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Registered number: 10920772


VOYAGER TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

 
VOYAGER TOPCO LIMITED
 
 
COMPANY INFORMATION


Directors
P M Bryant 
N S English 
N W K Stout 
R C A Caston 
A G Larsen 




Registered number
10920772



Registered office
6-7 Lovers Walk
Brighton

England

BN1 6AH




Independent auditors
Xeinadin Audit Limited
Chartered Accountants & Stuatutory Auditor

Becket House

36 Old Jewry

London

EC2R 8DD





 
VOYAGER TOPCO LIMITED
 

CONTENTS



Page
Group strategic report
1 - 3
Directors' report
4 - 5
Independent auditors' report
6 - 9
Consolidated income statement
10
Consolidated statement of comprehensive income
11
Consolidated statement of financial position
12 - 13
Company statement of financial position
14 - 15
Consolidated statement of changes in equity
16
Company statement of changes in equity
17
Consolidated Statement of cash flows
18 - 19
Notes to the financial statements
20 - 45


 
VOYAGER TOPCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023

Introduction and business review
 
In 2023, marking the first full year of trading post the Covid-19 crisis, Group turnover surged by 70% year-on-year, increasing from £9.4 million to £16 million, while gross profit saw a substantial rise from £2,288,352 to £3,826,262, surpassing budget expectations.
Nevertheless, gross margins came under pressure due to the cost of living crises and supply chain hurdles,
notably in the coaching industry. Despite these obstacles, the Group managed to uphold a gross margin of 24%.
Future developments
In 2024, the Directors anticipate further turnover growth, supported by a robust confirmed sales pipeline,
alongside a promising improvement in gross margin. Forecasts reflect net profit will surpass previous levels, with a notable decrease in exceptional costs.
Furthermore, the Directors aim to foster organic growth by increasing bed capacity within existing residential
centres and potentially adding new centres in the near future.

Page 1

 
VOYAGER TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023

Principal risks and uncertainties
 
Economic environment
The economic outlook is improving as the cost of living crisis begins to ease. However, whilst the Group is reliant on discretionary consumer spending to drive demand for its educational trips, economic downturns have
historically resulted in smaller group sizes, rather than fewer trips and demand for our centres has traditionally
been extremely resilient, thanks to their core client base being independent schools. Nevertheless, we remain
focused on delivering high levels of customer service and exceptional value for money.
Competition
Competition in the educational travel market is historically intense and we mitigate this threat by focusing on the educational benefits of our trips, providing excellent customer service and competitive pricing.
Financial risk
The Group’s principal financial instruments are bank balances, trade and other creditors, trade debtors and other debtors. The main purpose of these financial instruments is to maintain funds for the company’s operations.
Financing risk
The company is partly funded through loan notes. The Group has interest bearing liabilities on these loan notes, which attract interest at a fixed rate and rolled up bi-annually.
Exchange rate risk
The Group faces transactional exposure primarily relating to the cost of acquiring accommodation and operating our centres. The main exposure to exchange rate fluctuations is in relation to the Euro/Sterling exchange rates.
This risk is managed by entering into forward contracts, maintaining appropriate levels of currency reserves to
match our forward booking profile and adjusting our pricing accordingly.
Cash flow risk
The directors have prepared a cash flow forecast for a 12-month period from the date of approval of the financial statements. The forecast assumes revenues growing in 2024. The outcome of the downside scenario indicates that the Group will continue to have adequate financial resources to meet their liabilities as they fall due for that period.

Financial key performance indicators
 
The performance indicators are considered to be: 

 Year to 31 October 2023
 Year to 31 October 2022
        £
        £

Turnover

£16,025,549

 £9,420,736

Gross profit margin

24%

24%

Sales growth

70%

629%

Full regulatory compliance (ABTA, ABTOT & ATOL)

Yes

Yes


Page 2

 
VOYAGER TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023

Other key performance indicators
 
Customer satisfaction and employee retention are important non-financial key performance indicators,
performance against which was considered satisfactory for the year.


