Registered number: 10795306
CASPEAN INVESTMENTS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
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CASPEAN INVESTMENTS LIMITED
COMPANY INFORMATION
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S Dunn (appointed 12 October 2023)
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Chartered Accountants & Statutory Auditor
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CASPEAN INVESTMENTS LIMITED
CONTENTS
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Independent auditor's report
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Consolidated statement of profit or loss and other comprehensive income
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Consolidated statement of financial position
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Company statement of financial position
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Consolidated statement of changes in equity
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Company statement of changes in equity
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Consolidated statement of cash flows
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Company statement of cash flows
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Notes to the consolidated financial statements
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Company detailed profit and loss account and summaries
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CASPEAN INVESTMENTS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2023
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.
Total Transactional Value (TTV)
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Exceptional Restructure Costs
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Cash and Cash Equivalents
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CASPEAN INVESTMENTS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
2. Wings Strategy and Business Model
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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.
∙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.
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CASPEAN INVESTMENTS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
Strategic Execution & Business operating model
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∙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
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∙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.
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CASPEAN INVESTMENTS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
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.
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CASPEAN INVESTMENTS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
Top Strategic & Execution Risk Factors
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Increases in the cost of credit
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∙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.
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Failure to generate additional scale economies
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∙Scale is essential to competitive pricing and profitability.
∙Wing’s priority to is deliver outstanding service to ensure optimum client retention.
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Rapidly changing technology impacting travel programs for clients
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∙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.
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CASPEAN INVESTMENTS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
Failure to generate additional scale economies, the company
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∙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.
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∙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.
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Sustainability & Environment
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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.
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.
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CASPEAN INVESTMENTS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
•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.
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Operating Profit / (Loss)
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Less IFRS 16 Lease Amortization
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Add back Exceptional Restructure
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Adjusted EBITDA - Pre restructure and right of use costs
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Liquidity, Financing and Working Capital
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•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.
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CASPEAN INVESTMENTS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
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Cash and Cash Equivalents
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Adjusted Current Liabilities
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Adjusted Net Current Assets
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Add back IFR16 Current Leases
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Adjusted Current Liabilities
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Adjusted Net Current Assets
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Customer & Growth Performance
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•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.
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Total Transactional Value
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CASPEAN INVESTMENTS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
•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
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•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.
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Gross Profit % of Total Transactional Value
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Operating Efficiency Performance
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•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
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•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.
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CASPEAN INVESTMENTS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
•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.
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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
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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.
The Group and Company's principal activity is the provision of corporate travel related services specialising in the marine, oil and gas industry.
The profit for the year, after taxation and minority interests, amounted to £1,564,893 (2022 - loss £1,345,118).
The directors who served during the year were:
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CASPEAN INVESTMENTS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
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
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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.
The auditor, Xeinadin Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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CASPEAN INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CASPEAN INVESTMENTS LIMITED
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 income, the Consolidated statement of financial position, the Company Statement of financial position, the Consolidated statement of cash flows, the Company Statement of cash flows, the Consolidated statement of changes in equity, the Company Statement of changes in equity and the related notes, including a summary of significant accounting policies 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 Kingdom; and
∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
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
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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.
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CASPEAN INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CASPEAN INVESTMENTS LIMITED (CONTINUED)
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 report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
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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.
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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
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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
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CASPEAN INVESTMENTS LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 FEBRUARY 2023
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Total Transactional Value 209,767,662 83,156,025
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Profit/(loss) from operations
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Profit/(loss) for the year
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Other comprehensive income:
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Items that will or may be reclassified to profit or loss:
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Exchange gains arising on translation on foreign operations
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Other comprehensive income for the year, net of tax
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Total comprehensive income
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Profit/(loss) for the year attributable to:
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Non-controlling interests
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CASPEAN INVESTMENTS LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
Total comprehensive income attributable to:
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Non-controlling interests
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The notes on pages 30 to 71 form part of these financial statements.
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CASPEAN INVESTMENTS LIMITED
REGISTERED NUMBER: 10795306
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 28 FEBRUARY 2023
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Property, plant and equipment
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Other non-current investments
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Trade and other receivables
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Trade and other receivables
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Cash and cash equivalents
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Trade and other liabilities
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Trade and other liabilities
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CASPEAN INVESTMENTS LIMITED
REGISTERED NUMBER: 10795306
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 28 FEBRUARY 2023
Issued capital and reserves attributable to owners of the parent
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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:
The notes on pages 30 to 71 form part of these financial statements.
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CASPEAN INVESTMENTS LIMITED
REGISTERED NUMBER: 10795306
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 28 FEBRUARY 2023
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Other non-current investments
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Trade and other receivables
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Trade and other liabilities
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Trade and other liabilities
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CASPEAN INVESTMENTS LIMITED
REGISTERED NUMBER: 10795306
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 28 FEBRUARY 2023
Issued capital and reserves attributable to owners of the parent
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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:
The notes on pages 30 to 71 form part of these financial statements.
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CASPEAN INVESTMENTS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2023
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Total attributable to equity holders of parent
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Comprehensive income for the year
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Foreign exchange and other movements
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Total contributions by and distributions to owners
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Comprehensive income for the year
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Foreign exchange and other movements
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Total contributions by and distributions to owners
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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.
