Registered number:
FOR THE YEAR ENDED 30 APRIL 2024
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ROL CRUISE HOLDINGS LIMITED
COMPANY INFORMATION
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ROL CRUISE HOLDINGS LIMITED
CONTENTS
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ROL CRUISE HOLDINGS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024
Introduction
The directors present the Group’s strategic report together with the audited financial statements for the year ended 30 April 2024, together with the comparative period for the year ended 30 April 2023. The principal activity of the Group continued to be that of cruise specialists, both as agents and tour operators, to the consumer market. Business review The Group continued in its full recovery from the Covid-19 pandemic with a strong set of financial results, capitalising on the growth in the cruise sector where, aside from some travel disruption because of conflicts in Ukraine and Palestine, destinations across the world opened for tourism in general. The most recent cruise industry report from the Cruise Lines International Association (CLIA), revealed a total of 2.3m cruise holidays were taken in the UK and Ireland in the calendar year 2023, an increase of circa 0.6m, or 35%, against the prior year 1.7m. The Mediterranean remains the number one destination for cruise travellers at 35%, followed by Northern Europe at 29%, the Caribbean at 12%, and the rest of the world at 24%. Future developments The Group continues to make investments in its digital strategy with a year-on-year growth in post-distribution profit of 15%. This has enabled the Group to maintain a 41% cost of acquisition when measured against gross profit, compared to 45% as it was in the pre-covid FY19. Further development of the front and back-office systems is envisaged in the year ahead, with associated improvements to the Group’s internal reporting through its data warehouse. Many of the Group’s key performance indicators are now monitored daily, enabling management to react quickly to market changes, both in terms of commercial opportunity and fluctuations in consumer demand Further developments of the CRM are also planned in the year-ahead and, with the capture of a client’s specific travelling preferences, will enable a more focused and tactical approach of the Group’s marketing campaigns resulting in potential reductions in the cost of acquisition. Key performance indicators The Group uses key measurements including TTV per passenger and booking and gross margin to measure performance, as well as concentration by supplier. The Group constantly reviews its return on marketing investment across all distribution channels including press, database and digital and is conversant to reacting dynamically to any material changes affecting post-distribution profit. Key areas of the business, including sales and marketing, are assessed each month against specific targets. In addition to the principal revenue measurements, management also regularly assess the rate of booking transfer over cancellation and monitor daily cash performance and liquidity.
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ROL CRUISE HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
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ROL CRUISE HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
The Group is reliant on information technology and has a dedicated IT team to service the daily needs of the business, as well as further enhancing the front and back-office systems and associated reporting. This has enabled the Group to maximise the efficiency of the operational procedures and will continue to be a key focus for the business in the coming years. A fully documented disaster recovery plan is in place, including off- site data backup.
The principal risks faced by the business are as follows: Credit risk The Group's credit risk is primarily only attributable to customer receivables for future departures, and therefore has no concentration of credit risk. The financial statements incorporate a provision for cancellations arising from future departures, and this is reviewed periodically by the Directors. Cash flow risk The Group has comprehensive daily financial reporting in place. Cashflow, as well as profitability, is reviewed daily against both forecast and prior periods. Any adverse variances are highlighted for management review. At the outturn of the year cash-at-bank was £27.8m, an increase of £3.3m against the prior year £24.5m. Of the £27.8m, a total of £9.2m was held in escrow in accordance with the Group’s ATOL licensing conditions which require 70% of all customer monies collected to be placed in escrow until departure. Travel industry disruption risk The occurrence of one or more natural disasters, such as hurricanes or earthquakes, and geo-political events, such as civil unrest, could adversely affect our business performance. These events, should they arise, would have a direct impact on our supply partners and cruise lines who may be forced to make last-minute changes to their itineraries or possibly full re-deployments. The Group has a team of experienced staff to deal with those potential scenarios, to minimise both the disruption caused to its' clients and the cost to the business. During Covid-19, the Group adapted rapidly to the demands upon it following the initial suspension in international cruising in March 2020 and was successful in transferring a significant number of customers to later departures in 2022, 2023 and 2024.
