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Registered number: 08704999


ROL CRUISE HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

 
ROL CRUISE HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
J R Dickinson 
M R Childs 
R C Barker 
G C Cairns 
S P Wikevand 




Company secretary
M R Childs



Registered number
08704999



Registered office
8th Floor
Becket House

36 Old Jewry

London

EC2R 8DD




Independent auditors
Xeinadin Audit Limited
Chartered Accountants & Statutory Auditors

8th Floor

Becket House

36 Old Jewry

London

EC2R 8DD





 
ROL CRUISE HOLDINGS LIMITED
 

CONTENTS



Page
Group strategic report
1 - 5
Directors' report
6 - 9
Independent auditors' report
10 - 14
Consolidated statement of comprehensive income
15
Consolidated statement of financial position
16 - 17
Company statement of financial position
18
Consolidated statement of changes in equity
19 - 20
Company statement of changes in equity
21 - 22
Consolidated statement of cash flows
23
Consolidated analysis of net debt
24
Notes to the financial statements
25 - 45


 
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.

Page 1

 
ROL CRUISE HOLDINGS LIMITED
 

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

Financial Key Performance Indicators

The key financial performance indicators for the Group are as follows:

2024
2023
        £
        £
Total Transactional Turnover

176,065,258

140,683,947
 
Turnover

50,269,729

38,946,270
 
Operating profit

4,799,990

4,185,045
 
EBITDA

5,562,863

5,228,590
 
Net current assets

6,698,102

2,069,105
 
Distribution costs to gross profit as a %

41

39
 
Average number of employees

137

136
 

Review of financial performance
In line with the reported growth above, the business experienced strong booking demand throughout the year under review with an 18.5% increase in total gross transactional turnover, before booking cancellations and amendments. After the deduction of booking cancellations and amendments, and as represented within the financial statements, total gross transactional turnover for the year was £176m, up by a significant £35m, or 25%, against the prior year £141m. At £176m it also represents an increase of some £23m, or 15%, against the full pre-Covid year, FY19, of £153m. It is fair to say, therefore, that the business is now experiencing solid and organic growth from the pre-pandemic period and is best placed to capitalise on the projected growth within the cruise sector which, for the calendar year 2024, is envisaged to see passenger growth in the UK and Ireland of over 4%.
As has been the case post-pandemic, the Group has streamlined and further enhanced its key routes to market with distribution costs, when measured against gross profit, remaining consistent at 41%. With an annualised spend of circa £12m, and despite the increased turnover reported, total distribution costs fall behind those of FY19 by circa £1m. Operating profit for the year, prior to the absorption of £1.4m of increases in provision, amounted to £7.7m and compares with FY23, before the beneficial write back in provisions of £1.5m, of £4.5m. The Group continues to optimise its treasury management such that interest receipts reported for the year amounted to £1.1m, compared with £0.4m in the prior year.
Overall, the Directors are pleased with the results for the year, which provide for pre-tax profits of £7.4m, compared with £6.3m in the prior year.
Going concern
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.

Page 2

 
ROL CRUISE HOLDINGS LIMITED
 

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

Principal risks and uncertainties
 
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.

Page 3

 
ROL CRUISE HOLDINGS LIMITED
 

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

S172 Statement
 
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.
 
Page 4

 
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.



M R Childs
Director

Date: 30 August 2024

Page 5

 
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.

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 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 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The 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.

Directors

The directors who served during the year were:

J R Dickinson 
M R Childs 
R C Barker 
G C Cairns 
S P Wikevand 

Charitable contributions

During the year, the Group made charitable donations amounting to £23,657 (2023: £21,758).

Page 6

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024

Statement of directors' indemnities

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.

Page 7

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024

Engagement with suppliers, customers, and others

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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Page 8

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024

Matters covered in the strategic report

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.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

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

Post balance sheet events

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

Auditors

The auditorsXeinadin Audit Limited, will be proposed for reappointmentin accordance with section 485 of the Companies Act 2006.

