumptions of future cashflows and discount rate and in preparing the forecasts.


5.2 Estimates and assumptions

Estimate and assumption

The preparation of financial statements requires management to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on a continuing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.


6.


Revenue


The following is an analysis of the Group's revenue for the year from continuing operations:


2023
2022
£
£


Sales
13,243,776
6,853,801


Analysis of revenue by country of destination:

2023
2022
£
£


United Kingdom
3,941,736
1,983,454

Rest of Europe
1,427,088
749,495

Rest of the world
7,874,952
4,120,852

13,243,776
6,853,801



Page 41

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

7.


Other operating income

2023
2022
£
£


Sundry income
-
205,501


8.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor and its associates:


2023
2022
£
£

Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements
18,000
18,000

Fees payable to the Company's auditor and its associates in respect of:

The auditing of accounts of associates of the Group
122,159
101,382

All non-audit services not included above
64,490
33,454


9.


Exceptional expenses

In the current year expectional items relate to Covid restructures and intercompany write off. In the prior year expectional items related to restructing cost.

Page 42

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

10.


Employee benefit expenses

Group


2023
2022
£
£

Employee benefit expenses (including directors) comprise:

Wages and salaries
6,314,179
3,813,321

National insurance
492,761
281,252

Defined contribution pension cost
231,543
93,554

7,038,483
4,188,127

Key management personnel compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, including the directors of the Company listed on page , and the Financial Controller of the Group.





The monthly average number of employees employed by the Group, including directors employed by the parent company during the year was as follows:


2023
2022
No.
No.

Staff
296
178

Directors
3
3

299
181


11.


Directors' remuneration

2023
2022
£
£


Directors' emoluments
257,306
26,302

The highest paid director received remuneration of £206,004 (2022: disclosure not required).


Page 43

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

12.


Finance income and expense

Recognised in profit or loss


2023
2022
£
£
Finance income

Interest on:
- Bank deposits
26,712
7,191

Total interest income arising from financial assets measured at amortised cost or FVOCI
26,712
7,191


Total finance income

26,712
7,191

Finance expense

Bank interest payable
569,480
264,590

Interest on lease liabilities
100,520
121,112

Total finance expense
670,000
385,702


Net finance expense recognised in profit or loss
(643,288)
(378,511)






Page 44

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

13.


Tax expense

13.1 Income tax recognised in profit or loss



2023
2022
£
£

Current tax

Current tax on profits for the year
223,718
17,865

Total current tax
223,718
17,865


Deferred tax expense

Origination and reversal of timing differences
(100,985)
90,729

Total deferred tax
(100,985)
90,729


122,733
108,594


Total tax expense

Tax expense excluding tax on sale of discontinued operation and share of tax of equity accounted associates and joint ventures
122,733
108,594

122,733
108,594

Page 45

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

13.Tax expense (continued)


13.1 Income tax recognised in profit or loss (continued)

The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to losses for the year are as follows:


2023
2022
£
£


Profit/(loss) for the year
1,319,078
(1,401,273)

Income tax expense (including income tax on associate, joint venture and discontinued operations)
122,733
108,594

Profit/(loss) before income taxes
1,441,811
(1,292,679)


Tax using the Company's domestic tax rate of 19% (2022:19%)
273,944
(245,609)

Effect of intercompany eliminations
(111,523)
145,636

Effect of tax rates in foreign jurisdictions
(29,714)
(24,292)

Expenses not deductible for tax purposes
26,685
219,211

Capital allowances for the year in excess of depreciation
(1,277)
627

Loss carried back / forward
164,134
78,191

Utilisation of tax losses
(438)
(95,330)

Income not taxable
(137,240)
-

Recalculation of tax due to increase/(decrease) in the tax charge
-
(14,366)

Adjustments due to prior periods
(142,634)
-

Deffered tax not recognised
224,559
109,663

Other permanent differences
3,500
(25,478)

Remeasurement of deferred tax due to changes in tax rates
(35,072)
(40,071)

