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REGISTERED NUMBER: 08704999 (England and Wales)



















GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2026

FOR

ROL CRUISE HOLDINGS LIMITED

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2026




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 8

Report of the Independent Auditors 11

Consolidated Statement of Comprehensive Income 15

Consolidated Statement of Financial Position 16

Company Statement of Financial Position 17

Consolidated Statement of Changes in Equity 18

Company Statement of Changes in Equity 20

Consolidated Statement of Cash Flows 22

Notes to the Consolidated Statement of Cash Flows 23

Notes to the Consolidated Financial Statements 24


ROL CRUISE HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30 APRIL 2026







Directors: M R Childs
R C Barker
G C Cairns
S P Wikevand
N L Pether



Secretary: M R Childs



Registered office: Knights PLC
1 Amphora Place
Sheepen Road
Colchester
Essex
CO3 3WG



Registered number: 08704999 (England and Wales)



Senior statutory auditor: Steven Collins FCCA



Auditors: Baverstocks Limited
Statutory Auditor
Chartered Certified Accountants
Dickens House
Guithavon Street
Witham
Essex
CM8 1BJ

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2026

The directors present their strategic report of the company and the group for the year ended 30 April 2026.

Introduction
The directors present the Group's strategic report together with the audited financial statements for the year ended 30 April 2026, together with the comparative period for the year ended 30 April 2025.

The principal activity of the Group continued to be that of cruise specialists, both as agents and tour
operators, to the consumer market.

Review of business
The Group has reported 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 the Middle East, destinations across the world are generally open for in-bound tourism.

The most recent cruise industry reports from Mintel and the Cruise Lines International Association (CLIA), revealed a total of 2.54m cruise holidays were taken in the UK and Ireland in the calendar year 2025, an increase of circa 0.14m, or 5.8%, against the prior year 2.4m. The Caribbean remains the number one destination for worldwide cruise travellers at 44%, followed by Central and Western Mediterranean at 11%, Asia and China at 9%, Northern Europe at 6%, Eastern Mediterranean at 5%, Alaska at 5%, and the rest of the world at 20%. Mintel's report forecasts passenger growth of 3% in 2026, and 19% in the next five years.

The Group has continued in its investment programme, both in terms of staff training and technology, geared towards client retention, where customer satisfaction remains as the cornerstone of the Group's success and has been pivotal in the recovery from the pandemic. The Group's ethos in providing superlative levels of customer service can be evidenced through Feefo, Google and Trust Pilot with ratings of 4.8/5 (4.7/5 - 2025). The Group's Feefo rating is also classified as platinum due to the consistency of the rating.

Throughout the year, the in-house development team have further enhanced the bespoke front and back-office systems, with a particular focus on the contact relationship management (CRM) software. This has enabled the Group to further enhance its client retention with the highest level of repeat bookers being recorded in the year under review.

The Group has a unique business model, where it is often regarded as the marketing arm for many cruise lines, working closely with them in the creation of dynamic marketing initiatives where the Group has considerable expertise and a proven track record. The strength of those relationships is borne out by the exceptional commercial terms that the Group has achieved over time, aligned with the Group's key focus on improving the financial yields for the cruise lines, both in terms of value and forward occupancy.


ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2026

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 £31.6m, an increase of £4.4m against the prior year of £27.2m. Of the £31.6m, a total of £14.1m 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.


ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2026

Section 172(1) 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 2026.

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 4.8/5. 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.

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

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2026

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.

Engagement with employees
The Group is committed to engaging employees in the performance and direction of the Group. This has been further reinforced with the sale of the majority of the holding company's shareholding to an Employee Ownership Trust. As at the date of signing the audited financial statements, the EOT held 51% of the entire shareholding of ROL Cruise Holdings Limited.

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. 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.

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.

The directors decided to appoint new auditors in the year. The move to a local firm, highlights the group's
commitment to supporting local business.

Future developments
The Group continues to refine its routes to market and across the year every distribution channel achieved improvements from the prior year with increases ranging from 1% to 35%. This has enabled the Group to improve its cost of acquisition such that FY26 measured 33% as a cost of acquisition when measured against gross profit, compared to 36% in FY25. 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.


ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2026

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.

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

2026 2025
£    £   
Total transactional turnover 214,987,869 189,868,586
Turnover 66,020,919 61,912,538
Operating profit 10,900,885 8,878,358
EBITDA 11,090,950 9,007,366
Profit before taxation 9,725,151 8,754,767
Profit after taxation 6,763,492 6,118,821
Shareholders funds 5,468,446 6,304,879
Net current assets 6,198,831 8,310,597
Distribution costs to gross profit 33.3% 36.6%
Average number of employees 148 143

Review of financial performance
In line with the reported growth above, the business experienced strong booking demand throughout the year under review with a 9% 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 £215m, up by £25m, or 13%, against the prior year £190m. 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 2026, is envisaged to see passenger growth in the UK and Ireland of over 3%.

The Group has streamlined and further enhanced its key routes to market with distribution costs, when measured against gross profit, reducing from 36.6% in FY25 to 33.3% in FY26. Operating profit for the year amounted to £10.9m and compares with £8.9m in FY25. The Group continues to optimise its treasury management such that interest receipts reported for the year amounted to £0.8m.

Overall, the Directors are pleased with the results for the year, which provide for pre-tax profits of circa £9.7m, compared with £8.8m 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 tapers back the level of activity experienced in FY26 due to continued uncertainties surrounding the Middle East conflict and also some disruption arising from falling water levels in rivers throughout Europe, which could have an impact on river cruising bookings throughout the summer period. The forecasts, however, indicate that the Business will have adequate financial resources to meet its liabilities as they fall due. Given this position, and the better than envisaged results across the first two months of FY27, the Directors consider it appropriate to prepare the financial statements on a going concern basis.


ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2026

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

On behalf of the board:





M R Childs - Director


25 August 2026

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 APRIL 2026

The directors present their report with the financial statements of the company and the group for the year ended 30 April 2026.

Principal activity
The principal activity of the Group continued to be that of cruise specialists, both as agents and tour operators, to the consumer market.

Dividends
The Directors have recommended dividends for the year of £2,888,144 (2024 - £2,109,633).

Events since the end of the year
Information relating to events since the end of the year is given in the notes to the financial statements.

Directors
The directors shown below have held office during the whole of the period from 1 May 2025 to the date of this report.

M R Childs
R C Barker
G C Cairns
S P Wikevand
N L Pether

Other changes in directors holding office are as follows:

J R Dickinson , M P H Beadles and P M H Beadles ceased to be directors after 30 April 2026 but prior to the date of this report.

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.

Charitable donations
During the year, the Group made charitable donations amounting to £114,126 (2025 - £75,941).

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.

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.


ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 APRIL 2026

Employee engagement
The Group is committed to engaging employees in the performance and direction of the Group. This has been further reinforced with the sale of the majority of the holding company's shareholding to an Employee Ownership Trust. As at the date of signing the audited financial statements, the EOT held 51% of the entire shareholding of ROL Cruise Holdings Limited.

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. 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.

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.

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:

Energy Source Scope FY26 FY25 Methodology
Energy Consumption used to calculate
emissions

Gas Heating Fuels (kWH) 1 N/A N/A
Electricity (kWh) 2 238,680 233,026 Actual consumption
from energy supplier
and Solar panels
Energy Generated by Solar Panels
Electricity (kWh) 2 27,422 23,055 Based on actual solar
panel readings
Net energy usage
Electricity (kWh) 2 211,258 209,971 Based on energy
supplier bills
Emissions
Scope 1 - Heating Fuels 1 N/A N/A
Scope 2 - Purchased Electricity 2 49,253 48,953 Based on energy
consumption above
using GOV.UK
conversion factors
Scope 3 - Business Travel 3 1,178 1,558 Based on Business
mileage driven using
GOV.UK conversion
factors
Total 50,430 50,511

Carbon Offsetting
Tree planting 30,180 31,897 Trees planted
through More Trees
tCO2e 49,741 51,063 Estimated tonnes of
future CO2 captured
Intensity Ratio (# of employees) 148 133
Total CO2e based on above (tCO2e) -689 -522

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 APRIL 2026

Total tCO2e / FTE -5 -4 Based on number of
Reader Offers Ltd
staff


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 2 to 6. 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.

