The directors present the strategic report for the year ended 31 January 2025.

The Group's main business is staging round the world yacht races.

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

The results of the Group are set out on page 9, with a profit on ordinary activities before tax of £986,996 (2024 - £2,245,636). The shareholder funds of the Group total £4,151,343 (2024 - £3,402,168).

The Groups's principal product is the Clipper Round The World Yacht Race, the current edition of which started in September 2023 and completed post-year end in July 2024. The Clipper 2025-26 Race begins in August 2025. The Group also operates the brands Clipper Events, which delivers racing and corporate sailing experiences, and SKIRR Adventures, which offers sailing expeditions to remote locations.

The financial year comprises the second half of the Clipper 2023-24 Race, with legs 5-8 of the Race being completed by the teams in the year, and the corresponding revenues and costs of the second half of the race released and recognised in the year end accounts in line with accounting policies. For comparison purposes, the prior year accounts to 31 January 2024 features the first four legs of the Clipper 2023-24 Race. All income and expenditure received and incurred in relation to future race editions is deferred or prepaid into future accounting periods.

Turnover of £11,892,908 (2024 - £13,211,493) is driven by Round The World Race income of £6,043,595 (2024 - £9,471,549) which comprises a blend of crew participating in one race leg, multiple legs or a full circumnavigation (with revenue recognised for leg five to completion race), plus training fees which are recognised at the point of training completion, and race sponsorship of £4,316,518 (2024 - £2,074,802) which reflects the rights fees paid by host ports and commercial partners, which was impacted the non-payment of two partner contracts totalling £2.7m spread across the two financial years of the 2023-24 Race.

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

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

The principal risk to our Group arise from macroeconomic conditions, particularly with regards to inflation, costs of living and the geopolitical landscape. Assumptions have been made in the preparation of these accounts, particularly in the area of Deferred Income and Prepayments. Particular note should be made to the levels of deferrals and prepayments, details of which are outlined per Judgements and Key Estimates (note 2). The total deferred RTW race income is £11,898,222 (2024 – £17,741,756) which is greater than prepaid RTW race expenses of £3,482,933 (2024 - £4,255,178).

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

Net profit: £749,175 (2024 - £1,763,640)

Net shareholder funds: £4,151,343 (2024 - £3,402,168)

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 January 2025.

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

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

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

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

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

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

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

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

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, 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 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 and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Clipper Ventures Holdings PLC (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 January 2025 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have no realistic alternative but to do so.

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

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

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

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

Our approach was as follows:

• The engagement partner selected staff for the audit who had prior knowledge of the client and who had the required competence and skills to be able to identify or recognise non-compliance with laws and regulations.

• We assessed the risk of irregularities as part of our audit planning, and ongoing review, including those due to fraud. Management override was identified as a significant fraud risk. This is due to the ability to bypass controls and disclosure requirements.

• Income recognition was identified as a significant risk to the audit, there is a risk that transactions are not recognised within the correct accounting period.

• We obtained an understanding of the legal and regulatory requirements applicable to the company and group and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council and UK tax legislation. We considered how the group complies with these requirements by discussions with management and those charged with governance.

• We enquired of management and those charged with governance as to any known issues of non-compliance or suspected non-compliance with laws and regulations. Consideration was also made of internal controls in place to mitigate the identified risks.

• We assessed the risk of material misstatement in the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with responsibility for ensuring legal and regulatory compliance is adhered to and considered the internal controls in place to mitigate the identified risks.

• We assessed the control environment, documenting the systems, controls and processes adopted. The audit approach incorporated a combination of controls where appropriate, analytical review and substantive procedures involving tests of transactions and balances. Any irregularities were discussed with management and additional corroborative evidenced was obtained as required.

• The consolidated financial statements of the group incorporate the results of subsidiary entities. Moore (South) LLP are auditors to one of the significant subsidiaries and our approach is consistent between this entity and Group. The other two significant entities take audit exemption. A review has been completed at group level on the areas that are significant to the consolidated financial statements.

To address the risk of fraud through management override we:

• Performed analytical procedures to identify any unusual or unexpected relationships.

• Tested journal entries to identify any unusual transactions.

• Assessed whether judgements and assumptions made by management in determining accounting estimates were indicative of potential bias.

• Reviewed transactions with related parties in particular with group entities and transactions with directors.

• Reviewed the disclosures within the financial statements to ensure they meet the requirements of the accounting standards and relevant legislation.

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

• Performed analytical procedures on the gross margin achieved, comparing to prior year results and budgets.

• Tested transactions and balances with reference to contracts and sale agreements.

• Tested a sample of sales invoices and credit notes either side of the year end to agree they were recognised in the correct period.

• Reviewed management assumptions for deferred income and vouched a sample of transactions to supporting documentation.

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

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

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

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

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

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £5,049 (2024 - £998,655 profit).

Clipper Ventures Holdings PLC (“the company”) is a public limited company domiciled and incorporated in England and Wales. The registered office is The Granary and Bakery Building, Royal Clarence Yard, Weevil Lane, Gosport, Hampshire, PO12 1FX.

The group consists of Clipper Ventures Holdings PLC and its subsidiaries.

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

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

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

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 2).

