Company registration number 03087938 (England and Wales)
CLIPPER VENTURES PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
CLIPPER VENTURES PLC
COMPANY INFORMATION
Directors
W Ward
Sir Robin Knox-Johnston
L Ayres
C Rushton
N B Butterworth
(Appointed 27 September 2023)
Secretary
N B Butterworth
Company number
03087938
Registered office
The Granary and Bakery Building
Royal Clarence Yard
Weevil Lane
Gosport
Hampshire
PO12 1FX
Auditor
Moore (South) LLP
City Gates
2 - 4 Southgate
Chichester
West Sussex
PO19 8DJ
Bankers
HSBC Bank PLC
165 High Street
Southampton
Hampshire
SO15 2AT
CLIPPER VENTURES PLC
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Statement of income and retained earnings
9
Balance sheet
10
Notes to the financial statements
11 - 23
CLIPPER VENTURES PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
- 1 -

The directors present the strategic report for the year ended 31 January 2024.

Business review

The Company is part of a group whose main business is staging round the world yacht races.

 

The results of the Company are set out on page 9, with a profit on ordinary activities before tax of £1,916,872 (2023 - £3,410,770). The shareholder funds of the Company total £4,578,203 (2023 - £4,113,974).

 

The Company's principal product is the Clipper Round The World Yacht Race, the current edition of which started in September 2023 and completed post-year end in July 2024. The Company also operates the brands Clipper Events, which delivers racing and corporate sailing experiences, and SKIRR Adventures, which offers sailing expeditions to remote locations.

 

The financial year comprises the first half of the Clipper 2023-24 Race, with four of the eight legs completed at the year end date, and the corresponding revenues and costs of the first half released and recognised in the year end accounts in line with accounting policies. For comparison purposes, the prior year accounts to 31 January 2023 contains the final three of eight race legs of the Covid-interrupted Clipper 2019-20 Race, which resumed in March 2022 and finished in July 2022. All income and expenditure received and incurred in relation to future race editions is deferred into future accounting periods.

 

Turnover of £12,095,865 (2023 - £9,282,529) is driven by Round The World Race income of £9,471,548 (2023 - £4,403,038) which comprises a blend of crew participating in one race leg, multiple legs or a full circumnavigation (with revenue recognised up to the end of leg four), plus training fees, and race sponsorship of £2,074,802 (2023 - £4,480,018) which reflects the rights fees paid by host ports and commercial partners, which was impacted the non-payment of two partner contracts totalling £2.7m across the 2023-24 Race.

 

Strategy and Future Developments

The Company and Group remains fully focused on developing all Clipper Ventures brands including the Clipper Round The World Yacht Race, SKIRR Adventures, Clipper Events, Clipper China and Hamble School of Yachting. United by the desire for adventure, ambition, limitless boundaries and sailing excellence, the Clipper Ventures brands enable extraordinary personal experiences by making them accessible and achievable. Success will be maintained through the recruitment of race crew, strengthening our partnerships approach to attract global cities and commercial partners to future race editions, consolidating on the recent demand for our SKIRR expeditions and our own sailing events such as the Knox-Johnston Cup, and through the ongoing delivery of sailing training both locally and beyond.

Principal risks and uncertainties

The process of risk acceptance and risk management is addressed through a framework of policies, procedures and internal controls. Agreed operating procedures are used to manage risks arising from marine operations. All policies are subject to Board approval and ongoing review by management, risk management and internal audit.

 

Compliance with regulation, legal and ethical standards is a high priority for the Company and the compliance team, and the Group's finance department take on an important oversight role in this regard. The Finance Director is responsible for satisfying themselves that a proper internal control framework exists to manage financial risks and that controls operate effectively.

 

The principal risks to our Company arise from economic conditions, particularly with regards to operations/accidents/incidents and the Covid Pandemic. Assumptions have been made in the preparation of these accounts, particularly in the area of Deferred Income and Prepayments. Particular note should be made to the levels of deferrals and prepayments, details of which are outlined per Judgements and Key Estimates (note 2). The total race deferred income is £17,741,756 (2023 - £21,576,706) which is greater than prepaid race expenses of £4,255,178 (2023 - £3,725,068).