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CASPEAN INVESTMENTS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2023
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Total contributions by and distributions to owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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The notes on pages 30 to 71 form part of these financial statements.
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CASPEAN INVESTMENTS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 28 FEBRUARY 2023
Cash flows from operating activities
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Profit/(loss) for the year
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Depreciation of tangible assets
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Amortisation of intangible fixed assets
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Impairment of other investments
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Net foreign exchange gain
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Movements in working capital:
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Decrease/(increase) in trade and other receivables
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Increase/(decrease) in trade and other payables
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Cash generated from operations
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Net cash from operating activities
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Cash flows from investing activities
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Purchases of property, plant and equipment
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Net cash used in investing activities
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Cash flows from financing activities
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Proceeds from other loans
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Proceeds from bank borrowings
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Repayment of bank borrowings
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Net cash used in financing activities
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Net increase/(decrease) in cash and cash equivalents
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CASPEAN INVESTMENTS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
Cash and cash equivalents at the beginning of year
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Cash and cash equivalents at the end of the year
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The notes on pages 30 to 71 form part of these financial statements.
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CASPEAN INVESTMENTS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 28 FEBRUARY 2023
Cash flows from operating activities
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Amortisation of intangible fixed assets
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Share-based payment expense
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Movements in working capital:
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(Increase) / decrease in trade and other receivables
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Increase in trade and other payables
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Cash flows from investing activities
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Cash flows from financing activities
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Cash and cash equivalents at the end of the year
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The notes on pages 30 to 71 form part of these financial statements.
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CASPEAN INVESTMENTS LIMITED
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
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Functional and presentation currency
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Accounting estimates and judgments
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Employee benefit expenses
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Finance income and expense
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Property, plant and equipment
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Other non-current investments
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Trade and other receivables
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Non-controlling interests
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Defined contribution schemes
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Financial instruments - fair values and risk management
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Related party transactions
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Notes supporting statement of cash flows
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Events after the reporting date
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CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
1.Accounting policies
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.
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CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
1.Accounting policies (continued)
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Basis of consolidation (continued)
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Changes in the Group's ownership interests in existing subsidiaries
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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:
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CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
1.Accounting policies (continued)
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Basis of consolidation (continued)
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Sections 479A and 479C subsidiary companies audit exemption: parent undertaking declaration of guarantee
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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.
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CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
1.Accounting policies (continued)
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.
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.
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.
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CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
1.Accounting policies (continued)
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Investments in associates and joint ventures
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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.
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CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
1.Accounting policies (continued)
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Investments in associates and joint ventures (continued)
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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.
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.
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.
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.
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CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
1.Accounting policies (continued)
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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.
Income tax expense represents the sum of the tax currently payable and deferred tax.
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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.
|
|
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:
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Long-term leasehold property
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Other property, plant and equipment
|
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|
CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
1.Accounting policies (continued)
|
(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.
|
CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
1.Accounting policies (continued)
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.
Interest-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
|
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.
|
|
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.
|
CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
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.
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.
The financial statements have been prepared on the historical cost basis.
|
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.
|
CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
|
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.
|
|
|
The following is an analysis of the Group's revenue for the year from continuing operations:
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Analysis of revenue by country of destination:
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|
CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
|
|
|
During the year, the Group obtained the following services from the Company's auditor and its associates:
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Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements
|
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Fees payable to the Company's auditor and its associates in respect of:
|
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The auditing of accounts of associates of the Group
|
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All non-audit services not included above
|
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In the current year expectional items relate to Covid restructures and intercompany write off. In the prior year expectional items related to restructing cost.
|
CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
|
Employee benefit expenses
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Employee benefit expenses (including directors) comprise:
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Defined contribution pension cost
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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:
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The highest paid director received remuneration of £206,004 (2022: disclosure not required).
|
|
CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
|
Finance income and expense
|
|
Recognised in profit or loss
|
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Total interest income arising from financial assets measured at amortised cost or FVOCI
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Interest on lease liabilities
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Net finance expense recognised in profit or loss
|
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CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
|
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13.1 Income tax recognised in profit or loss
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Current tax on profits for the year
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Origination and reversal of timing differences
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Tax expense excluding tax on sale of discontinued operation and share of tax of equity accounted associates and joint ventures
|
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|
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:
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Profit/(loss) for the year
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Income tax expense (including income tax on associate, joint venture and discontinued operations)
|
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Profit/(loss) before income taxes
|
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Tax using the Company's domestic tax rate of 19% (2022:19%)
|
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Effect of intercompany eliminations
|
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Effect of tax rates in foreign jurisdictions
|
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Expenses not deductible for tax purposes
|
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Capital allowances for the year in excess of depreciation
|
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Loss carried back / forward
|
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Utilisation of tax losses
|
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Recalculation of tax due to increase/(decrease) in the tax charge
|
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Adjustments due to prior periods
|
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Deffered tax not recognised
|
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Other permanent differences
|
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Remeasurement of deferred tax due to changes in tax rates
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Other temporary differences
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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%.