Zakat tax adjustments
(13,925)
-

Zakat tax
7,665
-

Other temporary differences
12,779
(256)

Group relief
(118,710)
668

Total tax expense
122,733
108,594

Changes in tax rates and factors affecting the future tax charges

The standard rate of Corporation Tax in the UK is 19%. The effective tax rate may differ mainly due to non-qualifying depreciation, disallowable acquistion costs, non-deductible share based payment costs, other non-deductible items in the UK, prior year adjustments and overseas tax rate. 
The rate of corporation tax in the UK has been increased from 19% to 25% with effect from 1 April 2023. Deferred tax assets and liabilities have therefore been remeasured at 25%.

Page 46

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

13.Tax expense (continued)

13.2 Current tax assets and liabilities

2023
2022
£
£

Current tax assets

Corporation tax repayable
65,609
160,172

65,609
160,172

Current tax liabilities

Corporation tax payable
184,147
32,272

184,147
32,272

13.3 Deferred tax balances

The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated statement of financial position:


2023
2022
£
£


Deferred tax assets
831,817
841,809

Deferred tax liabilities
-
(103,436)





Page 47

 


 
CASPEAN INVESTMENTS LIMITED


 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

14.


Property, plant and equipment


Group





Long-term leasehold property
Fixtures and fittings
Office equipment
Computer equipment
Other property, plant and equipment
Total

£
£
£
£
£
£



Cost or valuation








At 1 March 2021
-
127,101
46,525
149,565
60,264
383,455


Additions
-
228,796
68,852
226,703
21,277
545,628


Disposals
-
(14,839)
(10,191)
(18,220)
(934)
(44,184)


Transfers between classes
2,988,316
-
-
-
-
2,988,316


Revaluations
(915,763)
-
-
-
-
(915,763)


Foreign exchange movements
32,641
19,056
7,809
32,458
1,782
93,746



At 28 February 2022
2,105,194
360,114
112,995
390,506
82,389
3,051,198


Additions
23,966
19,384
7,731
48,553
3,039
102,673


Disposals
(246,135)
-
(588)
(18,258)
(42,691)
(307,672)


Foreign exchange movements
(5,616)
19,536
5,402
20,321
(245)
39,398



At 28 February 2023
1,877,409
399,034
125,540
441,122
42,492
2,885,597

Page 48

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

14.Property, plant and equipment (continued)


Long-term leasehold property
Fixtures and fittings
Office equipment
Computer equipment
Other property, plant and equipment
Total

£
£
£
£
£
£



Accumulated depreciation and impairment








At 1 March 2021
-
98,938
34,210
118,949
32,269
284,366


Charge owned for the year
301,891
12,893
2,810
34,107
10,367
362,068


Acquired through business combinations
-
226,279
68,162
183,398
16,499
494,338


Disposals
(584,387)
(12,827)
(6,135)
(20,872)
(1,952)
(626,173)


Transfers between classes
1,001,320
-
-
-
-
1,001,320


Exchange adjustments
16,527
18,946
6,437
31,976
1,653
75,539



At 28 February 2022
735,351
344,229
105,484
347,558
58,836
1,591,458


Charge owned for the year
240,850
7,617
4,022
29,976
19,343
301,808


Disposals
(246,135)
-
(35)
(10,253)
(40,012)
(296,435)


Exchange adjustments
15,271
19,845
5,170
15,565
(646)
55,205



At 28 February 2023
745,337
371,691
114,641
382,846
37,521
1,652,036



Net book value


At 1 March 2021
-
28,163
12,315
30,616
27,995
99,089


At 28 February 2022
1,369,843
15,885
7,511
42,948
23,553
1,459,740


At 28 February 2023
1,132,072
27,343
10,899
58,276
4,971
1,233,561

There were no changes to the valuation techniques during the year.



14.1 Impairment losses recognised in the year

There are no impairment losses across the Group which have been recognised in the year.



14.2 Assets pledged as security

The Group does not currently have any of its assets pledged as security.