This report was approved by the board on 27 September 2024 and signed on its behalf.



................................................
A G Larsen
Director

Page 3

 
VOYAGER TOPCO LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023

The directors present their report and the financial statements for the year ended 31 October 2023.

Directors' responsibilities statement

The directors are responsible for preparing the group strategic report, the directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £405,016 (2022 - loss £1,889,378).

Directors

The directors who served during the year were:

P M Bryant 
N S English 
N W K Stout 
R C A Caston 
A G Larsen 

Future developments

Refer to strategic report on page 1 and 2.

Page 4

 
VOYAGER TOPCO LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023

Disclosure of information to auditors

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's auditors are
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's auditors are aware of that
information.

Post balance sheet events

There have been no significant events affecting the group since the year end.

Auditors

The auditorsXeinadin Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





................................................
A G Larsen
Director

Date: 27 September 2024

Page 5

 
VOYAGER TOPCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VOYAGER TOPCO LIMITED
 

Opinion


We have audited the financial statements of Voyager Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2023, which comprise the group income statement, the group statement of comprehensive income, the group and company statements of financial position, the group statement of cash flows, the group and company Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the group's and of the parent company's affairs as at 31 October 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 6

 
VOYAGER TOPCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VOYAGER TOPCO LIMITED (CONTINUED)

Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


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 set out on page 4, 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.


Page 7

 
VOYAGER TOPCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VOYAGER TOPCO LIMITED (CONTINUED)

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
 
Enquiry of management and those charged with governance around actual and potential litigation and claims;
Reviewing minutes of meetings of those charged with governance;
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations such as tax legislation and the Companies Act 2006.

The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Company is subject to laws and regulations that directly affect the financial statements including  financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Company is subject to many other laws and regulations where the consequence of noncompliance could have a material effect on amounts or disclosures in the financial statements, for instance the imposition of fines or litigation or the loss of the Company’s license to operate. We identified the following areas as those most likely to have such an effect: health and safety including data protection laws, anti-bribery, money laundering, employment law and ATOL, ABTA and ABTOT compliance recognising the nature of the Company’s activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greaer 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 auditors' report.


Page 8

 
VOYAGER TOPCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VOYAGER TOPCO LIMITED (CONTINUED)

Use of our report
 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Yasin Khandwalla (Senior statutory auditor)
  
for and on behalf of
Xeinadin Audit Limited
 
Chartered Accountants
Stuatutory Auditor
  
Becket House
36 Old Jewry
London
EC2R 8DD

27 September 2024
Page 9

 
VOYAGER TOPCO LIMITED
 
 
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
16,025,549
9,420,736

Cost of sales
  
(12,199,287)
(7,132,384)

Gross profit
  
3,826,262
2,288,352

Administrative expenses
  
(3,755,926)
(3,051,855)

Other operating income
 5 
14,027
51,583

Operating profit/(loss)
 6 
84,363
(711,920)

Interest receivable and similar income
 10 
38,848
131

Interest payable and similar expenses
 11 
(1,146,204)
(1,149,111)

Loss before tax
  
(1,022,993)
(1,860,900)

Tax on loss
 12 
617,977
(28,478)

Loss for the financial year
  
(405,016)
(1,889,378)

Loss for the year attributable to:
  

Owners of the parent
  
(405,016)
(1,889,378)

  
(405,016)
(1,889,378)

The notes on pages 20 to 45 form part of these financial statements.

Page 10

 
VOYAGER TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 OCTOBER 2023

2023
2022
Note
£
£


Loss for the financial year

  

(405,016)
(1,889,378)

Other comprehensive income
  

Total comprehensive income for the year
  
(405,016)
(1,889,378)

(Loss) for the year attributable to:
  


Owners of the parent Company
  
(405,016)
(1,889,378)

  
(405,016)
(1,889,378)

Total comprehensive income attributable to:
  


Owners of the parent Company
  
(405,016)
(1,889,378)

  
(405,016)
(1,889,378)

The notes on pages 20 to 45 form part of these financial statements.

