Caseware UK (AP4) 2023.0.135 2023.0.135 2024-04-302024-04-302024-04-300falsefalse175false2023-01-01143false 08573713 2023-01-01 2024-04-30 08573713 2022-01-01 2022-12-31 08573713 2024-04-30 08573713 2022-12-31 08573713 2022-01-01 08573713 c:Director1 2023-01-01 2024-04-30 08573713 c:Director2 2023-01-01 2024-04-30 08573713 c:Director3 2023-01-01 2024-04-30 08573713 c:Director4 2023-01-01 2024-04-30 08573713 c:RegisteredOffice 2023-01-01 2024-04-30 08573713 d:Buildings d:ShortLeaseholdAssets 2023-01-01 2024-04-30 08573713 d:PlantMachinery 2023-01-01 2024-04-30 08573713 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-01-01 2024-04-30 08573713 d:CurrentFinancialInstruments 2024-04-30 08573713 d:CurrentFinancialInstruments 2022-12-31 08573713 d:CurrentFinancialInstruments 1 2024-04-30 08573713 d:CurrentFinancialInstruments 1 2022-12-31 08573713 d:CurrentFinancialInstruments 6 2024-04-30 08573713 d:CurrentFinancialInstruments 6 2022-12-31 08573713 d:Non-currentFinancialInstruments 2024-04-30 08573713 d:Non-currentFinancialInstruments 2022-12-31 08573713 d:CurrentFinancialInstruments d:WithinOneYear 2024-04-30 08573713 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 08573713 d:Non-currentFinancialInstruments d:AfterOneYear 2024-04-30 08573713 d:Non-currentFinancialInstruments d:AfterOneYear 2022-12-31 08573713 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2024-04-30 08573713 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2022-12-31 08573713 d:ShareCapital 2023-01-01 2024-04-30 08573713 d:ShareCapital 2024-04-30 08573713 d:ShareCapital 2022-01-01 2022-12-31 08573713 d:ShareCapital 2022-12-31 08573713 d:ShareCapital 2022-01-01 08573713 d:SharePremium 2023-01-01 2024-04-30 08573713 d:SharePremium 2024-04-30 08573713 d:SharePremium 2022-12-31 08573713 d:RetainedEarningsAccumulatedLosses 2023-01-01 2024-04-30 08573713 d:RetainedEarningsAccumulatedLosses 2024-04-30 08573713 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 08573713 d:RetainedEarningsAccumulatedLosses 2022-12-31 08573713 d:RetainedEarningsAccumulatedLosses 2022-01-01 08573713 c:OrdinaryShareClass1 2023-01-01 2024-04-30 08573713 c:OrdinaryShareClass1 2024-04-30 08573713 c:OrdinaryShareClass1 2022-12-31 08573713 c:FRS102 2023-01-01 2024-04-30 08573713 c:Audited 2023-01-01 2024-04-30 08573713 c:FullAccounts 2023-01-01 2024-04-30 08573713 c:PrivateLimitedCompanyLtd 2023-01-01 2024-04-30 08573713 d:Subsidiary1 2023-01-01 2024-04-30 08573713 d:Subsidiary1 1 2023-01-01 2024-04-30 08573713 d:WithinOneYear 2024-04-30 08573713 d:WithinOneYear 2022-12-31 08573713 d:BetweenOneFiveYears 2024-04-30 08573713 d:BetweenOneFiveYears 2022-12-31 08573713 c:Consolidated 2024-04-30 08573713 c:ConsolidatedGroupCompanyAccounts 2023-01-01 2024-04-30 08573713 d:AcceleratedTaxDepreciationDeferredTax 2024-04-30 08573713 d:AcceleratedTaxDepreciationDeferredTax 2022-12-31 08573713 d:TaxLossesCarry-forwardsDeferredTax 2024-04-30 08573713 d:TaxLossesCarry-forwardsDeferredTax 2022-12-31 08573713 2 2023-01-01 2024-04-30 08573713 4 2023-01-01 2024-04-30 08573713 6 2023-01-01 2024-04-30 08573713 f:PoundSterling 2023-01-01 2024-04-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 08573713









OCEAN HOLIDAYS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 APRIL 2024

 
OCEAN HOLIDAYS LIMITED
 
 
COMPANY INFORMATION


Directors
Daniel J Ox 
David J Ox 
George H Hastings 
Harry R Hastings 




Registered number
08573713



Registered office
Floor 9, North House

St. Edwards Way

Romford

Essex

RM1 3AE




Independent auditors
White Hart Associates (London) Limited
Chartered Accountants and Statutory Auditors

2nd Floor, Nucleus House

2 Lower Mortlake Road

Richmond

TW9 2JA





 
OCEAN HOLIDAYS LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 4
Directors' Report
5 - 6
Independent Auditors' Report
7 - 10
Consolidated Income Statement
11
Consolidated Statement of Comprehensive Income
12
Consolidated Statement of Financial Position
13
Company Statement of Financial Position
14
Consolidated Statement of Changes in Equity
15 - 16
Company Statement of Changes in Equity
17 - 18
Consolidated Statement of Cash Flows
19 - 20
Consolidated Analysis of Net Debt
21
Notes to the Financial Statements
22 - 43


 
OCEAN HOLIDAYS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 30 APRIL 2024

Introduction
 
The directors present their strategic report for the 16 mopnth period ended 30 April 2024.