|
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
|
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Corporation tax repayable
|
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13.3 Deferred tax balances
|
|
The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated statement of financial position:
|
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|
CASPEAN INVESTMENTS LIMITED
|
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
|
|
Property, plant and equipment
|
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Long-term leasehold property
|
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Other property, plant and equipment
|
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Transfers between classes
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Foreign exchange movements
|
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|
Foreign exchange movements
|
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|
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
|
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|
|
Other property, plant and equipment
|
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|
|
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|
|
Accumulated depreciation and impairment
|
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|
|
|
|
|
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|
|
Charge owned for the year
|
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|
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|
|
Acquired through business combinations
|
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Transfers between classes
|
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|
Charge owned for the year
|
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|
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.
|
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|
|
|
|
CASPEAN INVESTMENTS LIMITED
|
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
|
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Foreign exchange movement
|
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|
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|
|
Impairment reclassification
|
|
|
|
|
|
|
Foreign exchange movement
|
|
|
|
|
|
|
|
|
|
|
|
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|
CASPEAN INVESTMENTS LIMITED
|
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
|
15.Intangible assets (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortisation and impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year - owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquired through business combinations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange movement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year - owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment reclassification
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange movement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASPEAN INVESTMENTS LIMITED
|
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
|
15.Intangible assets (continued)
|
CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
|
|
Other non-current investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
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:
* The interest in this company is held indirectly via the shareholding in other subsidiaries
|
|
CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
|
|
Trade and other receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables from related parties
|
|
|
|
|
|
|
|
Total financial assets other than cash and cash equivalents classified as loans and receivables
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
Total trade and other receivables
|
|
|
|
Less: current portion - trade receivables
|
|
|
|
Less: current portion - prepayments and accrued income
|
|
|
|
Less: current portion - other receivables
|
|
|
|
Less: current portion - receivables from related parties
|
|
|
|
Less: current portion - taxation recoverable
|
|
|
|
|
|
|
|
Total non-current portion
|
|
|
|
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.
|
|
|
|
|
|
Receivables from related parties
|
|
|
|
Total financial assets other than cash and cash equivalents classified as loans and receivables
|
|
|
|
|
|
|
|
CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
|
|
|
|
|
|
|
|
|
Payables to related parties
|
|
|
|
|
|
|
|
|
|
|
|
Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
|
|
|
|
Other payables - tax and social security payments
|
|
|
|
|
|
|
|
Total trade and other payables
|
|
|
|
Less: current portion - trade payables
|
|
|
|
Less: current portion - payables to related parties
|
|
|
|
Less: current portion - other payables
|
|
|
|
Less: current portion - accruals
|
|
|
|
Less: current portion - deferred income
|
|
|
|
|
|
|
|
Total non-current position
|
|
|
|
CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
|
|
|
|
|
Payables to related parties
|
|
|
|
Payables to participating interests
|
|
|
|
|
|
|
|
|
|
|
|
Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
|
|
|
|
Less: current portion - payables to related parties
|
|
|
|
Less: current portion - payables to participating interests
|
|
|
|
Less: current portion - accruals
|
|
|
|
|
|
|
|
Total non-current position
|
|
|
|
CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and borrowings
|
|
|
|
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:
|
The carrying value of loans and borrowings classified as financial liabilities measured at amortised cost approximates fair value.
|
CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
|
|
|
|
|
|
|
Ordinary shares of £1.00 each
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Preferred Shares shares of £1,000.00 each
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Ordinary shares of £1.00 each
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At 1 March and 28 February
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Preferred Shares shares of £1,000.00 each
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At 1 March and 28 February
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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.
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Non-controlling interests
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Non-controlling interests arising on acquisition
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CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
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:
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Defined contribution schemes
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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.
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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).
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Financial instruments - fair values and risk management
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26.1 Financial risk management objectives
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The Group is exposed through its operations to the following financial risks:
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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)
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.
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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)
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26.3 Foreign currency risk management
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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.
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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:
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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)
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26.3 Foreign currency risk management (continued)
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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.
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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)
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26.4 Credit risk management
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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.
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CASPEAN INVESTMENTS LIMITED
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
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26.Financial instruments - fair values and risk management (continued)
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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.
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Unsecured related party loan
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Finance lease liabilities
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CASPEAN INVESTMENTS LIMITED
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
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26.Financial instruments - fair values and risk management (continued)
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Liquidity risk management (continued)
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Unsecured related party loan
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Finance lease liabilities
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CASPEAN INVESTMENTS LIMITED
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
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26.Financial instruments - fair values and risk management (continued)
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Liquidity risk management (continued)
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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.
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Cash and cash equivalents
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Cash and cash equivalents
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CASPEAN INVESTMENTS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
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Related party transactions
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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).
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Notes supporting statement of cash flows
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Cash at bank available on demand
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Cash and cash equivalents in the statement of financial position
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Bank overdrafts used for cash management purposes
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Cash and cash equivalents in the statement of cash flows
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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)
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The gearing ratios at 28 February 2023 and 28 February 2022 were as follows:
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Cash and cash equivalents
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Net debt to total equity ratio
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Events after the reporting date
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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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