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Registered number: 10921059


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

 
VOYAGER BIDCO LIMITED
 
 
COMPANY INFORMATION


Directors
N S English 
A G Larsen 




Registered number
10921059



Registered office
6-7 Lovers Walk
Brighton

England

BN1 6AH




Independent auditors
Xeinadin Audit Limited
Chartered Accountants & Statutory Auditor

8th Floor

Becket House

36 Old Jewry

London

EC2R 8DD





 
VOYAGER BIDCO LIMITED
 

CONTENTS



Page
Strategic report
1
Directors' report
2 - 3
Independent auditors' report
4 - 7
Statement of comprehensive income
8
Statement of financial position
9 - 10
Statement of changes in equity
11
Notes to the financial statements
12 - 22


 
VOYAGER BIDCO LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023

Introduction
 
The directors present the Strategic Report for the year ended 31st October 2023.

Fair review of the business
 
The company is an intermediate holding company for its subsidiary undertakings, the principal activities of which are that of a specialist tour operator and travel services.
Owing to the company's activities as a holding company, the company does not have any external trading activity and there are no key performance indicators.
The directors consider the company's performance to be satisfactory.

Principal risks and uncertainties
 
Interest rate and cash flow risk
The company has interest bearing liabilities comprising of loan notes, which attract interest at a fixed rate. The company addresses interest rate and cash flow risks via the ongoing support of its fellow group undertakings.
Going concern 
The company has no external borrowings due for settlement within 12 months from the date of approval of the financial statements and no additional liabilities are expected to arise during the same period as the forecasts assume, in accordance with the loan note agreement, rolling of the loan note interest for a period of at least 12 months.
The company is reliant on the continued support of its parent Voyager Topco Limited and the wider group. The accounts of Voyager Topco Limited disclose information about assumptions made in relation to forecasting including the expected resumption of travel and passenger numbers and the expected renewal of the ATOL icence with the CAA. These matters constitute material uncertainties which may cast significant doubt over the company’s ability to continue as a going concern.
Notwithstanding this, the directors are confident that the group and therefore company will have sufficient funds  to continue to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements. The directors have therefore prepared these financial statements on a going concern basis.

Financial key performance indicators
 
The Company has a loss for the year of £5,603 (2022- £965,191)


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



A G Larsen
Director

Page 1

 
VOYAGER BIDCO 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 strategic report, the directors' report and the 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 of the profit or loss of the company for that period.

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


select suitable accounting policies for the company'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 company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of the company in the period under review was that of an intermediate holding company.

Results and dividends

The profit for the year, after taxation, amounted to £5,603 (2022 - loss £965,191).

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who served during the year were:

N S English 
A G Larsen 

Page 2

 
VOYAGER BIDCO 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 company 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 3

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

Opinion


We have audited the financial statements of Voyager Bidco Limited (the 'company') for the year ended 31 October 2023, which comprise the statement of comprehensive income, the statement of financial position, the 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 company's affairs as at 31 October 2023 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In 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 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 4

 
VOYAGER BIDCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VOYAGER BIDCO 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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
the 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 2, 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 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 company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
VOYAGER BIDCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VOYAGER BIDCO 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 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 entity staff in tax and compliance functions to identify any instances of non-compliance with laws       and regulations;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations such as tax legislation and Companies Act 2006;
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 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 auditors' report.


Page 6

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

27 September 2024
Page 7

 
VOYAGER BIDCO LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 OCTOBER 2023

2023
2022
Note
£
£

  

Administrative expenses
  
(307,973)
(491,496)

Other operating income
  
252,063
230,940

Operating loss
  
(55,910)
(260,556)

Interest payable and similar expenses
 6 
(635,506)
(704,635)

Loss before tax
  
(691,416)
(965,191)

Tax on loss
 7 
697,019
-

Profit/(loss) for the financial year
  
5,603
(965,191)

Other comprehensive income for the year
  

  

Total comprehensive income for the year
  
5,603
(965,191)

The notes on pages 12 to 22 form part of these financial statements.

Page 8

 
VOYAGER BIDCO LIMITED
REGISTERED NUMBER:10921059

STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 8 
9,386,876
9,386,876

  
9,386,876
9,386,876

Current assets
  

Debtors: amounts falling due after more than one year
 9 
700,000
700,000

Debtors: amounts falling due within one year
 9 
859,326
169,632

Cash at bank and in hand
 10 
1,547
1,895

  
1,560,873
871,527

Creditors: amounts falling due within one year
 11 
(3,218,013)
(3,169,777)

Net current liabilities
  
 
 
(1,657,140)
 
 
(2,298,250)

Total assets less current liabilities
  
7,729,736
7,088,626

Creditors: amounts falling due after more than one year
 12 
(8,909,485)
(8,273,978)

  

Net liabilities
  
(1,179,749)
(1,185,352)


Capital and reserves
  

Called up share capital 
 15 
1
1

Profit and loss account
  
(1,179,750)
(1,185,353)

  
(1,179,749)
(1,185,352)


Page 9

 
VOYAGER BIDCO LIMITED
REGISTERED NUMBER:10921059
    
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 by: 




A G Larsen
Director

Date: 27 September 2024

The notes on pages 12 to 22 form part of these financial statements.

Page 10

 
VOYAGER BIDCO LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 November 2021
1
(220,162)
(220,161)



Loss for the year
-
(965,191)
(965,191)



At 1 November 2022
1
(1,185,353)
(1,185,352)



Profit for the year
-
5,603
5,603


At 31 October 2023
1
(1,179,750)
(1,179,749)


The notes on pages 12 to 22 form part of these financial statements.