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





M R Childs
Director

Date: 30 August 2024

Page 9

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROL CRUISE HOLDINGS LIMITED
 

Opinion


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 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 profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


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


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


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


Page 10

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROL CRUISE HOLDINGS 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 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.


Page 11

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROL CRUISE HOLDINGS LIMITED (CONTINUED)


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 6, 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 12

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROL CRUISE HOLDINGS LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Enquiry of management and those charged with governance around actual and potential litigation and claims;
Reviewing minutes of meetings of 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. 




 
Page 13

 
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.


Use of our report
 

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





Yasin Khandwalla (Senior statutory auditor)
  
for and on behalf of
Xeinadin Audit Limited
 
Chartered Accountants & Statutory Auditors
  
8th Floor
Becket House
36 Old Jewry
London
EC2R 8DD

30 August 2024
Page 14

 
ROL CRUISE HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2024

2024
2023
Note
£
£


Total Gross Transactional Value
176,065,258
140,683,947

  

Turnover
 4 
50,269,729
38,946,270

Cost of sales
  
(21,606,249)
(12,557,756)

Gross profit
  
28,663,480
26,388,514

Distribution costs
  
(11,857,071)
(10,495,308)

Administrative expenses
  
(12,006,419)
(11,708,161)

Operating profit
 5 
4,799,990
4,185,045

Interest receivable and similar income
 9 
819,180
147,021

Interest payable and expenses
 10 
-
(80,791)

Profit before taxation
  
5,619,170
4,251,275

Tax on profit
 11 
(1,810,159)
(1,180,591)

Profit for the financial year
  
3,809,011
3,070,684

Profit for the year attributable to:
  

Owners of the parent Company
  
3,809,011
3,070,684

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 25 to 45 form part of these financial statements.

Page 15

 
ROL CRUISE HOLDINGS LIMITED
REGISTERED NUMBER: 08704999

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
403,061
1,099,883

Tangible assets
 14 
52,911
107,579

Investments
 15 
62,943
62,943

  
518,915
1,270,405

Current assets
  

Debtors: amounts falling due within one year
 16 
113,631,670
111,679,622

Cash at bank and in hand
 17 
27,793,578
24,502,462

  
141,425,248
136,182,084

Creditors: amounts falling due within one year
 18 
(134,727,146)
(134,112,979)

Net current assets
  
 
 
6,698,102
 
 
2,069,105

Total assets less current liabilities
  
7,217,017
3,339,510

Provisions for liabilities
  

Deferred taxation
 19 
(90,412)
(129,387)

Other provisions
 20 
(3,833,086)
(2,476,790)

  
 
 
(3,923,498)
 
 
(2,606,177)

Net assets
  
3,293,519
733,333

Page 16

 
ROL CRUISE HOLDINGS LIMITED
REGISTERED NUMBER: 08704999
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 APRIL 2024

2024
2023
Note
£
£

Capital and reserves
  

Called up share capital 
 21 
88
88

Capital redemption reserve
 22 
11
11

Share based payment reserve
 22 
7,638,635
6,777,827

Share purchase reserve
 22 
(12,666,022)
(12,666,022)

Profit and loss account
 22 
8,320,807
6,621,429

Equity attributable to owners of the parent Company
  
3,293,519
733,333

Total capital and reserves
  
3,293,519
733,333


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




M R Childs
Director

Date: 30 August 2024

The notes on pages 25 to 45 form part of these financial statements.

Page 17

 
ROL CRUISE HOLDINGS LIMITED
REGISTERED NUMBER: 08704999

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 15 
20,000,000
20,000,000

  
20,000,000
20,000,000

Current assets
  

Cash at bank and in hand
 17 
2,937
2,056

  
2,937
2,056

Creditors: amounts falling due within one year
 18 
(3,002,130)
(4,002,129)

Net current liabilities
  
 
 
(2,999,193)
 
 
(4,000,073)

Total assets less current liabilities
  
17,000,807
15,999,927

  

  

Net assets
  
17,000,807
15,999,927


Capital and reserves
  

Called up share capital 
 21 
88
88

Capital redemption reserve
 22 
11
11

Share based payment reserve
 22 
7,638,635
6,777,827

Share purchase reserve
 22 
(12,666,022)
(12,666,022)

Profit and loss account
 22 
22,028,095
21,888,023

  
17,000,807
15,999,927


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 






M R Childs
Director

Date: 30 August 2024

The notes on pages 25 to 45 form part of these financial statements.