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ROL CRUISE HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
Large companies must publish a statement setting out how their Directors have complied with Section 172(1) of the Companies Act 2006. This requires Directors to act in the way they consider would most likely promote the success of the Group for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
• the likely consequences of any decisions in the long term. • the interests of the Group's employees. • the need to foster the Group's business relationships with suppliers, customers and others. • the impact of the Group's operations on the community and environment. • the desirability of the Group maintaining a reputation for high standards of business conduct; and, • the need to act fairly between members of the Group. The following disclosure describes how the Directors have had regard to the matters set out in Section 172(1)(a) to (f) and forms the Directors' statement under section 414CZA of The Companies Act 2006. The Directors consider, both individually and collectively, that we have acted in the way we consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in section 172(1)(a-f) of the Companies Act 2006) in the decisions taken during the year ended 30 April 2024. Decision-making at the Board The Board consists of experienced Directors who bring considerable experience and perspective to the decision making process. The responsibilities of the Board are set out in the Group's Articles of Association. The Board meets on a regular basis and all matters in which the Board is required to reach a decision are presented at Board meetings. Supporting papers setting out to the Directors the relevant key facts are also provided. The papers also describe any potential short-term and long-term impacts and risks for the Group, its clients, employees, shareholders and other stakeholders including suppliers, the community and environment, and how these are to be managed. Employees The Directors consider its employees to be a primary stakeholder in the business and strive to retain and motivate all employees as well as attracting high quality new talent. The culture is to be supportive and actively recognise efforts, ensuring employees feel they are making an impact doing fulfilling work, as well as encouraging people to grow and develop. The Group has a strong focus on employee engagement and HR strategy and seek to develop a workplace that employees enjoy being a part of. The wellbeing of employees is very important, and integrating work and family life, as well as taking care of oneself and giving back to the community are all encouraged. Diversity and equal opportunity are of great importance to the Group where we believe it's the only way to ensure everyone can reach their full potential. We are proud of our inclusive culture and the part it plays in attracting and retaining a talented workforce with real passion for delivering extraordinary service. Clients Our clients are at the heart of what we do. The Group's ethos in providing superlative levels of customer service can be evidenced through Feefo, Google and Trust Pilot with ratings of 4.7/5. The Group’s Feefo rating is also classified as platinum due to the consistency of the rating. Our travel consultants have many years of travel industry experience, and we support the enhancement of their knowledge through tailored training courses working in conjunction with our cruise line partners. Our clients’ experiences are closely monitored through feedback, and we have dedicated customer support and care teams to ensure the highest levels of customer satisfaction are maintained.
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ROL CRUISE HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
Environment We work hard to reduce the carbon footprint of our business. The Group continues to prioritise sustainability in all activities and processes. The Group uses solar energy to assist in the offsetting of its carbon footprint and in the year under review has installed electric vehicle charging points for its employees and visitors. The Group has adopted a tree planting initiative where one tree is planted for each travel booking made. High standards of business conduct The Board set out to behave in a responsible manner, operating with the highest standards of business conduct and good governance, ensuring that risks are identified and minimised, and that the business has the resource and ability to continue to provide the highest quality service to its clients even when unexpected situations arise, such as the recent Covid-19 pandemic. We work closely and collaboratively with our service providers, including cruise lines, airline consolidators, transport services, and suppliers, including our technology partners, developing a partnership approach to foster sound commercial relationships that ultimately benefit our clients.
This report was approved by the board and signed on its behalf.
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ROL CRUISE HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024
The directors present their report and the financial statements for the year ended 30 April 2024.
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 judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙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 2006. They 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 profit for the year, after taxation, amounted to £3,809,011 (2023 - £3,070,684).
The directors have recommended a dividend amounting to £2,109,633 (2022: £Nil) for the financial year.
The directors who served during the year were:
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ROL CRUISE HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
The Group has made qualifying third-party indemnity provisions for the benefit of directors and officers of the Group which were made during the year and exist at the date of this report.