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 finance statements.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

The consolidated financial statements incorporate those of Clipper Ventures Holdings PLC and its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All financial statements are made up to 31 January 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

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

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

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

Sponsorship income is recognised in accordance with milestones set out in the sponsorship contracts whereby the income is recognised when the conditions for that milestone have been met.

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

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life of 10 years and is amortised on a systematic basis over its expected life.

Negative goodwill arising on the acquisition of a business, representing any excess of the fair value of the identifiable assets and liabilities acquired over the fair value of the consideration given, is capitalised, and that relating to the non-monetary assets acquired is recognised in the period in which they are recovered. Any negative goodwill in excess of the fair value of the non-monetary assets acquired is recognised in the profit and loss account in the periods expected to benefit.

Assets under construction comprise of website and software development costs. The assets are measured at cost, net of any impairment losses, until such time as they are made available for use.

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

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

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

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

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

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

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

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

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

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

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

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

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

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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

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

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

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

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

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

On consolidation, the results of overseas operation are translated into Sterling at rates approximating to those ruling when the transactions took place. Assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised within other comprehensive income.

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 considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Income is brought into the Statement of Income and Retained Earnings by reference to the completed race stages at the end of each financial year. Income relating to future activities is deferred, based on the different activities as set out in note 1.4. Within deferred income at the year end is £10,487,631 related to the 2025/26 RTW race; £1,395,311 related to the 2027/28 RTW race; £15,280 related to 2025/26 RTW race sponsorship; and £428,631 related to other 2025 Clipper Events.

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

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

All income arose within the United Kingdom.

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

Their aggregate remuneration comprised:

The Company has no employees other than the directors, who did not receive any remuneration through the Company during the year (2024 - £nil). Directors' remuneration is borne by the immediate subsidiary, see note 7.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 2).

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

During the prior year, website and software development costs were incurred and included within tangible assets under construction. In the current year, these costs have been transferred to intangible assets under construction. The costs have been capitalised on the basis that the website and software development is expected to generate probable future economic benefits and the costs can be measured reliably.

Assets under construction comprise of website and software development costs. Assets are yet to be brought into use at the year end and, as a result, are not subject to amortisation.

Details of the company's subsidiaries at 31 January 2025 are as follows:

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

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

Clipper Ventures Australia was formerly dissolved on 1 November 2023. The company was dormant in the prior year and contained £nil net assets within the Clipper Ventures Holdings plc consolidated financial statements in either the 2024 or 2025 year end.

Details of joint ventures at 31 January 2025 are as follows:

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

Fixed and floating charge with HSBC Bank plc over the undertaking and all property and assets present and future, including goodwill, book debts, uncalled capital, buildings, fixtures, fixed plant & machinery within Clipper Ventures Holdings PLC and Clipper Ventures PLC. Charge dated 17 November 2009 and 22 October 2010 respectively.

Two separate bank loans outstanding at the year end.

Bank loan one: £20,851

No charges are held against loan one.

The first repayment on the loan was made in August 2021 and the loan is repayable within 5 years from this date. Interest is charged at 2.5%.

Bank loan two: £14,904

No charges are held against loan two.

The first repayment on the loan was made in March 2022 and the loan is repayable within 5 years from this date. Interest is charged at 2.5%.

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

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Contributions totalling £13,341 (2024 - £19,078) were payable to the fund at the balance sheet date and are included within creditors.

Ordinary shares have attached to them full voting, dividend and capital distribution rights, including on winding up. They do not confer any rights of redemption.

Deferred shares have no rights to income, return of capital, dividend or voting rights.

B shares have no rights to return of capital or voting; or the same rights to capital and voting as the Ordinary shares subject to the holder of such B shares holding the office of director at the time of each Annual General Meeting, the right to participate in dividends in preference to the Ordinary shares and the Deferred shares.

C shares have no rights to return of capital or voting; or the same rights to capital and voting as the Ordinary shares subject to the holder of such B shares holding the office of director at the time of each Annual General Meeting, the right to participate in dividends in preference to the Ordinary shares and the Deferred shares.

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

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

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

Amounts contracted for but not provided in the financial statements:

The remuneration of key management personnel is as follows.

The Group has previously made interest free loans to its directors. At the year end there was a balance of £750,000 (2024 - £750,000) outstanding. No amounts written off in the period. Amounts have been classified as short term as they are repayable on demand.

The Group has provided services totalling £9,134 (2024 - £nil) and received services totalling £2,634 (2024 - £nil) to its joint venture, Clipper Sports Shanghai Limited. At the year end there was a balance of £nil (2024 - £nil) outstanding due from that company.

Included within other debtors is a balance of £712,500, of which £712,500 is short term and £nil long term, (2024 - £1,606,945, of which £1,294,445 was short term and £312,500 long term) due from a company to which one of the directors has a 25% shareholding. Amounts loaned generate interest of 8% per annum.

At 31 January 2025 the controlling party was Mr W Ward, a director, who owns 60% of the share capital of Clipper Ventures Holdings PLC.

The following companies which are included within the consolidated accounts have claimed the audit exemption available under Section 479A of the Companies Act 2006, and their individual company accounts have not been audited:

Company Name                    Reg. Number    County of Incorporation

Hamble Sea School Limited            05336324    England and Wales

Hamble School of Yachting Limited            05363804    England and Wales