 

CLIPPER VENTURES PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 2 -
Key performance indicators ('KPIs')

The Directors assess the performance of the Company using the following KPIs:

 

Net profit: £1,464,229 (2023 - £2,741,601)

Net shareholder funds: £4,578,203 (2023 - £4,113,974)

s172 Statement

This section describes how the directors have had regard to the matters set out in section 172(1)(a) to (f) Companies Act 2006 in exercising their duty to promote the success of the Company for the benefit of its members as a whole and regard, (amongst other matters) to:

The likely consequences of any decisions in the long-term

The board discusses all longer term projects at Board meetings and collectively makes the final decision, if and whether to initiate the project, in respect of considering the strategic direction of the company.

The interest of the company’s employees

The Board takes into account the impact of its decisions on all employees. Directors recognise that all employees are key to delivering the company’s strategic initiatives. The Company provides necessary training to all employees where it has been identified by the company or requested by the employee.

The need to foster the company’s business relationships with suppliers, customers and others:

The Board recognises the importance of maintaining good relationships and good collaboration with the crew of the yachts, partners/sponsors, suppliers and external clients to promote the success of the Company and to help drive the business objectives.

The impact of the company’s operations on the community and the environment:

The impact of the Company’s activities on the community and the environment are taken into account and discussed at Board level.

The desirability of the company’s operation on the community and the environment:

The company is actively considering the impact of environmental sustainability and community engagement through the appointment of external consultants to review our current commitments and set future ambitions across ESG indicators that consider climate, the environment, social, economic impact and diversity and inclusion.

The desirability of the company maintaining a reputation for high standards of business conduct:

The board conducts all its decision making with integrity, thus maintaining the highest standards of professionalism and safety.

The need to act fairly as between members of the company:

The Board engages directly with senior management through monthly management meetings and regular correspondence to explain projects and strategies.

 

On behalf of the board

Sir Robin Knox-Johnston
Director
30 October 2024
CLIPPER VENTURES PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 January 2024.

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £1,000,000. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

W Ward
Sir Robin Knox-Johnston
A Navarro
(Resigned 27 September 2023)
L Ayres
C Rushton
N B Butterworth
(Appointed 27 September 2023)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Auditor

The auditors, Moore (South) LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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:

 

 

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 enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial risk management objectives and policies, post balance sheet events and future developments.

CLIPPER VENTURES PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 4 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Sir Robin Knox-Johnston
Director
30 October 2024
CLIPPER VENTURES PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CLIPPER VENTURES PLC
- 5 -
Opinion

We have audited the financial statements of Clipper Ventures PLC (the 'company') for the year ended 31 January 2024 which comprise the statement of income and retained earnings, the balance sheet and notes to the financial statements, including significant accounting policies. The 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual 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.

Opinions on other matters prescribed by the Companies Act 2006

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

CLIPPER VENTURES PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CLIPPER VENTURES PLC
- 6 -
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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

Auditor's responsibilities for the audit of the financial statements

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

 

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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

CLIPPER VENTURES PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CLIPPER VENTURES PLC
- 7 -

Our approach was as follows:

To address the risk of fraud through management override we:

 

In response to the risk of fraud through revenue and cost of sales recognition policies we:

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

CLIPPER VENTURES PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CLIPPER VENTURES PLC
- 8 -

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 2006. Our 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 auditor's 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.

Matthew Bather (Senior Statutory Auditor)
For and on behalf of Moore (South) LLP
30 October 2024
Chartered Accountants
Statutory Auditor
City Gates
2 - 4 Southgate
Chichester
West Sussex
PO19 8DJ
CLIPPER VENTURES PLC
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 JANUARY 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
12,095,865
9,282,529
Cost of sales
(5,383,149)
(2,571,287)
Gross profit
6,712,716
6,711,242
Administrative expenses
(5,015,686)
(3,334,549)
Other operating income
63,934
13,483
Operating profit
4
1,760,964
3,390,176
Interest receivable and similar income
8
159,691
38,511
Interest payable and similar expenses
9
(3,783)
(17,917)
Profit before taxation
1,916,872
3,410,770
Tax on profit
10
(452,643)
(669,169)
Profit for the financial year
1,464,229
2,741,601
Retained earnings brought forward
1,384,050
(1,357,551)
Dividends
11
(1,000,000)
-
0
Retained earnings carried forward
1,848,279
1,384,050

The profit and loss account has been prepared on the basis that all operations are continuing operations.