Business review
 
The Group is required by the Companies Act 2006 to set out in this report, a fair review of the business of the Group during the 16 months ended 30 April 2024, the position of the Group at the end of the period and a description of the principal risks and uncertainties facing the Group. This review is prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for those strategies to succeed, and the business review should not be relied upon by any other party or for any other purpose.    

Financial key performance indicators

16 months 30 April 
12 months 31 December
2024
2022
        £
        £
Turnover

99,958,216

100,856,620
 
Gross profit

19,497,971

12,266,400
 
Gross profit as a percentage of turnover

19.51%

12.16%
 
Loss on ordinary activities before taxation and exceptional items (Note 1 below)

(1,001,527)

(20,167)
 
Loss on ordinary activities before taxation and exceptional items as a percentage of turnover

(1.00%)

(0.02%)
 

16 months 30 April 
12 months 31 December
2024
2022
        £
        £
Earnings before interest, taxation, depreciation, amortisation, exceptionals and (gains)/losses on foreign currency forward contracts ("EBITDAE")


 
Profit before tax

(2,523,268)

(20,167)
 
Exceptional costs (Note 1)

1,521,741

-
 
Interest

1,284,454

176,808
 
Depreciation

78,139

77,262
 
Amortisation

741,403

355,500
 
(Gains)/losses on foreign currency forward contracts

(108,669)

72,216
 

993,800

661,619
 

Page 1

 
OCEAN HOLIDAYS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024


1.

Exceptional items

16 months 30 April
12 months 31 December
2024
2022
        £
        £
Margin losses due to Covid-19 pandemic

668,917

-
 
Staff redundancies

124,870

-
 
Legal and professional costs relating to financing

70,770

-
 
Staffing costs related to Covid-19 pandemic

657,184

-
 

1,521,741

-
 

Page 2

 
OCEAN HOLIDAYS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024

Group performance overview
 
The activities and results for the Group during the period ending in June 2023 were notably impacted by the lingering effects of the Covid-19 pandemic. With over 85% of the Group's revenues generated from US travel, the full lifting of restrictions on May 6, 2023, had a profound effect on our operations and financial performance. While 2022 saw some stabilisation, operational costs and margins only began to normalise from the summer of 2023 onwards. The exceptional costs and margin impacts seen from January to May 2023 were mostly categorized as exceptional items in our financial statements.
To align more closely with the broader travel industry and the Group's operational needs, the decision has been made to shift our financial year-end to April. This change resulted in a one-off 16-month financial period, which included four additional low season months (January to April) that typically see losses due to fewer departures. However, the Group is finally putting the effects of the Covid-19 pandemic behind it. During this extended financial period, we achieved EBITDAE of £993,800, and our gross margin improved by 60%, rising from 12.16% to 19.51%. We are on track to see even further margin growth, driven by the lifting of restrictions and margin optimisation strategies.
Ocean Holidays achieved another record-breaking period for new bookings, with a current run rate up 14% compared to the previous year. In addition, revenue from future departures is already 28% ahead of the same time last year.
To support the Group’s organic growth and execute its long-term business strategy, a fundraise was completed during the period, raising £8.5 million—comprising £7.5 million in convertible loan notes due in summer 2026, and £1 million in equity.
Doing the right thing
As part of Ocean Holidays’ commitment to Do the Right Thing, several initiatives have advanced in the period:
• Over £100,000 was raised for the local community, including support for Haven House Children’s Hospice.
• A commitment to the 1622 Corporate Partnership, funding a bursary at Brentwood School, Essex, which was awarded to a student from Marshall’s Park Academy in Romford, Essex.
• Ocean Holidays is dedicated to promoting inclusivity and in January 2024 was awarded the Travel for All award at the Travel Weekly Globes for our efforts to make holidays more accessible for those with visible and hidden disabilities. 
• A second independent DEI audit also showed significant year-on-year improvements in our diversity and inclusion measures with a clear roadmap ahead
• Kickstarted an independent accreditation process that is scheduled for completion by the financial year 2025, setting the groundwork for long-term sustainable practices for both the environment and global challenges such as animal welfare.
Future Developments and Leadership
Looking ahead, the Group’s priority remains the sustainable, long-term growth of its business. All three core brands—Ocean Florida, Winged Boots, and Ocean Beds—are central to our long-term strategy, which is overseen by our Board of Directors and supported by two highly experienced strategic advisors with extensive knowledge of the travel industry.
The Group continues to strengthen its senior leadership team through a combination of recruitment and ongoing training, ensuring we are equipped to deliver against our objectives. Now that all pandemic restrictions have been lifted, Ocean Holidays can confidently pursue its vision of becoming the leading provider of long-haul and luxury travel.