Employment of disabled persons The Group is committed to a policy of recruitment and promotion on the basis of aptitude and ability without discrimination of any kind. Management actively pursues both the employment of disabled persons whenever a suitable vacancy arises and the continued employment and retraining of employees who become disabled whilst employed by the Group. Particular attention is paid to the training, career development and promotion of employees who are disabled with a view to encouraging them to play an active role in the development of the Group. Employee engagement The Group is committed to engaging employees in the performance and direction of the Group. Through the Group's performance development plans and incentive schemes, employees' objectives are closely aligned to those of the Group. Management is committed to having the industry leading training programme and has continued to invest in bespoke training. The unique training and awards scheme continues to show significant benefits for the Group. Staff retention is a key strategy for the business and the awards scheme has further enhanced employee knowledge and expertise. Positive feedback has been received from both clients and suppliers alike, and the Directors are confident that this ongoing initiative will enable the business to retain and develop its status as a recognised cruise specialist within the industry. In addition to the training scheme, ROL Cruise Holdings has granted certain senior management and employees within the Group with share options under the umbrella of The ROL Cruise Holdings Employee and Executive Share Schemes. As with many companies emerging from the Pandemic, staff recruitment and retention are a key challenge and focus for the Business. Staff engagement, motivation and financial rewards are all pivotal in supporting retention and have underpinned the solid performance of the business as it emerged from the aftermath of the Pandemic.
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ROL CRUISE HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
The directors have prioritised fair and transparent dealings, timely payments, and open communication with suppliers. The directors have encouraged customer centricity, responsiveness, and a focus on customer satisfaction. They have assessed potential synergies, evaluated market opportunities, and negotiated mutually beneficial agreements.
Corporate social responsibility The Group is committed to operating to the highest ethical standards; this includes all of its dealings with customers, employees, shareholders and other stakeholders. Streamlined Energy and Carbon Reporting ('SECR') The Group is committed to reducing the energy consumption and carbon impact of its business. The following has been prepared under the SECR requirements :
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ROL CRUISE HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
As permitted by paragraph 1A of Schedule 7 to the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008, certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Strategic Report on pages 1-5. These matters relate to the principal activity, financial risk management objectives and policies, exposure to certain risks, future developments in the business and post balance sheet events.
Research and development activities The Group continues to invest in research and development, particularly in relation to its software applications. The directors recognise that continued investment in research and development is essential to the long-term success and growth of the business.
There have been no significant events affecting the Group since the year end.
The auditors, Xeinadin Audit Limited, will be proposed for reappointment, in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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ROL CRUISE HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROL CRUISE HOLDINGS LIMITED
We have audited the financial statements of ROL Cruise Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 April 2024, which comprise 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 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).
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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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ROL CRUISE HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROL CRUISE HOLDINGS LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
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ROL CRUISE HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROL CRUISE HOLDINGS LIMITED (CONTINUED)
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.
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ROL CRUISE HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROL CRUISE HOLDINGS LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙Enquiry of management and those charged with governance around actual and potential litigation and claims;
∙Reviewing minutes of meetings of meetings of those charged with governance;
∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
∙Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Group is subject to many other laws and regulations where the consequence of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance the imposition of fines or litigation or the loss of the Group's license to operate. We identified the following areas as those most likely to have such an effect: health and safety including data protection laws, employment law, ABTA and CAA compliance recognising the nature of the Group’s activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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ROL CRUISE HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROL CRUISE HOLDINGS LIMITED (CONTINUED)
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.
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.
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 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.
for and on behalf of
Chartered Accountants & Statutory Auditors
8th Floor
Becket House
36 Old Jewry
EC2R 8DD
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ROL CRUISE HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2024
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ROL CRUISE HOLDINGS LIMITED
REGISTERED NUMBER: 08704999
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2024
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ROL CRUISE HOLDINGS LIMITED
REGISTERED NUMBER: 08704999
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 APRIL 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 25 to 45 form part of these financial statements.
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ROL CRUISE HOLDINGS LIMITED
REGISTERED NUMBER: 08704999
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 25 to 45 form part of these financial statements.