Page 18

 
ROL CRUISE HOLDINGS LIMITED
 

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


Called up share capital
Capital redemption reserve
Share based payment reserve
Share purchase reserve
Profit and loss account
Total equity

£
£
£
£
£
£

At 1 May 2023
88
11
6,777,827
(12,666,022)
6,621,429
733,333


Comprehensive income for the year

Profit for the year
-
-
-
-
3,809,011
3,809,011


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
-
(2,109,633)
(2,109,633)

Share based payment
-
-
860,808
-
-
860,808


Total transactions with owners
-
-
860,808
-
(2,109,633)
(1,248,825)


At 30 April 2024
88
11
7,638,635
(12,666,022)
8,320,807
3,293,519


The notes on pages 25 to 45 form part of these financial statements.

Page 19

 
ROL CRUISE HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023


Called up share capital
Capital redemption reserve
Share based payment reserve
Share purchase reserve
Profit and loss account
Total equity

£
£
£
£
£
£

At 1 May 2022
89
10
5,799,566
(12,666,022)
3,550,745
(3,315,612)


Comprehensive income for the year

Profit for the year
-
-
-
-
3,070,684
3,070,684


Contributions by and distributions to owners

Share based payment
(1)
1
-
-
-
-

Share based payment
-
-
978,261
-
-
978,261


Total transactions with owners
(1)
1
978,261
-
-
978,261


At 30 April 2023
88
11
6,777,827
(12,666,022)
6,621,429
733,333


The notes on pages 25 to 45 form part of these financial statements.

Page 20

 
ROL CRUISE HOLDINGS LIMITED
 

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


Called up share capital
Capital redemption reserve
Share based payment reserve
Share purchase reserve
Profit and loss account
Total equity

£
£
£
£
£
£

At 1 May 2023
88
11
6,777,827
(12,666,022)
21,888,023
15,999,927


Comprehensive income for the year

Profit for the year
-
-
-
-
2,249,705
2,249,705


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
-
(2,109,633)
(2,109,633)

Share based payment
-
-
860,808
-
-
860,808


Total transactions with owners
-
-
860,808
-
(2,109,633)
(1,248,825)


At 30 April 2024
88
11
7,638,635
(12,666,022)
22,028,095
17,000,807


The notes on pages 25 to 45 form part of these financial statements.

Page 21

 
ROL CRUISE HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023


Called up share capital
Capital redemption reserve
Share based payment reserve
Share purchase reserve
Profit and loss account
Total equity

£
£
£
£
£
£

At 1 May 2022
89
10
5,799,566
(12,666,022)
22,347,834
15,481,477


Comprehensive income for the year

Loss for the year
-
-
-
-
(459,811)
(459,811)


Contributions by and distributions to owners

Cancelled share capital
(1)
1
-
-
-
-

Share based payment
-
-
978,261
-
-
978,261


Total transactions with owners
(1)
1
978,261
-
-
978,261


At 30 April 2023
88
11
6,777,827
(12,666,022)
21,888,023
15,999,927


The notes on pages 25 to 45 form part of these financial statements.