 
Page 3

 
OCEAN HOLIDAYS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024


Principal risks and uncertainties 
The Group has identified a number of risks and uncertainties that could potentially damage the current business model and further growth opportunities.
Regulatory Risks - The Group is exposed to various regulators, including the Civil Aviation Authority ("CAA") which issues an Air Travel Organisers Licence ("ATOL") which is required in order for the Group to operate. This licence is renewed in September each year and is subject to assessments of fitness and financial criterion, the framework of which is available on the CAA website (www.caa.co.uk).
Geo-political events and natural disasters - The nature of the business operations exposes the Group to a wide range of geo-political natural disaster scenarios. To counter this, the Group operates a flexible non-commitment business model.
Financial risk - The Group operates in a sector that is exposed to the financial risk caused by the volatility of foreign currency exchange rates. The Group is directly exposed to movements in exchange rates as a portion of the travel components it sells are sourced in foreign currency. This risk is managed through the use of hedging.
Commercial relationships - The Group has well established and close relationships with suppliers and risk is spread by not placing over-reliance on any one supplier in any particular area. However, if a relationship were lost or damaged with a major supplier this could have a detrimental effect on the business. The management team meets regularly with suppliers to maintain good working relationships and to understand the supplier's financial position.
Information technology - The Group is heavily reliant upon information technology. Investment is made to ensure that the Group has advanced and efficient systems in place but there is a risk if there were a major failure particularly if it were to affect selling systems. Procedures are in place to minimise the time a selling system is unavailable in the event of such a failure.
Commercial risks - The Group's trading performance can be affected by environmental factors, which
include:
· acts of terrorism, particularly in key tourist destinations;
· natural disasters in key tourist destinations;
· weather conditions, both in the UK and in key tourist destinations;
· health epidemics in key tourist destinations;
· increases in government taxes in both the UK and overseas;
· wars or other international incidents which affect air or sea travel; and
. impact on profitability and bookings due to higher cost of living and inflation.


This report was approved by the board on 2 October 2024 and signed on its behalf.





Harry R Hastings
Director

Page 4

 
OCEAN HOLIDAYS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 APRIL 2024

The directors present their report and the financial statements for the period ended 30 April 2024.

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.

The directors are also responsible for the maintenance and integrity of the corporate and financial information included on the Group's website.

Principal activity

The Group's principal activity during the year was that of a tour operator and travel agent. The Company is a member of the Travel Network Group (TTNG), formerly the Travel Trust Association (TTA), and holds an Air Travel Organisers Licence ("ATOL") number T7523.       

Results and dividends

The loss for the period, after taxation, amounted to £2,523,268 (2022 - profit £6,070,763).

No dividends are have been paid or proposed for the period ended 30 April 2024.

Directors

The directors who served during the period were:

Daniel J Ox 
David J Ox 
George H Hastings 
Harry R Hastings 

Page 5

 
OCEAN HOLIDAYS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024

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 directors are aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditorsWhite Hart Associates (London) Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 2 October 2024 and signed on its behalf.
 





Harry R Hastings
Director

Page 6

 
OCEAN HOLIDAYS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OCEAN HOLIDAYS LIMITED
 

Opinion


We have audited the financial statements of Ocean Holidays Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 30 April 2024, which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting 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 30 April 2024 and of the Group's loss for the period 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.


Material uncertainty related to going concern


We draw attention to note 2.3 to the financial statements, which outlines that the Group is dependent on its ATOL in order to continue to operate. The ATOL was granted on 30 Septemberl 2024 for a six month period to 31 March 2025 when it will need to be renewed again. In the event the ATOL is not renewed the Group could not continue to operate.
The Group has also sustained a loss before tax of £2.5 million, partly due to exceptional costs, which were not anticipated.  As stated in Note 2.3, these events or conditions, along with other matters set out, indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.  
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. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant section of this report. 
 








Page 7

 
OCEAN HOLIDAYS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OCEAN HOLIDAYS 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 ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group Strategic Report and the Directors' Report for the financial period 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 5, 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 8

 
OCEAN HOLIDAYS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OCEAN HOLIDAYS 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:

- We exercise professional judgement and maintain professional scepticism throughout the audit;
- We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the deliberate override of internal control;
- We obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control;
- We evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made;
- We assess the risk of management override of controls, including testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;
- We review the scope of the Company's compliance with its regulator, the Civil Aviation Authority ("CAA") and accreditation with the International Air Transport Association ("IATA") and sample test relevant documentation to assess this and the effectiveness of its control environment;
- We review the Company's relationships with related parties and other group companies, identifying and disclosing transactions during the year and balances at year-end with such parties;
- We conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the entity to cease to continue as a going concern.


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 9

 
OCEAN HOLIDAYS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OCEAN HOLIDAYS 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.





Ms N A Spoor FCA FCCA (Senior Statutory Auditor)
  
for and on behalf of
White Hart Associates (London) Limited
 
Chartered Accountants and Statutory Auditors
  
2nd Floor, Nucleus House
2 Lower Mortlake Road
Richmond
TW9 2JA

2 October 2024
Page 10

 
OCEAN HOLIDAYS LIMITED
 
 
CONSOLIDATED INCOME STATEMENT
FOR THE PERIOD ENDED 30 APRIL 2024

16 months 30 April 2024
12 months 31 December 2022
Note
£
£

  

Turnover
 4 
99,958,216
100,856,620

Cost of sales
  
(80,460,245)
(88,590,220)

Gross profit
  
19,497,971
12,266,400

Distribution costs
  
(3,871,222)
(3,096,685)

Administrative expenses
  
(16,115,193)
(12,198,071)

Exceptional costs
 13 
(1,521,741)
-

Other operating income
 5 
771,371
3,184,997

Operating (loss)/profit
 6 
(1,238,814)
156,641

Interest receivable and similar income
 10 
15,514
80

Interest payable and similar expenses
 11 
(1,299,968)
(176,888)

Loss before tax
  
(2,523,268)
(20,167)

Tax on loss
 12 
-
6,090,930

(Loss)/profit for the financial period
  
(2,523,268)
6,070,763

(Loss)/profit for the period attributable to:
  

Owners of the parent
  
(2,523,268)
6,070,763

  
(2,523,268)
6,070,763

The notes on pages 22 to 43 form part of these financial statements.