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ROL CRUISE HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
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ROL CRUISE HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023
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ROL CRUISE HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
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ROL CRUISE HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023
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ROL CRUISE HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2024
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ROL CRUISE HOLDINGS LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 APRIL 2024
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
ROL Cruise Holdings is a private company limited by shares incorporated in England and Wales. The address of the registered office is given on the Company Information page of these financial statements.
The nature of the Group's operations and principal activities are recorded in the Strategic Report.
2.Accounting policies
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 judgement 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 Statement of comprehensive income in these financial statements.
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 statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
2.Accounting policies (continued)
The Group’s business activities, together with the factors likely to affect its future trading performance are set out in the Strategic report on pages 1 to 3.
Business was interrupted from March 2020, due to the Covid-19 pandemic, but has now returned to a normal operating environment, notwithstanding the ongoing conflicts in both Ukraine and Palestine which have led to itinerary changes from a number of cruise lines, but a very low level of cancellations which have had no material impact on profitability in the year. The market in which the Group operates generally out performs travel as a whole with a 33% growth in UK and Ireland travellers in 2023. With the significant investment in new cruise ships, the market is projected to grown in 2024 by 4.4%, and the Group remains in a strong position to capitalise on that growth. With pre-tax profit at a record £7.4m, the financial projections for FY25 assume a modest increase, with the first two months of trading in the new year up against the forecast and broadly in line with the prior year. In order to offer air inclusive package holidays, the Group requires the annual renewal by the CAA of its ATOL licence. The CAA grants this license on the basis of meeting agreed financial criteria and renews this in September (effective 1st October) each year. The Group has complied with these requirements in previous years. In granting the licence in Oct-21 the Group agreed with the CAA for the operation of an Escrow Account applying to all new air inclusive bookings from that date. Given that agreement, and the improving financial position for the business as set out above, the Group does not envisage any issues in the granting of a new licence from Oct-24. The Group is a member of ABTA and requires this membership to protect consumer cash for retail bookings through a scheme of bonding. The basis upon which bonding is to be calculated has now largely reverted to the pre-Covid basis of assessment and consequently the Group does not foresee any issues in securing the required level of bonding. The Directors have prepared a cash flow forecast for a period of 12 months for the date of approval of these financial statements. The forecast assumes a relatively modest increase in activity over and above FY24, with cancellations reverting to pre-Covid levels, and indicates that the Business will have adequate financial resources to meet its liabilities as they fall due. Given this position, and the results across the first two months of FY25, the Directors consider it appropriate to prepare the financial statements on a going concern basis.
Provision is made for liabilities arising in respect of expected cancellations and other margin dilution on holidays booked during the year but not yet departed (see note 3).
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Income statement over its useful economic life. Other intangible assets Intangible assets are stated at cost less accumulated amortisation and any accumulated impairment losses. Capitalised software development costs are amortised over the period in which the company expects to benefit from the use of the product developed but not exceeding ten years. The directors assess the useful life of the intangible assets at a rate of 20% reducing balance. The useful life and the value of the capitalised development costs are assessed for impairment at least annually. The value is written down immediately if impairment has occurred and the unimpaired cost amortised over the reduced useful life.
Depreciation is provided on the following basis:
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 the Statement of comprehensive income.
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
2.Accounting policies (continued)
Cash is represented by cash in hand, monies held in Escrow 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
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
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.
Functional and presentation currency
Transactions and balances
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The cost of cruise miles are treated as a cost of sale, with an accrual equal to the estimated fair value of the miles issued recognised when the original transaction occurs. On redemption, the cost of the redemption is offset against the accrual.
The Company has granted share options to certain executives and employees. These options must be measured at fair value and recognised as an expense in the profit and loss account with a corresponding increase in shareholders’ funds. The fair value of the options has been estimated at the date of grant using the Black-Scholes option-pricing model. The fair value will be charged as an expense in the profit and loss account over the vesting period. The charge is adjusted each year to reflect the expected and actual level of vesting. The credit entry is contained within a separate reserve called Share-Based Payment Reserve in the company’s reserves and is shown in the Movement in Shareholders’ Funds.