Statement of directors' responsibilities
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable 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 company will continue in business.

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

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 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 Group's auditors are aware of that information.

Auditors
The auditors, Baverstocks Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

On behalf of the board:





M R Childs - Director


25 August 2026

REPORT OF THE INDEPENDENT AUDITORS 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 2026 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 30 April 2026 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 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 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

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


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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page ten, 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 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.

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


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 a Report of the Auditors 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.

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 impact of these laws and regulations on the financial statements has been considered.

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. We have assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

The Group is also subject to specific industry laws and regulations such as with ABTA and CAA where the consequence of non compliance could result in the loss of the Company's license to operate and therefore have a material effect on amounts or disclosures in the financial statements. 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.

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 Report of the Auditors.

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


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.




Steven Collins FCCA (Senior Statutory Auditor)
for and on behalf of Baverstocks Limited
Statutory Auditor
Chartered Certified Accountants
Dickens House
Guithavon Street
Witham
Essex
CM8 1BJ

25 August 2026

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2026

2026 2025
Notes £    £    £    £   

Turnover 4 66,020,919 61,912,538

Cost of sales 28,626,404 27,290,716
Gross profit 37,394,515 34,621,822

Distribution costs 12,462,053 12,672,969
Administrative expenses 14,031,577 13,070,495
26,493,630 25,743,464
Operating profit 7 10,900,885 8,878,358

Interest receivable and similar income 9 853,184 1,107,622
11,754,069 9,985,980
Gain/loss on revaluation of investments 43,433 47,889
11,797,502 10,033,869

Interest payable and similar expenses 10 2,072,351 1,279,102
Profit before taxation 9,725,151 8,754,767

Tax on profit 11 2,961,659 2,635,946
Profit for the financial year 6,763,492 6,118,821

Other comprehensive income - -
Total comprehensive income for the
year

6,763,492

6,118,821

Profit attributable to:
Owners of the parent 6,763,492 6,118,821

Total comprehensive income attributable to:
Owners of the parent 6,763,492 6,118,821

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 APRIL 2026

2026 2025
Notes £    £    £    £   
Fixed assets
Intangible assets 14 243,179 313,075
Tangible assets 15 3,346,361 87,405
Investments 16 154,264 110,832
3,743,804 511,312

Current assets
Debtors 17 136,582,131 119,528,563
Cash in hand 18 31,634,364 27,199,359
168,216,495 146,727,922
Creditors
Amounts falling due within one year 19 162,017,664 138,417,325
Net current assets 6,198,831 8,310,597
Total assets less current liabilities 9,942,635 8,821,909

Creditors
Amounts falling due after more than one
year

20

(2,140,590

)

-

Provisions for liabilities 23 (2,333,599 ) (2,517,030 )
Net assets 5,468,446 6,304,879

Capital and reserves
Called up share capital 24 167 85
Capital redemption reserve 25 15 15
Share based payment reserve 25 - 8,116,402
Share purchase reserve 25 (12,666,022 ) (12,666,022 )
EOT share purchase reserve 25 (7,794,592 ) (194,585 )
Retained earnings 25 25,928,878 11,048,984
Shareholders' funds 5,468,446 6,304,879

The financial statements were approved by the Board of Directors and authorised for issue on 25 August 2026 and were signed on its behalf by:





M R Childs - Director


ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

COMPANY STATEMENT OF FINANCIAL POSITION
30 APRIL 2026

2026 2025
Notes £    £    £    £   
Fixed assets
Intangible assets 14 - -
Tangible assets 15 - -
Investments 16 20,000,000 20,000,000
20,000,000 20,000,000

Current assets
Cash in hand 18 350,501 36,085

Creditors
Amounts falling due within one year 19 3,067,044 2,252,993
Net current liabilities (2,716,543 ) (2,216,908 )
Total assets less current liabilities 17,283,457 17,783,092