Page 22

 
ROL CRUISE HOLDINGS LIMITED
 

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

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
3,809,011
3,070,684

Adjustments for:

Amortisation of intangible assets
696,822
953,406

Depreciation of tangible assets
66,051
90,139

Share based payment
860,808
978,261

Interest paid
-
80,791

Interest received
(819,180)
(147,021)

Taxation charge
1,810,159
1,180,591

(Increase)/decrease in debtors
(1,952,049)
20,350,625

Increase/(decrease) in creditors
513,918
(19,122,392)

Increase/(decrease) in provisions
1,356,296
(1,535,172)

Corporation tax (paid)
(1,748,884)
(811,911)

Net cash generated from operating activities

4,592,952
5,088,001


Cash flows from investing activities

Purchase of intangible fixed assets
-
(99,076)

Purchase of tangible fixed assets
(11,383)
(20,529)

Interest received
819,180
147,021

Net cash from investing activities

807,797
27,416

Cash flows from financing activities

Repayment of loans
-
(2,631,128)

Dividends paid
(2,109,633)
-

Interest paid
-
(80,791)

Net cash used in financing activities
(2,109,633)
(2,711,919)

Net increase in cash and cash equivalents
3,291,116
2,403,498

Cash and cash equivalents at beginning of year
24,502,462
22,098,964

Cash and cash equivalents at the end of year
27,793,578
24,502,462


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
27,793,578
24,502,462

27,793,578
24,502,462


The notes on pages 25 to 45 form part of these financial statements.

Page 23

 
ROL CRUISE HOLDINGS LIMITED
 

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





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

£

£

£

Cash at bank and in hand

24,502,462

3,291,116

-

27,793,578

Debt due within 1 year

(2,129)

-

(1)

(2,130)


24,500,333
3,291,116
(1)
27,791,448

The notes on pages 25 to 45 form part of these financial statements.

Page 24

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

1.


General information

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

 
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 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.

 
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 statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 25

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.3

Going concern

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.

 
2.4

Revenue

Turnover represents the value of transactions, being cruise, flights and ancillary products in which the group is, for these purposes regarded as being the principal. Turnover also includes the commission receivable by the group on transactions in which it is regarded as acting as an agent. In all cases, turnover is recognised on the booking date.

  
2.5
Cancellation provisions

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).

Page 26

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.6

Intangible assets

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

 
2.7

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 provided on the following basis:

Leasehold improvements
-
25% straight line
Fixtures and fittings
-
25% 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 the Statement of comprehensive income.

 
2.8

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.

Page 27

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.10

Debtors

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

  
2.11

Cash and cash equivalents

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

Page 28

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.12

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.

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.

 
2.13

Creditors

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

 
2.14

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is GBP.

Transactions and balances

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

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

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

 
2.15

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.

 
2.16

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 29

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.17

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.

 
2.18

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.

 
2.19

Interest income

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

 
2.20

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.

  
2.21

Cruise miles

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.

  
2.22

Share-based payments for employee share schemes

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.

Page 30

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.23

Current and deferred taxation

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

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

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

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

Page 31

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. 
The estimates and associated assumptions are based on historical experience and other factors that are 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.


4.


Turnover

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.

All turnover arose within the United Kingdom.

Page 32

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
66,051
90,139

Amortisation of intangible assets, including goodwill
696,822
953,406

Exchange differences
(9,716)
12,914

Other operating lease rentals
250,000
296,875

Defined contribution pension cost
96,711
93,309


6.


Auditors' remuneration

2024
2023
£
£

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


7.


Employees

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

2024
2023
£
£
Wages and salaries

6,483,712

6,100,537
 
Social security costs

729,701

703,844
 
Cost of defined contribution scheme

96,711

93,309
 
7,310,124

6,897,690
 

Page 33

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
6,483,712
6,100,537
-
-

Social security costs
729,701
703,844
-
-

Cost of defined contribution scheme
96,711
93,309
-
-

7,310,124
6,897,690
-
-


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


        2024
        2023
            No.
            No.







Sales and administration
132
131



Management
5
5

137
136


8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
1,345,509
1,346,467

Group contributions to defined contribution pension schemes
3,522
4,953

1,349,031
1,351,420


During the year retirement benefits were accruing to 3 directors (2023 - 4) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £547,711 (2023 - £344,827).


9.