Page 11

 
VOYAGER TOPCO LIMITED
REGISTERED NUMBER:10920772

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 14 
2,462,070
2,835,216

Tangible assets
 15 
2,910,623
2,238,254

  
5,372,693
5,073,470

Current assets
  

Stocks
 17 
-
13,650

Debtors: amounts falling due within one year
 18 
2,855,325
1,798,871

Cash at bank and in hand
 19 
2,394,613
2,433,434

  
5,249,938
4,245,955

Creditors: amounts falling due within one year
 20 
(5,587,879)
(4,853,335)

Net current liabilities
  
 
 
(337,941)
 
 
(607,380)

Total assets less current liabilities
  
5,034,752
4,466,090

Creditors: amounts falling due after more than one year
 21 
(14,990,259)
(14,016,581)

Provisions for liabilities
  

Net assets excluding pension asset
  
(9,955,507)
(9,550,491)

Net liabilities
  
(9,955,507)
(9,550,491)


Capital and reserves
  

Called up share capital 
 24 
3,178
3,178

Share premium account
 25 
229,322
229,322

Revaluation reserve
 25 
322,201
322,201

Profit and loss account
 25 
(10,510,208)
(10,105,192)

Equity attributable to owners of the parent Company
  
(9,955,507)
(9,550,491)

  
(9,955,507)
(9,550,491)


Page 12

 
VOYAGER TOPCO LIMITED
REGISTERED NUMBER:10920772
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 OCTOBER 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 September 2024.




................................................
A G Larsen
Director

The notes on pages 20 to 45 form part of these financial statements.

Page 13

 
VOYAGER TOPCO LIMITED
REGISTERED NUMBER:10920772

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 16 
1
1

  
1
1

Current assets
  

Debtors: amounts falling due within one year
 18 
3,106,489
3,002,907

  
3,106,489
3,002,907

Creditors: amounts falling due within one year
  
(5,000)
(5,000)

Net current assets
  
 
 
3,101,489
 
 
2,997,907

Total assets less current liabilities
  
3,101,490
2,997,908

  

Creditors: amounts falling due after more than one year
  
(4,778,010)
(4,378,126)

  

Net assets excluding pension asset
  
(1,676,520)
(1,380,218)

Net liabilities
  
(1,676,520)
(1,380,218)


Capital and reserves
  

Called up share capital 
 24 
3,178
3,178

Share premium account
 25 
229,322
229,322

Profit and loss account brought forward
  
(1,612,718)
(1,242,025)

Loss for the year
  
(296,302)
(370,693)

Profit and loss account carried forward
  
(1,909,020)
(1,612,718)

  
(1,676,520)
(1,380,218)


Page 14

 
VOYAGER TOPCO LIMITED
REGISTERED NUMBER:10920772
    
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 OCTOBER 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 September 2024.


................................................
A G Larsen
Director

The notes on pages 20 to 45 form part of these financial statements.

Page 15

 
VOYAGER TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2023


Called up share capital
Share premium account
Revaluation reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 November 2021
3,178
229,322
-
(7,893,613)
(7,661,113)



Loss for the year

-
-
-
(1,889,378)
(1,889,378)

Transfer to/from profit and loss account
-
-
322,201
(322,201)
-



At 1 November 2022
3,178
229,322
322,201
(10,105,192)
(9,550,491)



Loss for the year
-
-
-
(405,016)
(405,016)


At 31 October 2023
3,178
229,322
322,201
(10,510,208)
(9,955,507)


The notes on pages 20 to 45 form part of these financial statements.

Page 16

 
VOYAGER TOPCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 November 2021
3,178
229,322
(1,242,025)
(1,009,525)



Loss for the year
-
-
(370,693)
(370,693)



At 1 November 2022
3,178
229,322
(1,612,718)
(1,380,218)



Loss for the year
-
-
(296,302)
(296,302)


At 31 October 2023
3,178
229,322
(1,909,020)
(1,676,520)


The notes on pages 20 to 45 form part of these financial statements.