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
2.Accounting policies (continued)
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
The estimates and associated assumptions are based on historical experience and other factors that are recognised 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 statement of comprehensive income in the period in which the estimate is revised where the revision affects only that period, or in the period of revision and future periods where the revision affects both current and future periods. Critical judgements The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements. Cancellation provision Cancellations have now reverted to their pre-Covid level and are broadly a by-product of the income recognition on a booking date basis. Accordingly, the Directors have calculated a provision based on the full value of future departures and then applied an assessment of the potential dilution in gross transactional turnover and gross profit. Cruise miles In formulating a provision for the estimated value of earnt discounts that will subsequently be redeemed, management makes judgements that are based on historic redemption data. Key sources of estimation uncertainty The directors are of the view that there are no estimates or assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.
The whole of the turnover is attributable to the prinicipal activity which continued to be that of cruise specialists, both as agents and tour operators, to the consumer market.
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
11.Taxation (continued)
There were no factors that may affect future tax charges.
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
Employee Share Trust
The Company is the settler and sponsor of The ROL Cruise Holdings Employees’ Share Trust, a discretionary trust which was executed as a trust deed on 15th July, 2016. Since that time, for accounting purposes, the Company has had de facto control of the assets and liabilities of the trust and, consequently, the assets and liabilities of the trust are recognised in the Company accounts. The policy is that consideration paid or received by the trust in respect of Company shares is shown in the Movement of Shareholders’ Funds. During the year, the trust did not enter into any transactions with shareholders for the purchase of either Ordinary A Shares (2023 – nil) or Ordinary B Shares (2023 – nil) or Ordinary C Shares (2023 – nil) for which the trust paid a total consideration of £nil (2023 - £nil) to shareholders with funds that were settled into the trust by the Company. As a consequence of the purchase of shares from existing shareholders over previous financial years, the trust is the owner of 28.07% of the issued share capital of the Company.
Share-based payments for employee share schemes
During the year, there were no grants of option under either the Executive Share Option Scheme or the Employee Share Option Scheme.
The expected exercise profile for the executive scheme, as allowed by the share option contract, is as follows:
(1) In relation to 25% of the shares over which any given option has been granted, the executive can exercise from the second anniversary of the date of grant; (2) In relation to a further 25% of the shares over which any given option has been granted, the executive can exercise from the third anniversary of the date of grant; (3) In relation to a further 25% of the shares over which any given option has been granted, the executive can exercise from the fourth anniversary of the date of grant: (4) In relation to a further 25% of the shares over which any given option has been granted, the executive can exercise from the fifth anniversary of the date of grant. The expense calculation for the options granted in each of the nine rounds of grants, using the Black-Scholes option-pricing valuation model, is based on the assumptions that are set out in each of the previous year’s financial statements for the financial years in which options were granted.
The involvement of the executives and employees in the share schemes:
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
Capital redemption reserve
Share based payment reserve
Share purchase reserve
Profit and loss account
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
The Group currently hold an Air Travel Organiser's License (ATOL) issued by the Civil Aviation Authority (CAA) and is a member of the Association of British Travel Agents Limited (ABTA).
As at 30 April 2024, the Group had in place an insurance backed variable bond with ABTA ranging from £1,500,006 until September 2024 to £1,636,033 until March 2025 (2023: £4,007,503) to protect customer monies for its retail and non-licensable activities. In addition, an insurance backed guarantee of £2,000,000 (2023: £750,000) payable to Oceania Cruises, of £2,500,000 (2023: £3,500,000) payable to Regent Seven Seas Cruises, and of £200,000 (2023: £Nil) payable to NCL (Bahamas) Limited. As per the accounting policy for turnover, the Group recognises sales on a booking date basis, with an adjustment for expected cancellations. Should these departures not take place the bookings will be cancelled, deposits returned to the customer and turnover will be reduced accordingly (see note 2.5). The Group has no other material contingent liabilities.
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £96,711 (2023: £93,309). Contributions totalling £13,160 (2023: £31,782) were payable to the fund at the balance sheet date and are included in creditors.
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ROL CRUISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
No other post balance sheet events occurred that can materially affect the Financial Statements
The ultimate controlling party is Mr J R Dickinson by virtue of his shareholding.
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