Page 11

 
OCEAN HOLIDAYS LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 APRIL 2024

16 months 30 April 2024
12 months 31 December 2022
Note
£
£


Loss for the financial period

  

(2,523,268)
(6,070,763)

Other comprehensive income
  

Total comprehensive income for the period
  
(2,523,268)
(6,070,763)

(Loss) for the period attributable to:
  


Owners of the parent Company
  
(2,523,268)
(6,070,763)

  
(2,523,268)
(6,070,763)

The notes on pages 22 to 43 form part of these financial statements.

Page 12

 
OCEAN HOLIDAYS LIMITED
REGISTERED NUMBER: 08573713

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2024

30 April
31 December
2024
2022
Note
£
£

Fixed assets
  

Intangible assets
 14 
2,099,949
1,406,961

Tangible assets
 15 
151,662
209,145

  
2,251,611
1,616,106

Current assets
  

Debtors: amounts falling due after more than one year
 17 
6,154,096
6,154,096

Debtors: amounts falling due within one year
 17 
9,531,310
7,906,469

Cash at bank and in hand
 18 
9,558,086
2,103,793

  
25,243,492
16,164,358

Creditors: amounts falling due within one year
 19 
(37,009,897)
(35,306,050)

Net current liabilities
  
 
 
(11,766,405)
 
 
(19,141,692)

Total assets less current liabilities
  
(9,514,794)
(17,525,586)

Creditors: amounts falling due after more than one year
 20 
(13,158,180)
(3,624,120)

  

Net liabilities
  
(22,672,974)
(21,149,706)


Capital and reserves
  

Called up share capital 
 23 
104
100

Share premium account
 24 
999,996
-

Profit and loss account
 24 
(23,673,074)
(21,149,806)

  
(22,672,974)
(21,149,706)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 2 October 2024.




Harry R Hastings
Director

The notes on pages 22 to 43 form part of these financial statements.

Page 13

 
OCEAN HOLIDAYS LIMITED
REGISTERED NUMBER: 08573713

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2024

30 April
31 December
2024
2022
Note
£
£

Fixed assets
  

Intangible assets
 14 
2,099,949
1,406,961

Tangible assets
 15 
151,662
209,145

Investments
 16 
100
100

  
2,251,711
1,616,206

Current assets
  

Debtors: amounts falling due after more than one year
 17 
6,154,096
6,154,096

Debtors: amounts falling due within one year
 17 
9,412,935
7,880,046

Cash at bank and in hand
 18 
9,525,889
1,971,950

  
25,092,920
16,006,092

Creditors: amounts falling due within one year
 19 
(37,009,897)
(35,276,683)

Net current liabilities
  
 
 
(11,916,977)
 
 
(19,270,591)

Total assets less current liabilities
  
(9,665,266)
(17,654,385)

  

Creditors: amounts falling due after more than one year
 20 
(13,158,180)
(3,624,120)

  

Net liabilities
  
(22,823,446)
(21,278,505)


Capital and reserves
  

Called up share capital 
 23 
104
100

Share premium account
 24 
999,996
-

Profit and loss account carried forward
  
(23,823,546)
(21,278,605)

  
(22,823,446)
(21,278,505)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 2 October 2024.


Harry R Hastings
Director

The notes on pages 22 to 43 form part of these financial statements.

Page 14

 
OCEAN HOLIDAYS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 APRIL 2024


Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£

At 1 January 2023
100
-
(21,149,806)
(21,149,706)
(21,149,706)


Comprehensive income for the period

Loss for the period
-
-
(2,523,268)
(2,523,268)
(2,523,268)
Total comprehensive income for the period
-
-
(2,523,268)
(2,523,268)
(2,523,268)


Contributions by and distributions to owners

Shares issued during the period
4
999,996
-
1,000,000
1,000,000


Total transactions with owners
4
999,996
-
1,000,000
1,000,000


At 30 April 2024
104
999,996
(23,673,074)
(22,672,974)
(22,672,974)


The notes on pages 22 to 43 form part of these financial statements.

Page 15

 
OCEAN HOLIDAYS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£

At 1 January 2022
100
(27,220,569)
(27,220,469)
(27,220,469)


Comprehensive income for the year

Profit for the year
-
6,070,763
6,070,763
6,070,763
Total comprehensive income for the year
-
6,070,763
6,070,763
6,070,763


At 31 December 2022
100
(21,149,806)
(21,149,706)
(21,149,706)


The notes on pages 22 to 43 form part of these financial statements.

Page 16

 
OCEAN HOLIDAYS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 APRIL 2024


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

£
£
£
£

At 1 January 2023
100
-
(21,278,605)
(21,278,505)


Comprehensive income for the year

Loss for the period
-
-
(2,544,941)
(2,544,941)
Total comprehensive income for the period
-
-
(2,544,941)
(2,544,941)

Shares issued during the period
4
999,996
-
1,000,000


Total transactions with owners
4
999,996
-
1,000,000


At 30 April 2024
104
999,996
(23,823,546)
(22,823,446)


The notes on pages 22 to 43 form part of these financial statements.