Page 17

 
VOYAGER TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 OCTOBER 2023


 

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(405,016)
(1,889,378)

Adjustments for:

Amortisation of intangible assets
599,852
583,024

Depreciation of tangible assets
345,573
305,404

Loss on disposal of tangible assets
337
(22,901)

Interest paid
1,146,204
1,149,111

Interest received
(38,848)
(131)

Taxation charge
(617,977)
28,478

Decrease in stocks
13,650
10,248

(Increase) in debtors
(442,515)
(149,112)

Increase in creditors
708,783
892,242

Corporation tax received
10,119
149,128

Net cash generated from operating activities

1,320,162
1,056,113


Cash flows from investing activities

Purchase of intangible fixed assets
(226,706)
(56,828)

Purchase of tangible fixed assets
(1,028,888)
(173,624)

Sale of tangible fixed assets
14,099
47,999

Interest received
38,848
131

HP interest paid
(26,504)
(14,889)

Net cash from investing activities

(1,229,151)
(197,211)

Cash flows from financing activities

Repayment of loans
(333,333)
(166,667)

Other new loans
1,035,391
1,953,219

Repayment of/new finance leases
287,810
(167,606)

Interest paid
(1,119,700)
(1,134,222)

Net cash used in financing activities
(129,832)
484,724

Net (decrease)/increase in cash and cash equivalents
(38,821)
1,343,626

Cash and cash equivalents at beginning of year
2,433,434
1,089,808

Cash and cash equivalents at the end of year
2,394,613
2,433,434

Page 18

 
VOYAGER TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023


2023
2022

£
£


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,394,613
2,433,434

2,394,613
2,433,434


The notes on pages 20 to 45 form part of these financial statements.

Page 19

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

1.


General information

Voyager Topco Limited ("the company") is a private company limited by shares and is registered and incorporated in England and Wales. The registered office is 6-7 Lovers Walk, Brighton, East Sussex, England, BN1 6AH.
The group consists of Voyager Topco Limited and all of its subsidiaries.
The company's and the group's principal activities and nature of its operations are disclosed in the directors' Report. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Income statement in these financial statements.

  
2.2

Basis of consolidation

The consolidated financial statements incorporate those of Voyager Topco Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.
All financial statements are made up to 31 October 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.
Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates. In the group financial statements, associates are accounted for using the equity method.

Page 20

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

The company is deprendant on the financial performance of its subsidiary undertakings to service its debt and group FY23 results exceeded original forecasts and current projections, based on budgets prepared by the directors for a period of 12 month from the balance sheet date, bode well for an even stronger performance in FY24.
Based on the above, the directors are confident that the group will have adequate resources to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statement and have prepared the financial statements on a going concern basis.

 
2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated income statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 21

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Revenue is recognised at the fair value of the consideration received or receivable as a tour operator.
Revenue is recognised on the date of departure. Hotel revenue is recognised on the date the booking becomes non-cancellable. Income from cancellations is recognised where the company is entitled to the revenue under the terms and conditions of the booking.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

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

 
2.10

Pensions

Defined contribution pension plan
The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the group in independently administered funds.

Page 22

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company and the group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 23

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated income statement over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Development expenditure is capitalised when there is a clearly defined project, the related expenditure is separately identifiable and the outcome of the project has been assessed with reasonable certainty as to its technical, commercial and financial feasibility. In the absence of such criteria, development costs are expensed. Development costs are amortised over their expected useful lives of five years from the project release date.

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following bases:.

Depreciation is provided on the following basis:

Freehold property
-
2%
on cost
Long-term leasehold property
-
Leasehold improvements
-
10%
on cost
Plant and machinery
-
25%
and 15% on reducing balance
Motor vehicles
-
25%
on reducing balance and 20% straight line
Fixtures and fittings
-
25%
on reducing balance
Computer equipment
-
25%
on cost

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 24

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

 
2.14

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

 
2.15

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the consolidated income statement for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

  
2.17

Stocks

Stocks comprise brochures held for distribution at no or nominal consideration and are measured at the lower of replacement cost and cost adjusted where applicable for any loss of service potential.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 25

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

 
2.18

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.19

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.