Page 49

 


 
CASPEAN INVESTMENTS LIMITED


 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

15.


Intangible assets

Group





Goodwill
Trademarks
Clients databases
Other intangible assets
Total

£
£
£
£
£



Cost







At 1 March 2021
5,254,238
259,723
-
2,991,066
8,505,027


Additions - external
1,084,062
26,724
-
12,800
1,123,586


Disposals
-
(66,848)
-
-
(66,848)


Transfer between classes
-
-
-
(2,988,316)
(2,988,316)


Foreign exchange movement
29,824
657
-
-
30,481



At 28 February 2022
6,368,124
220,256
-
15,550
6,603,930


Additions - external
254,978
3,705
-
8,938
267,621


Disposals
-
(23,199)
-
(6,920)
(30,119)


Transfer between classes
(568,342)
-
2,204,826
-
1,636,484


Impairment reclassification
(1,308,401)
-
-
-
(1,308,401)


Foreign exchange movement
12,089
465
(59,143)
830
(45,759)



At 28 February 2023
4,758,448
201,227
2,145,683
18,398
7,123,756

Page 50

 


 
CASPEAN INVESTMENTS LIMITED


 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

15.Intangible assets (continued)


Goodwill
Trademarks
Clients databases
Other intangible assets
Total

£
£
£
£
£



Accumulated amortisation and impairment







At 1 March 2021
604,484
75,153
-
1,003,520
1,683,157


Charge for the year - owned
1,035,035
28,864
-
550
1,064,449


Disposals
-
(66,848)
-
-
(66,848)


Acquired through business combinations
-
24,791
-
8,532
33,323


Transfer between classes
-
-
-
(1,001,320)
(1,001,320)


Revaluation
(105,297)
-
-
-
(105,297)


Foreign exchange movement
2,058
(418)
-
-
1,640



At 28 February 2022
1,536,280
61,542
-
11,282
1,609,104


Charge for the year - owned
-
28,415
191,784
6,378
226,577


Disposals
-
(23,199)
-
(14,955)
(38,154)


Impairment reclassification
(1,460,502)
-
-
-
(1,460,502)


Transfer between classes
(75,778)
-
557,632
-
481,854


Foreign exchange movement
-
(7,210)
(25,583)
610
(32,183)


At 28 February 2023
-
59,548
723,833
3,315
786,696
Page 51

 


 
CASPEAN INVESTMENTS LIMITED


 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

15.Intangible assets (continued)




Net book value


At 1 March 2021
4,649,754
184,570
-
1,987,546
6,821,870


At 28 February 2022
4,831,844
158,714
-
4,268
4,994,826


At 28 February 2023
4,758,448
141,679
1,421,850
15,083
6,337,060

Page 52

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

16.

Other non-current investments


Group

2023
2022
£
£

Unlisted investments
-
1,159,176

-
1,159,176

Unlisted investments is made up of 100% of assets acquired by Wings Travel Management (Pty) Ltd and comprises of a client database. This asset is amortised over the period of ten years. The investments have been reclassified to clients databases under intangible assests. 

Page 53

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

Company

2023
2022
£
£

Investments in subsidiary companies
1,000
1,000

1,000
1,000

Page 54

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

16.Other non-current investments (continued)

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
ole37ed.png
* The interest in this company is held indirectly via the shareholding in other subsidiaries

Page 55

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

17.


Trade and other receivables



Group

2023
2022
£
£


Trade receivables
5,429,192
3,236,722

Trade receivables - net
5,429,192
3,236,722

Receivables from related parties
-
299

Loans to related parties
2
-

Total financial assets other than cash and cash equivalents classified as loans and receivables
5,429,194
3,237,021

Prepayments and accrued income
243,327
272,213

Tax recoverable
72,543
-

Other receivables
1,618,875
2,033,928

Total trade and other receivables
7,363,939
5,543,162

Less: current portion - trade receivables
(5,429,192)
(3,140,031)

Less: current portion - prepayments and accrued income
(243,327)
(272,213)