Interest receivable

2024
2023
£
£


Other interest receivable
819,180
147,021

Page 34

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

10.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
-
80,791

-
80,791


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
1,814,567
1,202,556

Adjustments in respect of previous periods
34,567
-

Deferred tax


Origination and reversal of timing differences
(38,975)
(21,965)

Total deferred tax

(38,975)
(21,965)


Taxation on profit on ordinary activities
1,810,159
1,180,591

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19.49%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
5,619,170
4,251,275


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19.49%)
1,404,793
828,573

Effects of:


Expenses not deductible for tax purposes
1,232,981
507,289

Capital allowances for year in excess of depreciation
-
(1,102)

Remeasurement of deferred tax for changes in tax rates
-
(4,838)

Adjustments to tax charge in respect of prior periods
34,567
-

Other differences leading to a decrease in the tax charge
-
137

Exempt ABGH distributions
(862,182)
(149,468)

Total tax charge for the year
1,810,159
1,180,591

Page 35

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
 
11.Taxation (continued)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Dividends

2024
2023
£
£


Dividends paid for Ordinary A shares
782,520
-


Dividends paid for Ordinary B shares
803,769
-


Dividends paid for Ordinary C shares
523,344
-

2,109,633
-


13.


Intangible assets

Group





Software development
Goodwill
Total

£
£
£



Cost


At 1 May 2023
1,912,810
8,201,972
10,114,782



At 30 April 2024

1,912,810
8,201,972
10,114,782



Amortisation


At 1 May 2023
1,393,902
7,620,997
9,014,899


Charge for the year on owned assets
115,847
580,975
696,822



At 30 April 2024

1,509,749
8,201,972
9,711,721



Net book value



At 30 April 2024
403,061
-
403,061



At 30 April 2023
518,908
580,975
1,099,883



Page 36

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

14.


Tangible fixed assets

Group






Leasehold improvement
Fixtures and fittings
Total

£
£
£



Cost


At 1 May 2023
246,125
798,424
1,044,549


Additions
11,383
-
11,383



At 30 April 2024

257,508
798,424
1,055,932



Depreciation


At 1 May 2023
215,019
721,951
936,970


Charge for the year on owned assets
22,420
43,631
66,051



At 30 April 2024

237,439
765,582
1,003,021



Net book value



At 30 April 2024
20,069
32,842
52,911



At 30 April 2023
31,106
76,473
107,579

Page 37

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

15.


Fixed asset investments

Group





Listed investments

£



Cost or valuation


At 1 May 2023
78,015



At 30 April 2024

78,015



Impairment


At 1 May 2023
15,072



At 30 April 2024

15,072



Net book value



At 30 April 2024
62,943



At 30 April 2023
62,943

The fair value of listed investments as at 30 April 2024 were £62,943 (2023: £62,943).

Page 38

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
Company





Investments in subsidiary companies

£



Cost or valuation


At 1 May 2023
20,000,000



At 30 April 2024
20,000,000






Net book value



At 30 April 2024
20,000,000



At 30 April 2023
20,000,000


Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Class of shares

Holding

Reader Offers Limited
Ordinary
100%

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

Name
Aggregate of share capital and reserves
Profit/(Loss)

Reader Offers Limited
6,292,712
5,589,010

Page 39

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

16.


Debtors

Group
Group
2024
2023
£
£

Trade debtors
112,846,383
110,645,245

Other debtors
93,498
77,350

Prepayments and accrued income
691,789
957,027

113,631,670
111,679,622



17.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
27,793,578
24,502,462
2,937
2,056


Cash and cash equivalents comprise amounts held in Escrow totalling £9,229,140 (2023: £10,101,079).
Amounts held in Escrow are segregated monies received and held in a separate CAA Approved Escrow
account. These amounts are held as a financial guarantee for the Company’s travel licenses and for the
protection of monies collected from passengers (see 2.3).