 
2.20

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.21

Financial instruments

The group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in non-derivative instruments that are equity to the issuer are measured:
at fair value with changes recognised in the consolidated income statement if the shares are publicly traded or their fair value can otherwise be measured reliably;
at cost less impairment for all other investments.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the consolidated income statement.

Page 26

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical accounting estimates and judgements in applying the company's accounting policies
The following estimates and judgements have had the most significant effect on amounts recognised in the financial statements:
Valuation of property
The key accounting estimate in preparing these financial statements relates to the carrying value of the property which is stated at fair value. The group has used external valuers, at intervals, and also considers current market conditions as a basis for determining the directors' estimation of the fair value of the property. However, the valuation of the group's property is inherently subjective, as it is made on the basis of valuation assumptions which may in future not prove to be accurate.
In addition, the deferred tax liabilities recognised in respect of the fair value gains on the property are assessed on the basis of assumptions regarding the future, the likelihood that assets will be realised and liabilities will be settled, and estimates as to the timing of those future events and as to the future tax rates that will be applicable.
Goodwill
Management consider that there are no indicators of impairment based on the preparation of a discounted cashflow model which relies on the assumptions noted in the going concern accounting policy. Therefore no impairment losses are required to be recognised against the value of the group's goodwill at the reporting date.

Page 27

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Licensable turnover
2,647,340
1,137,599

Non-licensable turnover
11,367,508
6,746,394

Unbonded Class Tours France
2,010,701
1,536,743

16,025,549
9,420,736


2023
2022
£
£

United Kingdom and France
16,025,549
9,420,736

16,025,549
9,420,736


All turnover arose within the United Kingdom and France.


5.


Other operating income

2023
2022
£
£

Net rents receivable
7,887
31,161

Sundry income
10,576
20,422

Loss on disposal of tangible assets
(4,436)
-

14,027
51,583



6.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

2023
2022
£
£

Exchange differences
12,983
15,130

Other operating lease rentals
180,593
161,863

Depreciation of tangible fixed assets held under finance leases
111,949
95,191

Amortisation of intangible assets
599,852
583,024

Page 28

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
34,500
30,000

Non-audit fees
13,500
12,000


8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
3,244,259
2,364,787
-
-

Social security costs
281,036
242,305
-
-

Cost of defined contribution scheme
48,368
35,024
-
-

3,573,663
2,642,116
-
-


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Directors
5
5
5
5



UK Sales and administration
73
60
-
-



French operations
67
38
-
-

145
103
5
5

Page 29

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
272,595
311,742

Group contributions to defined contribution pension schemes
3,963
3,962

276,558
315,704


During the year retirement benefits were accruing to 3 directors (2022 - 3) in respect of defined contribution pension schemes.


10.


Interest receivable

2023
2022
£
£


Bank interest
38,848
131

38,848
131


11.


Interest payable and similar expenses

2023
2022
£
£


Bank and loan interest payable
82,605
58,620

Other loan interest payable
1,035,390
1,075,328

Finance leases and hire purchase contracts
26,504
14,889

Other interest payable
1,705
274

1,146,204
1,149,111

Page 30

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

12.


Taxation


2023
2022
£
£

Corporation tax


Adjustments in respect of previous periods
(10,119)
6,081


(10,119)
6,081


Total current tax
(10,119)
6,081

Deferred tax


Origination and reversal of timing differences
(607,858)
22,397

Total deferred tax
(607,858)
22,397


Taxation on (loss)/profit on ordinary activities
(617,977)
28,478

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 22.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(1,022,993)
(1,860,900)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 22.52% (2022 - 19%)
(230,378)
(353,571)

Effects of:


Tax effect of expenses that are not deductible in determining taxable profit
1,654
127,054

Change in unrecognised deferred tax assets
(2,078)
131,024

Adjustments to tax charge in respect of prior periods
(10,119)
6,081

Fixed asset differences
18,350
18,449

Remeasurement of deferred tax for change in tax rates
(7,842)
5,375

Tax on consolidation adjustments
133,436
105,277

Chargeable gains/(losses)
5,796
(11,211)

Movement in deferred tax not recognised
(526,790)
-

Other timing differences leading to an increase (decrease) in taxation
(6)
-

Total tax charge for the year
(617,977)
28,478

Page 31

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

13.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Income statement in these financial statements. The loss after tax of the parent Company for the year was £296,302 (2022 - loss £370,693).