Less: current portion - other receivables
(1,618,875)
(1,478,664)

Less: current portion - receivables from related parties
(2)
(299)

Less: current portion - taxation recoverable
(72,543)
-

Total current portion
(7,363,939)
(4,891,207)

Total non-current portion
-
651,955

Page 56

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

17.Trade and other receivables (continued)

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. 
To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due.
The expected loss rates are based on the payment profiles of customers over a period of 12 months before each balance sheet date and the corresponding historical credit losses experienced within this period. The historical loss rates are not adjusted to current and macroeconomic information on macroeconomic factors because performance obligations are short-term in nature and the effect from adjustments is immaterial. 
The credit loss allowance for trade receivables is determined according to provision matrix presented in the table below. The provision matrix is based the number of days that an asset is past due. The amount of allowance at the yearend was evaluated as £Nil due to the complete repayment of Trade receivables after the yearend.
ole6f7a.png
 


Company

2023
2022
£
£


Receivables from related parties
2,752,528
3,000,000

Total financial assets other than cash and cash equivalents classified as loans and receivables
2,752,528
3,000,000

Total current portion
(2,752,528)
(3,000,000)

Page 57

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

18.


Trade and other payables



Group

2023
2022
£
£


Trade payables
5,646,557
5,528,413

Payables to related parties
43,759
-

Other payables
10,063,519
7,964,267

Accruals
1,552,698
1,270,537

Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
17,306,533
14,763,217

Other payables - tax and social security payments
184,147
32,272

Deferred income
606,768
991,973

Total trade and other payables
18,097,448
15,787,462

Less: current portion - trade payables
(5,646,557)
(5,417,845)

Less: current portion - payables to related parties
(43,759)
-

Less: current portion - other payables
(2,484,656)
(1,604,931)

Less: current portion - accruals
(1,552,698)
(1,270,537)

Less: current portion - deferred income
(87,707)
(259,725)

Total current portion
(9,815,377)
(8,553,038)

Total non-current position
8,282,071
7,234,424

Page 58

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

Company

2023
2022
£
£


Payables to related parties
240,000
231,822

Payables to participating interests
2,500
-

Other payables
3,487
3,487

Accruals
69,140
51,140

Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
315,127
286,449

Less: current portion - payables to related parties
(240,000)
(198,529)

Less: current portion - payables to participating interests
(2,500)
-

Less: current portion - accruals
(69,140)
(51,140)

Total current portion
(311,640)
(249,669)

Total non-current position
3,487
36,780

Page 59

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

19.


Loans and borrowings


Group

2023
2022
£
£

Non-current

Other loans
2,431,443
3,038,822

Bank loans - unsecured
786,319
891,399

3,217,762
3,930,221

Current

Overdrafts
1,011,845
778,658

Other loans
300,000
-

Bank loans - unsecured
140,863
141,045

Total loans and borrowings
4,670,470
4,849,924

During the year the company made capital repayments of £120,507 (2022: £57,254) towards Barclays Bank Plc Coronavirus Business Interruption Loan Scheme (CBILS) leaving an outstanding loan balance of £792,239 (2022: £912,746) at the year end.
During the year the Group made capital repayments of £Nil (2022: £Nil) towards U.S Small Business Administration loan leaving an outstanding loan balance of £134,942 (2022: £119,698) at the year end. 
The movement of the loans and borrowings is presented as follows:
ole36da.png

The carrying value of loans and borrowings classified as financial liabilities measured at amortised cost approximates fair value.


Page 60

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
20.


Share capital

Authorised

2023
2023
2022
2022
Number
£
Number
£

Shares treated as equity
Ordinary shares of £1.00 each

60

60

60
 
60
 
Preferred Shares shares of £1,000.00 each

3,000

3,000,000

3,000
 
3,000,000
 
3,060

3,000,060

3,060
 
3,000,060
 

Issued and fully paid


2023
2023
2022
2022
Number
£
Number
£

Ordinary shares of £1.00 each

At 1 March and 28 February
60

60

60
 
60
 

2023
2023
2022
2022
Number
£
Number
£

Preferred Shares shares of £1,000.00 each

At 1 March and 28 February
3,000

3,000,000

3,000
 
3,000,000
 


21.