CLIPPER VENTURES PLC
BALANCE SHEET
AS AT
31 JANUARY 2024
31 January 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
12
6,116,321
5,605,509
Investments
13
695,620
695,620
6,811,941
6,301,129
Current assets
Debtors falling due after more than one year
16
3,716,442
5,826,189
Debtors falling due within one year
16
10,771,294
11,100,458
Cash at bank and in hand
3,957,619
4,897,696
18,445,355
21,824,343
Creditors: amounts falling due within one year
17
(10,490,163)
(9,522,170)
Net current assets
7,955,192
12,302,173
Total assets less current liabilities
14,767,133
18,603,302
Creditors: amounts falling due after more than one year
18
(8,829,305)
(13,291,589)
Provisions for liabilities
Deferred tax liability
19
1,359,625
1,197,739
(1,359,625)
(1,197,739)
Net assets
4,578,203
4,113,974
Capital and reserves
Called up share capital
21
585,196
585,196
Share premium account
2,142,728
2,142,728
Capital redemption reserve
2,000
2,000
Profit and loss reserves
1,848,279
1,384,050
Total equity
4,578,203
4,113,974

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 30 October 2024 and are signed on its behalf by:
Sir Robin Knox-Johnston
Director
Company registration number 03087938 (England and Wales)
CLIPPER VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
- 11 -
1
Accounting policies
Company information

Clipper Ventures PLC is a public company limited by shares incorporated in England and Wales. The registered office is The Granary and Bakery Building, Royal Clarence Yard, Weevil Lane, Gosport, Hampshire, PO12 1FX.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This 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:

 

 

The financial statements of the company are consolidated in the financial statements of Clipper Ventures Holdings PLC. These consolidated financial statements are obtainable as disclosed in note 26.

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 individual entity and not about its group.

1.2
Going concern

At the time of approving the financial statements the directors have a reasonable expectation that the trueCompany has adequate resources to continue in operational existence for the foreseeable future. This expectation is based on a thorough review of the budgets and financial forecasts of the business.

1.3
Turnover

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

CLIPPER VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 12 -

Race income is included in turnover based upon stage of completion. Where the duration of a race extends over more than one accounting period, the income and expenditure relating to that race is accounted for on a long-term basis with income and expenses brought into the Statement of Income and Retained Earnings by reference to the completed race stages at the end of the financial year. At the end of each accounting period, income received, and expenditure incurred that relate to future activities are deferred.

 

Sponsorship income is recognised based upon stage completion of the race. Where a specific venue stopover is attached to sponsorship receivable, amounts are deferred until the stopover is reached.

 

Charter, training and other income is recognised along with related expenditure in the period when the activity is performed.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

 

Assets under construction are measured at cost until such time as they are made available for use.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Race yachts
Depreciation of race yachts is treated as a race cost and charged to the Statement of Income and Retained Earnings on the basis of race completion. The estimated useful life of a race yacht is 5-7 races.
Fixtures and fittings
Straight line over 3-5 years.
Motor vehicles
Straight line over 5 years.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Fixed asset investments

Interests in jointly controlled entities 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. Investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

CLIPPER VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 13 -
1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

CLIPPER VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 14 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Derivatives

The company enters into foreign exchange forward contracts in order to manage its exposure to foreign exchange risk.

1.11
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the Statement of Income and Retained Earnings, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

CLIPPER VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 15 -
1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements 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.

Deferred income

Income is brought into the Statement of Income and Retained Earnings by reference to the completed race stages at the end of each financial year. Income relating to future activities is deferred, based on the different activities as set out in note 1.3. Within deferred income at the year end is £5,859,064 related to the 2023/24 RTW race; £8,829,305 related to the 2025/26 RTW race; £3,053,387 related to the 2023/24 race sponsorship; and £126,691 related to other 2024 Clipper Events.

Bad debt provisions

The trade debtor balances recorded in the Company's balance sheet comprise a relatively large number of small balances. A full line by line review of trade debtors is regularly carried out. Whilst every attempt is made to ensure that the bad debt provisions are accurate as possible, there remains a risk that the provisions do not match the level of debts which ultimately prove to be uncollectable.