Page 32

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

14.


Intangible assets

Group and Company





Development expenditure
Computer software
Goodwill
Total

£
£
£
£



Cost


At 1 November 2022
396,165
-
5,588,442
5,984,607


Additions
500
226,206
-
226,706


On acquisition of subsidiaries
(56,828)
56,828
-
-



At 31 October 2023

339,837
283,034
5,588,442
6,211,313



Amortisation


At 1 November 2022
309,266
-
2,840,125
3,149,391


Charge for the year on owned assets
19,089
26,672
554,091
599,852



At 31 October 2023

328,355
26,672
3,394,216
3,749,243



Net book value



At 31 October 2023
11,482
256,362
2,194,226
2,462,070



At 31 October 2022
86,899
-
2,748,317
2,835,216



The company had no intangible fixed assets at 31 October 2023 or 31 October 2022.

Page 33

 

VOYAGER TOPCO LIMITED
 
 
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023


15.


Tangible fixed assets





Group







Freehold land and buildings
Leasehold improvements
Plant and equipment
Motor vehicles
Fixtures fittings and computers
Total

£
£
£
£
£
£



Cost or valuation


At 1 November 2022
1,547,387
654,924
557,383
1,822,018
282,690
4,864,402


Additions
-
254,429
53,461
651,187
69,811
1,028,888


Disposals
-
-
-
(82,500)
-
(82,500)


Transfers between classes
-
(34,900)
27,700
-
7,200
-


Exchange adjustments
-
5,667
1,957
(7,568)
(1,448)
(1,392)



At 31 October 2023

1,547,387
880,120
640,501
2,383,137
358,253
5,809,398



Depreciation


At 1 November 2022
216,222
592,971
450,630
1,137,262
229,063
2,626,148


Charge for the year on owned assets
25,738
73,739
40,481
70,237
23,429
233,624


Charge for the year on financed assets
-
-
-
111,949
-
111,949


Disposals
-
-
-
(68,064)
-
(68,064)


Exchange adjustments
-
(71)
(9)
(8,046)
3,244
(4,882)



At 31 October 2023

241,960
666,639
491,102
1,243,338
255,736
2,898,775
Page 34

 

VOYAGER TOPCO LIMITED
 
 
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

           15.Tangible fixed assets (continued)




Net book value



At 31 October 2023
1,305,427
213,481
149,399
1,139,799
102,517
2,910,623



At 31 October 2022
1,331,165
61,953
106,753
684,756
53,627
2,238,254

The company had no tangible fixed assets at 31 October 2023 or 31 October 2022.
The freehold property was revalued in February 2017 by Cocatrix Immobilier, an independent valuer. The directors believe that no further valuation is required of the property as at 31 October 2023.

Page 35

 

VOYAGER TOPCO LIMITED
 
 
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

           15.Tangible fixed assets (continued)

The net book value of assets held under finance leases or hire purchase contracts, included above, relate to Motor Vehicles and is £348,177 (2022: £452,981).

Cost or valuation at 31 October 2023 is as follows:

Freehold Property and leasehold improvements
£


At cost
2,077,922
At valuation:

2017
349,585



2,427,507

Page 36

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

           15.Tangible fixed assets (continued)

If the Freehold Property had not been included at valuation they would have been included under the historical cost convention as follows:

2023
2022
£
£

Group


Cost
2,077,922
1,852,726

Accumulated depreciation
(859,657)
(767,243)