Reserves


Foreign exchange reserve

Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income, and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.

Retained earnings

Retained earnings represents cumulative profits or losses, net of dividends paid and other adjustments.


22.


Non-controlling interests

2023
2022
£
£


Non-controlling interests arising on acquisition
(154,718)
95,067

Page 61

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

23.


Leases

The right-of-use assets relate predominately to office facilities occupied by the employees of the subsidiary companies who provide services to their customer base.
 
The Group does not consider that there would be any material impact on the business should extensions not be granted to the existing leases or if early termination was required by either the Group or the lessors
 
The internal borrowing rate used is the rate appertaining to the individual subsidiary companies who are the parties to the leases, the internal borrowing rate varies across the Group.
The movement of rent liability is presented as follows:
ole50cf.png


24.


Defined contribution schemes

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 £231,543 (2022: £93,554). Contributions totalling £78,392 (2022: £11,528) were payable to the fund at the reporting date and are included in creditors.



25.


Contingent liabilities

Some of group companies have entered into a cross-guarantee agreement with fellow group companies. Clapham Travel Management Limited, Gillingham Contract Management Limited and Grosvenor Travel Management Limited, guaranteeing any amounts owed to Barclays Bank plc by way of a fixed and floating charge over all property and undertakings of the company. As at 28 February 2023 the total amount owed to the bank was £785,238 (2022: £912,746).


26.


Financial instruments - fair values and risk management


26.1 Financial risk management objectives

The Group is exposed through its operations to the following financial risks: 

Page 62

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

26.Financial instruments - fair values and risk management (continued)


26.2 Market risk

Market risk arises from the Group's use of interest bearing, tradable and foreign currency financial instruments. It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk), foreign exchange rates (currency risk) or other market factors (other price risk). 
The VaR measure estimates the potential loss in pre-taxation profit over a given holding period for a specified confidence level. The VaR methodology is a statistically defined, probability-based approach that takes into account market volatilities as well as risk diversification by recognising offsetting positions and correlations between products and markets. Risks can be measured consistently across all markets and products, and risk measures can be aggregated to arrive at a single risk number. The one-day 99% VaR number used by the Group reflects the 99% probability that the daily loss will not exceed the reported VaR.
While VaR captures the Group's daily exposure to currency and interest rate risk, sensitivity an evaluates the impact of a reasonably possible change in interest or foreign currency rates over a year. The longer time frame of sensitivity analysis complements VaR and helps the Group to assess its market risk exposures. Details of sensitivity analysis for foreign currency risk are set out in note 26.3 below and for interest rate risk in note below.

Page 63

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

26.Financial instruments - fair values and risk management (continued)


26.3 Foreign currency risk management

Foreign exchange risk arises when individual Group entities enter into transactions denominated in a currency other than their functional currency. The Group's policy is, where possible, to allow group entities to settle liabilities denominated in their functional currency with the cash generated from their own operations in that currency. Where group entities have liabilities denominated in a currency other than their functional currency (and have insufficient reserves of that currency to settle them), cash already denominated in that currency will, where possible, be transferred from elsewhere within the Group.
The Group aims to fund expenses and investments in the respective currency and to manage foreign exchange risk at a local level by matching the currency in which revenue is generated and expenses are incurred. 


The Group undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.