Page 17

 
OCEAN HOLIDAYS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2022
100
(27,260,982)
(27,260,882)


Comprehensive income for the year

Profit for the year
-
5,982,377
5,982,377
Total comprehensive income for the year
-
5,982,377
5,982,377


At 31 December 2022
100
(21,278,605)
(21,278,505)


The notes on pages 22 to 43 form part of these financial statements.

Page 18

 
OCEAN HOLIDAYS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 APRIL 2024

30 April
31 December
2024
2022
£
£

Cash flows from operating activities

Loss for the financial period
(2,523,268)
6,070,763

Adjustments for:

Amortisation of intangible assets
741,403
355,500

Depreciation of tangible assets
78,139
77,262

Interest paid
1,299,968
176,888

Interest received
(15,514)
(80)

Taxation charge
-
(6,090,930)

(Increase)/decrease in debtors
(1,538,928)
2,389,652

Increase/(decrease) in creditors
3,777,005
(7,002,087)

Corporation tax received
73,241
156,198

Net fair value (gains)/losses recognised in P&L
(108,669)
72,216

Net cash generated from operating activities

1,783,377
(3,794,618)

Cash flows from investing activities

Purchase of intangible fixed assets
(1,434,392)
(779,379)

Purchase of tangible fixed assets
(20,655)
(65,133)

Interest received
15,514
80

Net cash from investing activities

(1,439,533)
(844,432)
Page 19

 
OCEAN HOLIDAYS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024

30 April
31 December

2024
2022

£
£



Cash flows from financing activities

Issue of ordinary shares
1,000,000
-

Repayment of loans
(933,333)
(1,250,000)

Other loans
7,500,000
-

Interest paid
(456,218)
(176,888)

Net cash used in financing activities
7,110,449
(1,426,888)

Net increase/(decrease) in cash and cash equivalents
7,454,293
(6,065,938)

Cash and cash equivalents at beginning of period
2,103,793
8,169,731

Cash and cash equivalents at the end of period
9,558,086
2,103,793


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
9,558,086
2,103,793

9,558,086
2,103,793


The notes on pages 22 to 43 form part of these financial statements.

Page 20

 
OCEAN HOLIDAYS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 30 APRIL 2024





At 1 January 2023
Cash flows
Other non-cash changes
At 30 April 2024
£

£

£

£

Cash at bank and in hand

2,103,793

7,454,293

-

9,558,086

Debt due after 1 year

(1,075,000)

(7,818,750)

-

(8,893,750)

Debt due within 1 year

(700,000)

408,333

-

(291,667)

Liquid investments

-

320,756

(248,903)

71,853


328,793
364,632
(248,903)
444,522

The notes on pages 22 to 43 form part of these financial statements.

Page 21

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

1.


General information

Ocean Holidays Limited is a private company limited by shares and incorporated in England under registered number 08573713. Its registered office is at Floor 9, North House, St. Edwards Way, Romford, Essex, RM1 3AE.

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.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Income Statement from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2015.

Page 22

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.3

Going concern

The Company is the ultimate parent of the Group, therefore the going concern assessment for the Company was performed as part of the group’s assessment.  
The Company is the main trading entity and is a tour operator. The Company has an Air Travel Organisers Licence ("ATOL") which is renewed annually. The Company is reliant on renewing this licence in order to continue as a going concern. During the period, the Company raised £7,500,000 in convertible loan notes and a further £1,000,000 in share capital. This fund raise was to replace the liquidity gap caused by the 3 year interruption in trade and losses caused by the pandemic. This has lead to an improved liquidity and level of unrestricted cash.  However, the Group sustained losses of £2.5m  in the period due partly to exceptional costs, not predicted in budgets or forecasts in place.  
On 30 Septmeber 2024, the Company renewed its ATOL for a six month period until 31 March 2025. The Company would need to renew its ATOL on 31 March 2024 to remain a going concern. The directors expect that the measures they have put in place will ensure the ability to continue selling flight packages after 1 April 2025 by utilising the CAA's Accredited Body membership scheme.
The Group’s management and directors review the financial position and the forecasts for the Group on a regular basis, to ensure they are in a position to react to and mitigate the financial impact from any downturn in trading.  However, some of the exceptional costs could not be controlled or mitigated. The directors have made an assessment of the Group’s ability to continue as a going concern, and have considered a number of future scenarios, synthesizing key drivers of the Group’s trading performance, including consumer demand, post balance sheet trading, booking trajectory, and impact from both financial and geopolitical instability.  The market has improved significantly and there is a return to pre-pandemic booking patterns. However, economic uncertainty from interest rates and a new UK government means the Group remains in a volatile environment. 
Having considered the plausible scenarios, the directors have a reasonable expectation that the Group is capable of continuing to trade in the current environment for the foreseeable future, being a period of at least 12 months from the date of signing these financial statements. The directors have reviewed in detail the cost base and will continue to do so, ensuring it is as efficient as possible.  They are continuing to approach marketing spend cautiously, without impacting future bookings, by utilising online marketing more with a lower spend on more expensive print media. The Group has invested in its technology structure and continues to do so.
The directors believe that the Group is in a good position to move forward, and they have taken, and will continue to take, all commercially reasonable steps to mitigate the impact of the current environment on the Group’s ability to continue as a going concern. 

 
2.4

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.

Turnover represents the holiday and travel arrangement sales, recognised on the date of departure basis.


Page 23

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.5

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.