Net book value
1,218,265
1,085,483


16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 November 2022
1



At 31 October 2023
1




Page 37

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Voyager Bidco
6-7 Lovers Walk, Brighton, EastSussex,England, BN16AH
Holding company
Ordinary
100%
Class Tours Limited
As above
Specialist tour operator
Ordinary
100%
Poole Bay Travel Limited*
As above
Coach operator
Ordinary
100%
Castaway School Travel Limited*
As above
Holding company
Ordinary
100%
UK Manor Centre Limited
As above
Dormant
Ordinary
100%

All companies above denoted with a * are exempt from audit by virtue of Section 479A of the Companies Act 2006. In accordance with Section 479C of the Companies Act 2006, Class Tours Limited has provided guarantees over the liabilities of these subsidiaries.
The directors have concluded that there are no reasonable forseeable scenarios which woul give rise to an impairment in the carrying value.


17.


Stocks

Group
Group
2023
2022
£
£

Finished goods and goods for resale
-
13,650

-
13,650


Page 38

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

18.


Debtors



Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
146,378
140,363
-
-

Amounts owed by group undertakings
-
-
2,994,157
3,002,907

Other debtors
378,951
300,045
8,750
-

Prepayments and accrued income
1,350,222
992,628
-
-

Tax recoverable
15,576
9,495
-
-

Deferred taxation
964,198
356,340
103,582
-

2,855,325
1,798,871
3,106,489
3,002,907


Prepayments and accrued income includes advance payments to suppliers for departures after the
balance sheet date amounting to £1,105,464 (2022: £452,745).


19.


Cash and cash equivalents

Group
Group
2023
2022
£
£

Cash at bank and in hand
2,394,613
2,433,434

2,394,613
2,433,434


Cash and cash equivalents comprise amounts held in Escrow totalling £895,487. Amounts held in Escrow are segregated monies received and held in a separate CAA Approved Escrow account. These amounts are held as a financial guarantee for the company’s travel licenses and for the protection of monies collected from passengers.

Page 39

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

20.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
333,333
333,333
-
-

Payments received on account
3,682,620
2,605,895
-
-

Trade creditors
482,699
627,536
-
-

Other taxation and social security
143,701
183,685
-
-

Obligations under finance lease and hire purchase contracts
101,407
84,217
-
-

Other creditors
88,147
259,194
-
-

Accruals and deferred income
748,801
717,281
5,000
5,000

Financial instruments
7,171
42,194
-
-

5,587,879
4,853,335
5,000
5,000


Amounts due under finance leases are secured on the assets financed. Payment received on account relates to the advanced receipts from customers for departures after the balance sheet date.


21.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
666,667
1,000,000
-
-

Other loans
13,687,495
12,652,104
4,778,010
4,378,126

Payments received on account
1,000
-
-
-

Net obligations under finance leases and hire purchase contracts
635,097
364,477
-
-

14,990,259
14,016,581
4,778,010
4,378,126


Amounts due under finance leases are secured on the assets financed.
Other loans of £13,687,495 (2022: £12,652,104) relate to 3 loan notes which are repayable on exit or in 3 equal annual instalments from 2023. The loan notes carry interest at the rate of 9% and 12.5% per annum which is paid half yearly in arrears. Interest has been agreed to roll up into the loan notes until agreed otherwise.
The bank loan is secured by a fixed and floating charge over all the property of the company and a guarantee and debentures from the company's subsidiaries.
The bank loan is repayable over equal monthly instalments commencing in May 2022, and interest is charged at 2.88% above base rate, paid quarterly.



Page 40

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2023
2022
£
£

Within one year
142,379
95,374

Between 1-5 years
625,699
390,212

Over 5 years
144,235
-

Less future finance charges
(175,809)
(36,892)

736,504
448,694

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery.
Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets.
The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.


23.