Capital and reserves
Called up share capital 24 167 85
Capital redemption reserve 25 15 15
Share based payment reserve 25 - 8,116,402
Share purchase reserve 25 (12,666,022 ) (12,666,022 )
EOT share purchase reserve 25 (7,794,592 ) (194,585 )
Retained earnings 25 37,743,889 22,527,197
Shareholders' funds 17,283,457 17,783,092

Company's profit for the financial year 7,100,290 3,889,746

The financial statements were approved by the Board of Directors and authorised for issue on 25 August 2026 and were signed on its behalf by:





M R Childs - Director


ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2026

Called up Capital
share Retained redemption
capital earnings reserve
£    £    £   
Balance at 1 May 2024 89 8,320,807 11
Profit for the year - 6,118,821 -
Total comprehensive income - 6,118,821 -
Dividends - (2,888,144 ) -
Purchase of own shares (4 ) (502,500 ) 4
Total transactions with owners,
recognised directly in equity

(4

)

(3,390,644

)

4
Balance at 30 April 2025 85 11,048,984 15
Profit for the year - 6,763,492 -
Total comprehensive income - 6,763,492 -
Issue of share capital 82 - -
Transfer - 8,116,402 -
Total transactions with owners,
recognised directly in equity

82

8,116,402

-
Balance at 30 April 2026 167 25,928,878 15

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - continued
FOR THE YEAR ENDED 30 APRIL 2026

Share
based Share EOT share
payment purchase purchase Total
reserve reserve reserve equity
£    £    £    £   
Balance at 1 May 2024 7,638,635 (12,666,022 ) - 3,293,520
Profit for the year - - - 6,118,821
Total comprehensive income - - - 6,118,821
Dividends - - - (2,888,144 )
Purchase of own shares - - - (502,500 )
Share based payment 477,767 - - 477,767
EOT share purchase reserve - - (194,585 ) (194,585 )
Total transactions with owners,
recognised directly in equity

477,767

-

(194,585

)

(3,107,462

)
Balance at 30 April 2025 8,116,402 (12,666,022 ) (194,585 ) 6,304,879
Profit for the year - - - 6,763,492
Total comprehensive income - - - 6,763,492
Issue of share capital - - - 82
EOT share purchase reserve - - (7,600,007 ) (7,600,007 )
Transfer (8,116,402 ) - - -
Total transactions with owners,
recognised directly in equity

(8,116,402

)

-

(7,600,007

)

(7,599,925

)
Balance at 30 April 2026 - (12,666,022 ) (7,794,592 ) 5,468,446

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2026

Called up Capital
share Retained redemption
capital earnings reserve
£    £    £   
Balance at 1 May 2024 89 22,028,095 11
Profit for the year - 3,889,746 -
Total comprehensive income - 3,889,746 -
Dividends - (2,888,144 ) -
Purchase of own shares (4 ) (502,500 ) 4
Total transactions with owners,
recognised directly in equity

(4

)

(3,390,644

)

4
Balance at 30 April 2025 85 22,527,197 15
Profit for the year - 7,100,290 -
Total comprehensive income - 7,100,290 -
Issue of share capital 82 - -
Transfer - 8,116,402 -
Total transactions with owners,
recognised directly in equity

82

8,116,402

-
Balance at 30 April 2026 167 37,743,889 15

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

COMPANY STATEMENT OF CHANGES IN EQUITY - continued
FOR THE YEAR ENDED 30 APRIL 2026

Share
based Share EOT share
payment purchase purchase Total
reserve reserve reserve equity
£    £    £    £   
Balance at 1 May 2024 7,638,635 (12,666,022 ) - 17,000,808
Profit for the year - - - 3,889,746
Total comprehensive income - - - 3,889,746
Dividends - - - (2,888,144 )
Purchase of own shares - - - (502,500 )
Share based payment 477,767 - - 477,767
EOT share purchase reserve - - (194,585 ) (194,585 )
Total transactions with owners,
recognised directly in equity

477,767

-

(194,585

)

(3,107,462

)
Balance at 30 April 2025 8,116,402 (12,666,022 ) (194,585 ) 17,783,092
Profit for the year - - - 7,100,290
Total comprehensive income - - - 7,100,290
Issue of share capital - - - 82
EOT share purchase reserve - - (7,600,007 ) (7,600,007 )
Transfer (8,116,402 ) - - -
Total transactions with owners,
recognised directly in equity