 The estimated useful lives range as follows:

Development expenditure
-
Over 3 & 5 years

 
2.6

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, as per table below.


Short-term leasehold property
-
Over the lease term
Plant and machinery
-
15% reducing balance & 33% straight line

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.

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

A list of investments in subsidiaries, including the name, country of incorporation, and proportion of ownership interest, is given in note 16.
The financial statements of the company's wholly owed subsidiary have been exempted from audit under section s479C of the Companies Act 2006 by way of parent guarantee from Ocean Holidays Limited.

 
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.

Page 24

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
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.

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.

 
2.10

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The
Page 25

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

2.Accounting policies (continued)


2.10
Financial instruments (continued)

impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

 
2.11

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.

Page 26

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.12

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.

 
2.13

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.

 
2.14

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.

 
2.15

Interest income

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

 
2.16

Borrowing costs

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

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 27

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.18

Current and deferred taxation

The tax expense for the period 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; 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.

 
2.19

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.20

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 28

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
a) Critical judgments in applying the Group's accounting policies
The directors believe that there are no critical judgments involved in applying the Group's accounting policies that warrant disclosure.
b) Key accounting estimates and assumptions
The directors believe that there are no key accounting estimates and assumptions involved in applying the Group's accounting policies that warrant disclosure.


4.


Turnover

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


16 months 30 Apil 2024
12 months 31 December 2022
£
£

Activity - tour operator & travel agency
99,958,216
100,856,620

99,958,216
100,856,620


16 months 30 April 2024
12 months 31 December 2022
£
£

United Kingdom
99,958,216
100,856,620

99,958,216
100,856,620


All turnover arose within the United Kingdom.

Page 29

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

5.


Other operating income

16 months 30 April  2024
12 months 31 December 2022
£
£

Other operating income
754,529
960,387

Foreign exchange difference
16,842
2,224,610

771,371
3,184,997



6.


Operating (loss)/profit

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

16 months 30 April 2024
12 months 31 December 2022
£
£

Depreciation of tangible fixed assets
78,139
77,262

Amortisation of intangible assets
741,403
355,500

Fees payable to the Group's auditor for the audit of  the Group's annual financial statements
45,000
29,000

Exchange differences
(16,842)
(2,224,610)

Other operating lease rentals
374,221
294,983

Defined contribution pension cost
170,419
124,277


7.


Auditors' remuneration

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


16 months 30 April 2024
12 months 31 December 2022
£
£

Fees payable to the Group's auditors for the audit of the consolidated and Company's financial statements
45,000
29,000

Fees payable to the Group's auditors for non-audit work
55,679
45,579

Page 30

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

8.


Employees

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


Group
30 April
Group
31 December
Company
30 April
Company
31 December
2024
2022
2024
2022
£
£
£
£


Wages and salaries
9,436,623
7,667,819
9,436,623
7,667,819

Social security costs
947,360
716,484
947,360
716,484

Cost of defined contribution scheme
170,419
124,277
170,419
124,277

10,554,402
8,508,580
10,554,402
8,508,580


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



Group
Group
Company
Company
    30 April 2024
  31 December 2022
    30 April 2024
  31 December 2022
            No.
            No.
            No.
            No.









Administration
67
25
67
25



Distribution
56
24
56
24



Sales
52
94
52
94

175
143
175
143


9.


Directors' remuneration

16 months 30 April 2024
12 months 31 December 2022
£
£

Directors' emoluments
726,029
475,441

726,029
475,441


The highest paid director received remuneration of £187,500 (2022 - £152,486).

Page 31

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

10.


Interest receivable

16 months 30 April 2024
12 months 31 December 2022
£
£


Other interest receivable
15,514
80

15,514
80


11.


Interest payable and similar expenses

16 months 30 April 2024
12 months 31 December 2022
£
£


Bank interest payable
86,874
86,470

Other interest payable
1,213,094
90,418

1,299,968
176,888


12.


Taxation


16 months 30 April 2024
12 months 31 December 2022
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
-
(6,090,930)

Total deferred tax
-
(6,090,930)


Taxation on profit/(loss) on ordinary activities
-
(6,090,930)
Page 32

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024
 
12.Taxation (continued)


Factors affecting tax charge for the period/year

The tax assessed for the period/year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

16 months 30 April 2024
12 months 31 December 2022
£
£


Loss on ordinary activities before tax
(2,523,268)
(20,167)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
(630,817)
(3,832)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
22,549
82,518

Capital allowances for period/year in excess of depreciation
(124,862)
(202,609)

Utilisation of tax losses
(3,879)
-

Deferred tax
-
(6,090,930)

Unrelieved tax losses carried forward
738,549
-

Other differences leading to an increase (decrease) in the tax charge
(1,540)
123,923

Total tax charge for the period/year
-
(6,090,930)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 33

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

13.


Exceptional items

16 months 30 April 2024
12 months 31 December 2022
£
£


Margin losses due to Covid-19 pandemic
668,917
-

Staff redundancies
124,870
-

Legal and professional costs related to financing
70,770
-

Staffing costs related to Covid-19 pandemic
657,184
-

1,521,741
-


14.


Intangible assets

Group and Company







Development expenditure

£



Cost


At 1 January 2023
3,519,203


Additions
1,434,392



At 30 April 2024

4,953,595



Amortisation


At 1 January 2023
2,112,242


Charge for the period on owned assets
741,404



At 30 April 2024

2,853,646



Net book value



At 30 April 2024
2,099,949



At 31 December 2022
1,406,961



Page 34

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

15.