Deferred taxation


Group



2023


£






At beginning of year
356,340


Charged to profit or loss
800,601


Utilised in year
(192,743)



At end of year
964,198

Page 41

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
 
23.Deferred taxation (continued)

Company


2023


£






Charged to profit or loss
103,582



At end of year
103,582

Group
Group
Company
2023
2022
2023
£
£
£

Accelerated capital allowances
(167,164)
(173,799)
-

Tax losses carried forward
982,914
572,195
3,611

Short term timing difference
197,639
700
99,971

Capital losses
(49,191)
(42,756)
-

964,198
356,340
103,582

Page 42

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

24.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



126,171 (2022 - 126,171) ordinary a shares of £0.01 each
1,262
1,262
38,610 (2022 - 38,610) ordinary b shares of £0.01 each
386
386
25,739 (2022 - 25,739) ordinary b2 (non voting) shares of £0.01 each
257
257
9,480 (2022 - 9,480) ordinary c shares of £0.10 each
948
948
32,500 (2022 - 32,500) ordinary d shares of £0.01 each
325
325

3,178

3,178

Each Ordinary A shares of 1p has full rights in the company with respect to voting, dividends and distributions.
Each Ordinary B1 shares of 1p has full rights in the company with respect to voting, dividends and distributions.
Each Ordinary B2 shares of 1p is non-voting and has full rights with respect to dividends and distributions.
Each Ordinary C shares of 10p each has full rights in the company with respect to voting, dividends and distributions.
Each Ordinary D shares of 1p each is non-voting and has full rights with respect to dividends and distributions.



25.


Reserves

Share premium account

Consideration received for shares issued above their nominal value net of transaction costs.

Revaluation reserve

The revaluation reserve represents the carrying value of revalued assets over and above the original cost.

Profit and loss account

Profit and loss reserves includes all current and prior year retained profit and losses, as well as accumulated losses on the fair value revaluation of foreign exchange commitments amounting to £7,171  (2022: £42,194 loss).

Page 43

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

26.


Contingent liabilities

The Group currently holds an Air Travel Organiser's License (ATOL) issued by the Civil Aviation Authority (CAA) and is a member of the Association of Bonded Travel Oragnisers Trust ('ABTOT') and Association of British Travel Agents ('ABTA').
As at 31 October 2023, there were contingent liabilities given by the Group in the normal course of business in respect of ABTOT bonds amounting to £1,680,702 (2022: ABTA £1,271,462).


27.


Pension commitments

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 £48,368 (2022: £32,382).


28.


Commitments under operating leases

At 31 October 2023 the group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
Group
£
£


Not later than 1 year
279,315
268,463

Later than 1 year and not later than 5 years
893,082
1,039,902

Later than 5 years
467,624
541,467

1,640,021
1,849,832


29.


Cash flow hedging

The Company enters into forward foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables. At 31 October 2023, the outstanding contracts all mature within 5 months of the year end. The Company is committed to buy Euro 2,000,000 and pay a fixed sterling amount of £1,748,330.

Page 44

 
VOYAGER TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

30.


Related party transactions

FRS 102 Section 33, does not require disclosure of transactions entered into between two or more members of the Group, provided that any subsidiary which is a party to the transaction is a wholly owned member. Hence these transactions were not disclosed in these financial statements.

There were no material related party transactions entered into during the year that have not been concluded under normal market conditions.
 
During the year, the group entered into the following transactions with related parties:
Purchases of £29,391 (2022: £8,773) with other related parties.
Paid interest of £1,035,390 (2022: £1,075,328) to entities with control, joint control or significant influence over the company.
Paid monitoring fees of £57,025 during the year to entities with control, joint control or significant influence over the company and at the year end £149,919 (2022: £119,080) was outstanding.

31.


Controlling party

The ultimate controlling party of Voyager Topco Limited is RJD Private Equity Fund III LP.


32.


External regulatory requirements

The group currently holds an Air Travel Operators' License (ATOL) issued by the Civil Aviation Authority (CAA). In order to offer air inclusive holidays, Class Tours Limited requires the annual renewal by the CAA of its ATOL. The CAA awards this on the basis of meeting agreed financial criteria and renews this in March (effective 1 April). Class Tours Limited has complied with these requirements during the periods presented in these financial statements, and subsequent to 31 October 2023 to the date of signing of these financial statements. The ATOL has been renewed in March 2024 on substantially the same terms and conditions.

 
Page 45