(8,116,402

)

-

(7,600,007

)

(7,599,925

)
Balance at 30 April 2026 - (12,666,022 ) (7,794,592 ) 17,283,457

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2026

2026 2025
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 17,237,430 6,418,757
Interest paid (2,072,351 ) (1,279,102 )
Tax paid (2,907,766 ) (3,182,750 )
Net cash from operating activities 12,257,313 1,956,905

Cash flows from investing activities
Purchase of tangible fixed assets (3,379,125 ) (73,516 )
Interest received 853,184 1,107,622
Net cash from investing activities (2,525,941 ) 1,034,106

Cash flows from financing activities
New loans in year 2,400,000 -
Loan repayments in year (96,443 ) -
Share issue 82 -
Share buyback - (502,500 )
Equity dividends paid - (2,888,144 )
EOT purchase reserve payment (7,600,006 ) (194,585 )
Net cash from financing activities (5,296,367 ) (3,585,229 )

Increase/(decrease) in cash and cash equivalents 4,435,005 (594,218 )
Cash and cash equivalents at
beginning of year

2

27,199,359

27,793,577

Cash and cash equivalents at end of
year

2

31,634,364

27,199,359

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2026

1. Reconciliation of profit before taxation to cash generated from operations

2026 2025
£    £   
Profit before taxation 9,725,151 8,754,767
Depreciation charges 182,241 129,008
Loss on disposal of fixed assets 7,824 -
Gain on revaluation of fixed assets (43,433 ) (47,889 )
Increase/(decrease) in provisions (252,064 ) (1,393,341 )
Share based payment - 477,767
Finance costs 2,072,351 1,279,102
Finance income (853,184 ) (1,107,622 )
10,838,886 8,091,792
Increase in trade and other debtors (17,053,568 ) (5,896,893 )
Increase in trade and other creditors 23,452,112 4,223,858
Cash generated from operations 17,237,430 6,418,757

2. Cash and cash equivalents

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 30 April 2026
30.4.26 1.5.25
£    £   
Cash and cash equivalents 31,634,364 27,199,359
Year ended 30 April 2025
30.4.25 1.5.24
£    £   
Cash and cash equivalents 27,199,359 27,793,577


3. Analysis of changes in net funds

At 1.5.25 Cash flow At 30.4.26
£    £    £   
Net cash
Cash at bank and in hand 27,199,359 4,435,005 31,634,364
27,199,359 4,435,005 31,634,364
Debt
Debts falling due within 1 year - (162,967 ) (162,967 )
Debts falling due after 1 year - (2,140,590 ) (2,140,590 )
- (2,303,557 ) (2,303,557 )
Total 27,199,359 2,131,448 29,330,807

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2026

1. Statutory information

ROL Cruise Holdings Limited is a private company limited by shares incorporated in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. Accounting policies

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

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.

Turnover
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 a booking date basis.

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).

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.

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.

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2026

2. Accounting policies - continued

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

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.

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 operates and generates income.

Deferred tax
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

-The recognition of deferred tax assets is limited to the extent that it is probable that they will be
recovered against the reversal of deferred tax liabilities or other future taxable profits; and
-Any deferred tax balances are reversed if and when all conditions for retaining associated tax
allowances have been met.

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2026

2. Accounting policies - continued

Foreign currencies
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.

Valuation of investments
Investments in listed company shares are remeasured to market value at each Statement of financial position date. Gains and losses on remeasurement are recognised in profit or loss for the period.

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2026

2. Accounting policies - continued

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.

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

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.

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.

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.

Pensions and 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.

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.

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

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.

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.

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2026

2. Accounting policies - continued

Share-based payments for employee share schemes
The Group 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 the Share-Based Payment Reserve in the Group's reserves and is shown in the Movement in Shareholders' Funds.

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 2 to 6.