Tangible fixed assets

Group and Company








Short-term leasehold property
Plant and machinery
Motor vehicles
Total

£
£
£
£



Cost or valuation


At 1 January 2023
52,143
560,288
34,341
646,772


Additions
-
20,655
-
20,655



At 30 April 2024

52,143
580,943
34,341
667,427



Depreciation


At 1 January 2023
32,806
400,528
4,293
437,627


Charge for the period on owned assets
6,952
59,740
11,446
78,138



At 30 April 2024

39,758
460,268
15,739
515,765



Net book value



At 30 April 2024
12,385
120,675
18,602
151,662



At 31 December 2022
19,337
159,760
30,048
209,145




The net book value of land and buildings may be further analysed as follows:


30 April
31 December
2024
2022
£
£

Short leasehold
12,385
19,337

12,385
19,337


Page 35

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

16.


Fixed asset investments

Company








Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
100



At 30 April 2024
100





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Ocean Flights Limited
As per parent company
Ordinary
100%

The aggregate of the share capital and reserves as at 30 April 2024 and the profit or loss for the period ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit

Ocean Flights Limited
150,572
21,673

The financial statements for the year ended 30 April 2024 of Ocean Flights Limited have been exempted from audit under s479C of Companies Act 2006 by way of parent guarantee from Ocean Holidays Limited.

Page 36

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

17.


Debtors

Group
30 April
Group
31 December
Company
30 April
Company
31 December
2024
2022
2024
2022
£
£
£
£

Due after more than one year

Other debtors
263,648
263,648
263,648
263,648

Deferred tax asset
5,890,448
5,890,448
5,890,448
5,890,448

6,154,096
6,154,096
6,154,096
6,154,096


Group

30 April
Group
31 December
Company

30 April
Company
31 December
2024
2022
2024
2022
£
£
£
£

Due within one year

Trade debtors
901,149
819,810
901,149
819,810

Amounts owed by group undertakings
-
-
303,699
48,189

Other debtors
2,964,412
1,807,014
2,964,412
1,807,014

Prepayments and accrued income
4,500,396
4,186,145
4,078,322
4,111,533

Deferred taxation
1,093,500
1,093,500
1,093,500
1,093,500

Financial instruments
71,853
-
71,853
-

9,531,310
7,906,469
9,412,935
7,880,046


Page 37

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

18.


Cash and cash equivalents

Group
30 April
Group
31 December
Company
30 April
Company
31 December
2024
2022
2024
2022
£
£
£
£

Cash at bank and in hand
9,558,086
2,103,793
9,525,889
1,971,950

9,558,086
2,103,793
9,525,889
1,971,950


The Company is a member of The Travel Network Group (TTNG) and utilises the TTNG trust structure in order to protect consumer funds in accordance with the Package Travel Regulations and ATOL Regulations. 
As at 30 April 2024, the sum of £6,011,997 (31 December 2022: £659,538) was held in the TTNG consumer trust account to be released in accordance with  the set of rules agreed with TTNG and the CAA and is included in cash at bank and in hand above. 


19.


Creditors: Amounts falling due within one year

Group
30 April
Group
31 December
Company
30 April
Company
31 December
2024
2022
2024
2022
£
£
£
£

Bank loans
291,667
700,000
291,667
700,000

Trade creditors
2,877,972
8,637,469
2,877,972
8,608,102

Corporation tax
350,500
263,648
350,500
263,648

Other taxation and social security
402,945
715,530
402,945
715,530

Other creditors
1,087,089
1,300,345
1,087,089
1,300,345

Accruals and deferred income
31,999,724
23,652,242
31,999,724
23,652,242

Financial instruments
-
36,816
-
36,816

37,009,897
35,306,050
37,009,897
35,276,683


Included in accruals and deferred income is the sum of £31,840,936 (31 December 2022: £23,295,143) of customer monies received in advance for departures in the next 12 months up to 30 April 2025. 

Page 38

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

20.


Creditors: Amounts falling due after more than one year

Group
30 April
Group
31 December
Company
30 April
Company
31 December
2024
2022
2024
2022
£
£
£
£

Bank loans - CBILS ( see note 21)
-
525,000
-
525,000

Convertible loan notes and subordinated loans
8,893,750
550,000
8,893,750
550,000

Other creditors
-
175,520
-
175,520

Accruals and deferred income
4,264,430
2,373,600
4,264,430
2,373,600

13,158,180
3,624,120
13,158,180
3,624,120


Included in accruals and deferred income is the sum of £4,264,430 (31 December 2022: £2,373,600) of customer monies received in advance for departures post 30 April 2025.
Total advance cash received for departures post 30 April 2024 is £36,082,666 (31 December 2022: £25,668,743).
Further details of the  loans are provided in Note 21 of these financial statements.



Page 39

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

21.