The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:


Liabilities
Assets
2023
2023
£
£

ZAR
(4,186,985)
2,065,359

EUR
(2,832,201)
589,012

SAR
(1,606,745)
2,200,298

USD
(728,730)
1,141,496

AED
(233,216)
1,340,778

Other
(1,931,827)
2,274,863

(11,519,704)
9,611,806

Page 64

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

26.Financial instruments - fair values and risk management (continued)


26.3 Foreign currency risk management (continued)

Foreign currency sensitivity analysis
The following table details the Group's sensitivity to a 5% increase and decrease in the pound sterling against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. The sensitivity analysis includes external loans as well as loans to foreign operations within the Group where the denomination of the loan is in a currency other than the functional currency of the lender or the borrower. A positive number below indicates an increase in profit or equity where the pound sterling strengthens 5% against the relevant currency. For a 5% weakening of the pound sterling against the relevant currency, there would be a comparable impact on the profit or equity, and the balances below would be negative.
ole4421.png

Page 65

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

26.Financial instruments - fair values and risk management (continued)


26.4 Credit risk management

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally, to assess the credit risk of new customers before entering contracts. Such credit ratings are taken into account by local business practices.
The Group management has established a credit policy under which each new customer is analysed individually for creditworthiness before the Group's standard payment and delivery terms and conditions are offered. The Group's review includes external ratings, when available, and in some cases bank references. Purchase limits are established for each customer, which represents the maximum open amount without requiring approval from the Group management.
Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions.

26.5 Liquidity risk
Liquidity risk arises from the Group's management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements for a period of at least 45 days. The Group also seeks to reduce liquidity risk by fixing interest rates (and hence cash flows) on a portion of its long-term borrowings, this is further discussed in the 'interest rate risk' section above. The Board receives rolling 12-month cash flow projections on a monthly basis as well as information regarding cash balances and (as noted above) the value of the Group's investments in corporate bonds. At the end of the financial year, these projections indicated that the Group expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances and will not need to draw down on its agreed £700,000 overdraft facility.
The liquidity risk of each group entity is managed centrally by the group treasury function. Each operation has a facility with group treasury, the amount of the facility being based on budgets. The budgets are set locally and agreed by the board in advance, enabling the Group's cash requirements to be anticipated. Where facilities of group entities need to be increased, approval must be sought from the group finance director. Where the amount of the facility is above a certain level, agreement of the board is needed.

Page 66

 


 
CASPEAN INVESTMENTS LIMITED


 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

26.Financial instruments - fair values and risk management (continued)

Liquidity and interest risk tables

The following tables detail the Group's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The tables include both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Group may be required to pay.

Carrying amount
Total
1 - 3 months
3 - 12 months
1 - 2 years
2 - 5 years
More than 5 years
        £
        £
        £
        £
        £
        £
        £
28 February 2023









Bank overdraft

1,011,845

1,011,845

1,011,845

-

-

-

-

Unsecured bank loans

927,182

927,182

35,216

105,647

140,863

415,245

230,211

Unsecured related party loan

2,731,443

2,731,443

75,000

225,000

300,000

1,500,000

631,443

Finance lease liabilities

1,349,921

1,349,921

46,390

145,940

191,306

559,768

406,517

Trade payables

5,690,316

5,690,316

2,909,749

2,780,567

-

-

-

RHA

1,191,384

1,191,384

1,048,100

143,284

-

-

-

Other payables

1,234,267

1,234,267

470,222

352,255

411,790

-

-



14,136,358
14,136,358
5,596,522
3,752,693
1,043,959
2,475,013
1,268,171

Page 67

 


 
CASPEAN INVESTMENTS LIMITED


 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

26.Financial instruments - fair values and risk management (continued)


 Liquidity risk management (continued)

Carrying amount
Total
1 - 3 months
3 - 12 months
1 - 2 years
2 - 5 years
More than 5 years
        £
        £
        £
        £
        £
        £
        £
28 February 2022









Bank overdraft

778,658

778,658

778,658

-

-

-

-

Unsecured bank loans

1,032,444

1,032,444

34,871

106,174

143,228

429,684

318,487

Unsecured related party loan

3,038,822

3,038,822

-

-

250,000

1,250,000

1,538,822

Finance lease liabilities

1,574,526

1,574,526

54,326

162,980

1,357,220

-

-

Trade payables

5,528,413

5,528,413

5,141,424

276,421

110,568

-

-

RHA

573,234

573,234

229,294

143,309

114,647

85,984

-

Other payables

2,500,718

2,500,718

687,926

294,825

997,967

520,000

-



15,026,815
15,026,815
6,926,499
983,709
2,973,630
2,285,668
1,857,309

Page 68

 