Tangible fixed assets

A significant variation in deprecation or residual values applied to race yachts could lead to a material impact within the income statement. Depreciation policies adopted are management's best estimate of useful life based on historic and current market information.

CLIPPER VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 16 -
3
Turnover
2024
2023
£
£
Turnover analysed by class of business
RTW race income
9,471,548
4,403,038
Charter and events income
368,630
201,993
Sponsorship income
2,074,802
4,480,018
SKIRR race income
180,885
197,480
12,095,865
9,282,529

All income arose within the United Kingdom.

4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
60,327
(74,209)
Depreciation of owned tangible fixed assets
214,281
94,946
Profit on disposal of tangible fixed assets
-
(2,308)
Operating lease charges
54,905
22,549
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
17,400
13,000
Audit of the financial statements of the company's parent
5,400
3,000
22,800
16,000
For other services
All other non-audit services
6,525
5,500
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Management
5
4
Administrative
43
39
Yacht
50
47
Total
98
90
CLIPPER VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
6
Employees
(Continued)
- 17 -

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
3,199,086
1,942,984
Social security costs
307,991
293,619
Pension costs
58,969
46,500
3,566,046
2,283,103
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
685,785
537,524
Company pension contributions to defined contribution schemes
5,485
1,632
691,270
539,156

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 2).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
269,289
255,488
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
159,691
38,511
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
-
17,917
Other interest
3,783
-
0
3,783
17,917
CLIPPER VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 18 -
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
291,138
492,036
Adjustments in respect of prior periods
(381)
-
0
Total current tax
290,757
492,036
Deferred tax
Origination and reversal of timing differences
161,886
177,133
Total tax charge
452,643
669,169

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
1,916,872
3,410,770
Expected tax charge based on the standard rate of corporation tax in the UK of 24.03% (2023: 19.00%)
460,624
648,046
Tax effect of expenses that are not deductible in determining taxable profit
4,860
9,218
Tax effect of income not taxable in determining taxable profit
-
0
(710)
Tax effect of utilisation of tax losses not previously recognised
(19,187)
-
0
Effect of change in corporation tax rate
6,346
(7,114)
Group relief
-
0
19,729
Taxation charge for the year
452,643
669,169
11
Dividends
2024
2023
£
£
Interim paid
1,000,000
-
0
CLIPPER VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 19 -
12
Tangible fixed assets
Assets under construction
Race yachts
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 February 2023
85,307
11,092,650
581,213
10,750
11,769,920
Additions
543,713
100,653
21,203
-
0
665,569
At 31 January 2024
629,020
11,193,303
602,416
10,750
12,435,489
Depreciation and impairment
At 1 February 2023
-
0
5,585,444
568,217
10,750
6,164,411
Depreciation charged in the year
-
0
145,015
9,742
-
0
154,757
At 31 January 2024
-
0
5,730,459
577,959
10,750
6,319,168
Carrying amount
At 31 January 2024
629,020
5,462,844
24,457
-
0
6,116,321
At 31 January 2023
85,307
5,507,206
12,996
-
0
5,605,509
13
Fixed asset investments
2024
2023
Notes
£
£
Investments in joint ventures
15
45,620
45,620
Unlisted investments
650,000
650,000
695,620
695,620
14
Subsidiaries

Details of the company's subsidiaries at 31 January 2024 are as follows:

Name of undertaking
Nature of business
Class of shares held
% Held Direct
Hamble Sea School Limited
Sailing school
Ordinary
100.00
Hamble School of Yachting Limited
Sailing school
Guarantee
100.00
Clipper Ventures Online Limited
Consultancy
Ordinary
98.00
Skirr Adventures Ltd
Marine events
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
CLIPPER VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
14
Subsidiaries
(Continued)
- 20 -
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Hamble Sea School Limited
576,602
92,236
Hamble School of Yachting Limited
5,435
43
Clipper Ventures Online Limited
100
-
0
Skirr Adventures Ltd
2
-
0

The registered office of Hamble Sea School Limited and Hamble School of Yachting Limited is Mercury Yacht Harbour, Satchell Lane, Hamble, Hampshire, SO31 4HQ.

 

The registered office of Clipper Ventures Online Limited and Skirr Adventures Ltd is The Granary and Bakery Building, Royal Clarence Yard, Weevil Lane, Gosport, Hampshire, PO12 1FX.