Loans


Analysis of the maturity of loans is given below:


Group
30 April
Group
31 December
Company
30 April
Company
31 December
2024
2022
2024
2022
£
£
£
£

Amounts falling due within one year

Bank loans -CBILS
291,667
700,000
291,667
700,000


291,667
700,000
291,667
700,000

Amounts falling due 1-2 years

Bank loans - CBILS
-
525,000
-
525,000

Convertible loan notes and subordinated loans
8,893,750
550,000
8,893,750
550,000


8,893,750
1,075,000
8,893,750
1,075,000

Amounts falling due 2-5 years


9,185,417
1,775,000
9,185,417
1,775,000


The Coronavirus business interruption loan is funded by Barclays Bank Plc under the Coronavirus Business Loan Scheme (CBILS). The loan is for a term of 4 years, with no capital repayments for the first 12 months. There is also no interest payable for the first 12 months, with a rate of 3.65% per annum charged thereafter.
Other loans include £550,000 of shareholders loans which are subject to a deed of subordination in favour of the CAA in relation to the Company’s ATOL and cannot be repaid without the CAA's prior written consent.
The £7,500,000 convertible loan notes issued in August 2023, which mature in August 2026 can be converted into fully paid up Ordinary shares on the earlier of the following events:
1) Fund raising/refinance;
2) 36 month anniversary of loan note instrument dated 3 August 2023; and
3) Change of control.
Untill the loan notes are repaid, converted or redeemed in accordance with the conditions, interest on the loan notes will accurue at a rate of 15% per annum compounded annually. Interest is satisfied in Payment in Kind (PIK) notes until the conversion date. Included in the creditors due over 1 year is accrued interest totalling £843,750 in relation to loan  notes.
Interest of £51,444 (31 December 2022: £55,000) was paid on the subordinated loans in the 16 months period to 30 April 2024
.

Page 40

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

22.


Deferred taxation


Group and Company



30 April 2024
31 December 2022


£

£






At beginning of year
6,983,948
893,018


Charged to profit and loss
-
6,090,930



At end of year
6,983,948
6,983,948

Group
30 April
Group
31 December
Company
30 April
Company
31 December
2024
2022
2024
2022
£
£
£
£

Accelerated capital allowances
(340,170)
(340,170)
(340,170)
(340,170)

Tax losses carried forward
7,324,118
7,324,118
7,324,118
7,324,118

6,983,948
6,983,948
6,983,948
6,983,948


23.


Share capital

30 April
31 December
2024
2022
£
£
Allotted, called up and fully paid



104,166 (2022 - 100) Ordinary shares of £0.001 each (2022 - £1 each)
104
100

All shares have equal rankings with respect to voting, dividends and distributions.


On 19 September 2023, the Company sub-divided the existing 100 Ordinary £1 shares into 100,000 Ordinary £0.001p shares. On the same date the Company issued 4,166 Ordinary  £0.001p shares for £1 million representing 4% of the issued equity in the Company.

Page 41

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

24.


Reserves

Share premium account

Share premium is the amount by which the amount received by the Company for a share issue exceeds its nominal value.

Profit and loss account

The profit and loss account represents the net distributable reserves of the Group and the Company at the date of the statement of financial position.


25.


Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension charge represents contributions payable by the Group to the fund and amounted to £170,419 (12 months to 31 December 2022: £124,277). Contributions totalling £25,501 (31 December 2022: £ Nil) were payable to the fund at the reporting date and are included in creditors.


26.


Commitments under operating leases

At 30 April 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
30 April
Group
31 December
Company
30 April
Company
31 December
2024
2022
2024
2022
£
£
£
£

Not later than 1 year
128,688
128,688
128,688
128,688

Later than 1 year and not later than 5 years
169,939
313,317
169,939
313,317

298,627
442,005
298,627
442,005


27.


Cash at bank

The Company is a member of The Travel Network Group (TTNG) and utilises the TTNG trust structure in order to protect consumer funds in accordance with the Package Travel Regulations and ATOL Regulations.  
As at 30 April 2024, the sum of £6,011,997 (31 December 2022: £659,538) was held in the TTNG consumer trust account to be released in accordance with a set of rules agreed with TTNG and CAA. The Group's cash balances as at 30 April 2024 were as follows:
Unrestricted Cash - £3,546,089
Restricted Cash - £6,011,997
Total Cash - £9,558,086

Page 42

 
OCEAN HOLIDAYS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

28.


Mortgages and charges

In relation to any indebtedness to Barclays Bank Plc, there is a fixed and floating charge in favour of Barclays Bank Plc registered at Companies House, created on 6 December 2018.


29.


BSP outstanding

As at 30 April 2024, an amount totalling £45,333 (31 December 2022: £322) was payable to International Air Transport Association (IATA) for tickets issued in the month of April 2024.


30.


Related party transactions

Mr H R Hastings - a director and shareholder. Amount owed by the related party at 30 April 2024 due to loan and personal travel, included in debtors due within one year, was £349,255 (31 December 2022:  £165,237).
Mr David J Ox - a director and shareholder. Amount owed by the related party at 30 April 2024  due to loan and personal travel, included in debtors due within one year, was £314,867 (31 December 2022 £184,469).
  
Mr G H Hastings - a director and shareholder. Amount owed by the related party at 30 April 2024 due to loan and personal travel, included in debtors due within one year, was £8,365 (31 December 2022: £20,429).
Mr Daniel J Ox - a director and shareholder. Amount owed by the related party at 30 April 2024 due to loan and personal travel, included in debtors due within one year, was £59,888 (31 December 2022: £104,900).
 
Ocean Holidays LLC - incorporated in Florida USA - a US corporation under common ownership and control. Call centre charges for the period amounted to £805,096 (31 December 2022: £673,750).


31.


Controlling party

In the opinion of the directors there is no ultimate controlling party.      

 
Page 43