Page 11

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

1.


General information

Voyager Bidco Limited 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, England, BN1 6AH.
The company's principle 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 management to exercise judgment in applying the
company's accounting policies (see note 3).
Reduced disclosure framework
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
- Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
- Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel and related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an entity not about its group.
Voyager Bidco Limited is a wholly owned subsidiary of Voyager Topco Limited and the results of Voyager Bidco Limited are included in the consolidated financial statements of Voyager Topco Limited which are available from its registered office, 6-7 Lovers Walk, Brighton, East Sussex England, BN1 6AH.
 

Page 12

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

2.Accounting policies (continued)

 
2.2

Going concern

The company is dependant on the financial performance of its subsidiary undertakings to service its debt and 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.

 
2.3

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.

 
2.4

Borrowing costs

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

 
2.5

Pensions

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company 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 company in independently administered funds.

Page 13

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

2.Accounting policies (continued)

 
2.6

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 operates and generates 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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.

 
2.7

Fixed assets investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

 
2.8

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.

 
2.9

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.

Page 14

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

2.Accounting policies (continued)

 
2.10

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.

 
2.11

Financial instruments

The company 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.

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company’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 company's accounting policies
The following judgements have had the most significant effect on amounts recognised in the financial statements:
Investments
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 company's investment in group undertakings at the reporting date.

Page 15

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

4.


Employees

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


2023
2022
£
£

Wages and salaries
201,098
183,272

Social security costs
25,408
24,031

Cost of defined contribution scheme
2,642
2,642

229,148
209,945


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


        2023
        2022
            No.
            No.







Directors
2
2


5.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
201,098
183,272

Company contributions to defined contribution pension schemes
2,642
2,642

203,740
185,914


During the year retirement benefits were accruing to no directors (2022 - NIL) in respect of defined contribution pension schemes.


6.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest payable
635,506
704,635

635,506
704,635

Page 16

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

7.


Taxation


2023
2022
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
(697,019)
-

Total deferred tax
(697,019)
-


Tax on loss
(697,019)
-

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - the same as) 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
(691,416)
(965,191)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 22.52% (2022 - 19%)
(155,707)
(183,386)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,086
52,254

Remeasurement of deferred tax for change in tax rates
(17,044)
(41,410)

Movement in deferred tax
(525,354)
172,542

Total tax charge for the year
(697,019)
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.



Page 17

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

8.


Fixed asset investments





Shares in group undertakings

£



Cost or valuation


At 1 November 2022
9,386,876



At 31 October 2023
9,386,876






Net book value



At 31 October 2023
9,386,876



At 31 October 2022
9,386,876


Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Principal activity

Class of shares

Holding

Class Tours Limited
6-7 Lovers Walk ,Brighton,England, BN16AH
Specialist tour operator
Ordinary
100%
Poole Bay Travel Limited (*)
As above
Coach operator
Ordinary
100%
Castaway School Travel Limited (*)
As above
School travel
Ordinary
100%
UK Manor Centre Limited
As above
Dormant
Ordinary
100%

* Indirect subsidiary undertaking of the company

Page 18

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

9.


Debtors

2023
2022
£
£

Due after more than one year

Amounts owed by group undertakings
700,000
700,000

700,000
700,000


2023
2022
£
£

Due within one year

Amounts owed by group undertakings
162,307
169,632

Deferred taxation
697,019
-

859,326
169,632



10.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
1,547
1,895

1,547
1,895



11.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
-
1,602

Amounts owed to group undertakings
3,020,254
3,002,907

Other taxation and social security
47,840
46,188

Accruals
149,919
119,080

3,218,013
3,169,777


Page 19

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

12.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Other borrowings
8,909,485
8,273,978

8,909,485
8,273,978



13.


Borrowings


Analysis of the maturity of loans is given below:


2023
2022
£
£


Amounts falling due 1-2 years

Other loans
8,909,485
8,273,978


8,909,485
8,273,978




Other loans of £8,909,485 (2022: £8,273,978) 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 loan notes are secured by way of fixed charges on the company's assets.


14.


Deferred taxation




2023


£






Charged to profit or loss
697,019



At end of year
697,019

Page 20

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

The deferred tax asset is made up as follows:

2023
2022
£
£


Tax losses carried forward
600,229
-

Short term timing difference
96,790
-

697,019
-


15.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1 (2022 - 1) ordinary share of £1.00
1
1



16.


Reserves

Profit and loss account

Profit and loss reserves includes all current and prior year retained profit and losses.


17.


Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company  to the fund and amounted to £2,642 (2022 - £2,642) . 


18.


Related party transactions

Transactions with related parties
During the year the company paid interest of £635,506 (2022: £704,635). At the year end £8,909,485 (2022: £8,273,978) was outstanding. 
The company also had monitoring fee expense of £57,025 during the year and at the year end £149,919 (2022: £119,080) was outstanding.

Page 21

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

19.


Ultimate controlling party

Voyager Topco Limited, a company incorporated in the United Kingdom, is the immediate parent company by virtue of its ownership of 100% of the share capital of Voyager Bidco Limited.
Voyager Topco Limited is the parent of the largest group for which consolidated accounts including Voyager Bidco Limited are prepared. Copies of the consolidated accounts of Voyager Topco Limited can be obtained from its registered office, 6-7 Lovers Walk, Brighton, East Sussex, England, BN1 6AH.
The ultimate controlling party of Voyager Bidco Limited is RJD Private Equity Fund III LP.

 
Page 22