18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Trade creditors
132,892,604
132,747,049
-
-

Amounts owed to group undertakings
-
-
3,000,000
4,000,000

Corporation tax
715,766
599,367
-
-

Other taxation and social security
215,146
136,866
-
-

Other creditors
63,837
177,319
2,130
2,129

Accruals and deferred income
839,793
452,378
-
-

134,727,146
134,112,979
3,002,130
4,002,129


Page 40

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

19.


Deferred taxation


Group



2024
2023


£

£






At beginning of year
129,387
151,352


Charged to profit or loss
(38,975)
(21,965)



At end of year
90,412
129,387

The provision for deferred taxation is made up as follows:

Group
Group
2024
2023
£
£

Accelerated capital allowances
91,646
130,911

Tax losses carried forward
(1,234)
(1,524)

90,412
129,387


20.


Provisions


Group



Cancellation provision
Cruise mile provision
Total

£
£
£





At 1 May 2023
1,798,528
678,262
2,476,790


Charged to profit or loss
1,164,654
1,153,512
2,318,166


Redeemed in year
-
(961,870)
(961,870)



At 30 April 2024
2,963,182
869,904
3,833,086

A cancellation provision of £2,963,182 (2023: £1,798,528) has been recognised by the Group for expected cancellations and other margin dilution on holidays booked prior to the year end but not yet departed. It is expected that most of this provision will be utilised in the next financial year and all will be incurred within two years of the balance sheet date. No provisions have been recognised in respect of potential disruptions to customer travel (see note 27).

Page 41

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

21.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



3,281,206 (2023 - 3,281,206) Ordinary A shares of £0.00001 each
32.81206
32.81206
3,370,306 (2023 - 3,370,306) Ordinary B shares of £0.00001 each
33.70306
33.70306
2,194,445 (2023 - 2,194,445) Ordinary C shares of £0.00001 each
21.94445
21.94445

88.45957

88.45957


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:

Page 42

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
No. of shares subject total options 
Option price £0.000001



Outstanding at start of the year
2,627,252
2,627,252

Granted during the year
-
-

Forfeited during the year (through leavers)
-
-

Surrendered during the year
(94,866)
(94,866)

Exercised during the year
-
-

Expired or lapsed during the year
-
-

Outstanding at 30 April 2024
2,532,386
2,532,386


22.


Reserves

Capital redemption reserve

Capital redemption reserve records the nominal value of shares repurchased by the Company.

Share based payment reserve

The Group granted share options in the year to certain executives and employees. The reserve represents the estimated fair value of the options recognised in the profit and loss account.

Share purchase reserve

The Group is the settler and sponsor of The ROL Cruise Holdings Employees Share Trust. The reserve represents the consideration paid to the Trust (see note 21). The repurchases have been made out of distributable reserves.

Profit and loss account

Includes all current and prior period retained profit and losses.

Page 43

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

23.


Contingent liabilities

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.


24.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £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.


25.


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
Group
2024
2023
£
£

Not later than 1 year
250,000
250,000

Later than 1 year and not later than 5 years
1,000,000
1,000,000

Later than 5 years
2,437,500
187,500

3,687,500
1,437,500
Page 44

 
ROL CRUISE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

26.


Related party transactions

During the year, the Group paid £250,000 (2023: £296,000) rent to Lexden House Limited, whose sole shareholder and director, Peter Beadles, is a shareholder of ROL Cruise Holdings Limited. At the year end there were no amounts outstanding from the Group (2022: £Nil).
A total of £Nil (2023: £100,000) paid by the Group to Brentwood Town FC Limited, a company in which Jeremy Dickinson is a director.
The Company has taken advantage of the exemption from disclosing related party transactions with companies that are wholly owned within the Group.


27.


Post balance sheet events

Due to the current turnover recognition policy revenue and profit are likely to be affected by any unforeseen cancellations, restrictions on travel and consumer confidence to travel though the directors cannot determine at present the extent to which the Group is likely to be affected (see note 20 and 23).
No other post balance sheet events occurred that can materially affect the Financial Statements


28.


Controlling party

The ultimate controlling party is Mr J R Dickinson by virtue of his shareholding.

 
Page 45