 
CASPEAN INVESTMENTS LIMITED


 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

26.Financial instruments - fair values and risk management (continued)


 Liquidity risk management (continued)

The following table details the Group's expected maturity for its non-derivative financial assets. The table has been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets. The inclusion of information on non-derivative financial assets is necessary in order to understand the Group's liquidity risk management as the liquidity is managed on a net asset and liability basis. 

Carrying amount
Total
1 - 3 months
3 - 12 months
1 - 2 years
2 - 5 years
More than 5 years
        £
        £
        £
        £
        £
        £
        £
28 February 2023









Cash and cash equivalents

5,887,001

5,887,001

5,887,001

-

-

-

-

Trade receivables

5,429,192

5,429,192

3,318,538

2,110,654

-

-

-



11,316,193
11,316,193
9,205,539
2,110,654
-
-
-

Carrying amount
Total
1 - 3 months
3 - 12 months
1 - 2 years
2 - 5 years
More than 5 years
        £
        £
        £
        £
        £
        £
        £
28 February 2022









Cash and cash equivalents

4,527,574

4,527,574

4,527,574

-

-

-

-

Trade receivables

3,223,036

3,223,036

2,900,732

225,613

96,691

-

-

Other receivables

505,188

505,188

341,670

101,038

62,480

-

-



8,255,798
8,255,798
7,769,976
326,651
159,171
-
-

Page 69

 
CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

27.


Related party transactions

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.

Details of transactions between the Company and its related parties are disclosed below.

At the year end the following related party balances were outstanding;
Wings Travel Management Limited was owed  £-Nil by Wings Travel Egypt L.L.C. (2022: £1,210).
Wings Corporate Travel Inc (USA) was owed £-Nil (2022: £3,038) by Wings Travel Egypt L.L.C.
WCT Lda (Angola) owed £-Nil to Wings Travel Egypt L.L.C (2022: £3,868).
Wings Travel Management (Cyprus) Limited owed £-Nil (2022: £163,298) to Business Travel Group Inc (BVI).
Wings Holdings Limited owed £-Nil to Business Travel Group Inc (BVI) (2022: £2,430,181).
Wings Corporate Travel LLC (Dubai) owed £2,731,443 to Business Travel Group Inc (BVI)  (2022: £113,830) and was owed £-Nil by Wings Travel Egypt L.L.C. (2022: £200,649).
Wings Travel Management (Pty) (South Africa) was owed £-Nil by Business Travel Group Inc (BVI) (2022: £10,173), £-Nil by Wings Travel Egypt L.L.C. (2022: £32,341).
Wings Travel Management LLC (Saudi Arabia) owed £-Nil to Wings Travel Egypt L.L.C. (2022: £918).


28.

Notes supporting statement of cash flows

Group


2023
2022
£
£


Cash at bank available on demand
5,887,001
4,527,574

Cash and cash equivalents in the statement of financial position

5,887,001
4,527,574


Bank overdrafts used for cash management purposes
(1,011,845)
(778,658)

Cash and cash equivalents in the statement of cash flows
4,875,156
3,748,916


29.


Capital management

The Group is not subject to any externally imposed capital requirements.



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CASPEAN INVESTMENTS LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

29.Capital management (continued)

The gearing ratios at 28 February 2023 and 28 February 2022 were as follows:

2023
2022
£
£


Cash and cash equivalents 
(4,875,156)
(3,748,916)

Net debt
(4,875,156)
(3,748,916)


Capital and reserves
(1,114,540)
(2,219,851)

Total equity
(1,114,540)
(2,219,851)

Net debt to total equity ratio
437% 
169% 


30.

Events after the reporting date


Group

The directors have concluded that no other material events have occurred since the date of approval of these financial statements that would affect the financial statements of the Group.

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