15
Joint ventures

Details of the company's joint ventures at 31 January 2024 are as follows:

Name of undertaking
Interest held
% Held Direct
Clipper Sports Shanghai Limited
Ordinary
60.00

The registered office of Clipper Sports Shanghai Limited is 5F, 1018 Xikang Road, Shanghai, 20060, China.

16
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
4,383,303
7,781,086
Corporation tax recoverable
223,124
169,215
Other debtors
2,107,698
1,127,041
Prepayments and accrued income
4,057,169
2,023,116
10,771,294
11,100,458
2024
2023
Amounts falling due after more than one year:
£
£
Trade debtors
1,610,409
2,279,307
Amounts owed by group undertakings
1,361,028
1,360,008
Other debtors
312,500
269,444
Prepayments and accrued income
432,505
1,917,430
3,716,442
5,826,189
Total debtors
14,487,736
16,926,647
CLIPPER VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 21 -
17
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
548,656
322,073
Amounts owed to group undertakings
474,770
-
0
Corporation tax
-
0
492,036
Other taxation and social security
101,709
63,355
Other creditors
25,218
10,398
Accruals and deferred income
9,339,810
8,634,308
10,490,163
9,522,170

Fixed and floating charges are held by HSBC Bank plc over the undertaking and all property and assets present and future, including goodwill, book debts, uncalled capital, buildings, fixtures, fixed plant & machinery. Charge dated 22 October 2010.

18
Creditors: amounts falling due after more than one year
2024
2023
£
£
Deferred income
8,829,305
13,291,589
19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
1,364,179
1,199,853
Other short term timing differences
(4,554)
(2,114)
1,359,625
1,197,739
2024
Movements in the year:
£
Liability at 1 February 2023
1,197,739
Charge to profit or loss
161,886
Liability at 31 January 2024
1,359,625
CLIPPER VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 22 -
20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
58,969
46,500

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Contributions totalling £18,215 (2023 - £10,085) were payable to the fund at the balance sheet date and are included within creditors.

21
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
38,992,942
38,992,942
389,930
389,930
Deferred shares of 1p each
19,526,627
19,526,627
195,266
195,266
58,519,569
58,519,569
585,196
585,196
22
Reserves

The share premium account is used to record the aggregate amount or value of premiums paid when the Company's shares are issued at an amount in excess of nominal value.

 

The capital redemption reserve relates to the cumulative amount of share capital repurchased by the Company.

 

The profit and loss account relates to the cumulative retained earnings after deduction of amounts distributed to shareholders.

23
Operating lease commitments

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within one year
60,551
51,678
Between two and five years
73,086
136,864
133,637
188,542
CLIPPER VENTURES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 23 -
24
Capital commitments

Amounts contracted for but not provided in the financial statements:

2024
2023
£
£
Acquisition of tangible fixed assets
4,830,000
-
25
Related party transactions

The Company has previously made interest free loans to its directors. At the year end there was a balance of £750,000 (2023 - £900,000) outstanding. No amounts written off in the period. Amounts have been classified as short term as they are repayable on demand.

 

The Company has provided services totalling £nil (2023 - £nil) to its joint venture, Clipper Sports Shanghai Limited. At the year end no amounts were due from or to the company (2023 - £nil).

 

Included within other debtors is a balance of £1,606,945, of which £1,294,445 is short term and £312,500 long term, (2023 - £436,111, of which £166,667 was short term and £269,444 long term) due from a company to which one of the directors has a 25% shareholding. Amounts loaned generate interest of 8% per annum.

 

The company has taken advantage of the exemption available under FRS 102, whereby it has not disclosed transactions with its parent company or any subsidiaries that are wholly owned within the group.true

26
Ultimate controlling party

At 31 January 2024, the immediate and ultimate parent company was Clipper Ventures Holdings PLC, a company incorporated in England and Wales, company registration number 07061468. The controlling party was Mr W Ward, a director, who owns 60% of the share capital of Clipper Ventures Holdings PLC.

 

The smallest and largest group in which the financial statements of the company are consolidated is that headed by Clipper Ventures Holdings PLC. The consolidated financial statements of this company are available from its registered office, The Granary and Bakery Building, Royal Clarence Yard, Weevil Lane, Gosport, Hampshire, PO12 1FX.

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