Business has now returned to a normal operating environment, notwithstanding the ongoing conflicts in the Middle East and in Ukraine, 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. River Cruising is expected to be affected by low river levels throughout the summer but, with the Group's proactive approach in encouraging its customers to transfer their travel arrangement to a later date, is not anticipated to be material.

The market in which the Group operates generally outperforms travel as a whole. With the significant investment in new cruise ships, the market is projected to grow in 2026 by 3%, and the Group remains in a strong position to capitalise on that growth. With pre-tax profit at £6.6m, the financial projections for FY27 have been tapered down due to the continued uncertainty surrounding the Middle East. However, the first two months trading in the new year are up against both the forecast and 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 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-26.

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 slightly tapered level of activity compared with FY26 but, nevertheless, 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 FY27, the Directors consider it appropriate to prepare the financial statements on a going concern basis.

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2026

3. Judgements in applying accounting policies 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 principal 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.

The Group's Total Gross Transaction Turnover (representing the gross value of all bookings, including the effect of cancellation and before deductions such as commissions or other costs) amounted to £214,987,869 (2025 - 189,868,586).

5. Employees and directors
2026 2025
£    £   
Wages and salaries 8,924,720 8,276,085
Social security costs 1,218,066 818,569
Other pension costs 170,583 117,933
10,313,369 9,212,587

The average number of employees during the year was as follows:
2026 2025

Sales and Administration 143 138
Management 5 5
148 143

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2026

5. Employees and directors - continued

The average number of employees by undertakings that were proportionately consolidated during the year was 148 (2025 - 143 ) .

6. Directors' emoluments

Directors' emoluments in the year comprised remuneration of £2,293,103 (2025 - £2,353,091) and pension contributions of £8,952 (2025 - £4,476).

During the year retirement benefits accrued to 6 directors (2025 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £764,245 (2025 - £747,253).

7. Operating profit

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

2026 2025
£    £   
Depreciation - owned assets 112,345 39,022
Loss on disposal of fixed assets 7,824 -
Computer Software amortisation 69,896 89,986
Foreign exchange differences (15,827 ) (20,850 )
Defined pension contributions 170,583 117,933
Other operating lease rentals 114,125 250,000

8. Auditors' remuneration

During the year, the Group obtained the following services from the Group's auditors and their
associates:

2026 2025
£    £   
Fees payable to the Group's auditors and their associates for the
audit of the Group's financial statements

42,000

38,719

9. Interest receivable and similar income
2026 2025
£    £   
Bank Interest Receivable 815,057 1,107,622
HMRC Interest Receivable 38,127 -
853,184 1,107,622

10. Interest payable and similar expenses
2026 2025
£    £   
Bank Interest - 257
Other Loan Interest 50,645 -
Loan Interest 2,021,706 1,278,845
2,072,351 1,279,102

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2026

11. Taxation

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2026 2025
£    £   
Current tax:
UK corporation tax 2,893,026 2,649,073

Deferred Taxation 68,633 (13,127 )
Tax on profit 2,961,659 2,635,946

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2026 2025
£    £   
Profit before tax 9,725,151 8,754,767
Profit multiplied by the standard rate of corporation tax in the UK of
25 % (2025 - 25 %)

2,431,288

2,188,692

Effects of:
Expenses not deductible for tax purposes 541,229 459,226
Income not taxable for tax purposes (10,858 ) (11,972 )
Total tax charge 2,961,659 2,635,946

12. Individual statement of comprehensive income

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


13. Dividends
2026 2025
£    £   
Ordinary A shares shares of £0.00001 each
Interim - 1,605,830
Ordinary B shares shares of £0.00001 each
Interim - 208,347
Ordinary C shares shares of £0.00001 each
Interim - 1,073,967
- 2,888,144

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2026

14. Intangible fixed assets

Group
Computer
Goodwill Software Totals
£    £    £   
Cost
At 1 May 2025
and 30 April 2026 8,201,972 1,912,810 10,114,782
Amortisation
At 1 May 2025 8,201,972 1,599,735 9,801,707
Amortisation for year - 69,896 69,896
At 30 April 2026 8,201,972 1,669,631 9,871,603
Net book value
At 30 April 2026 - 243,179 243,179
At 30 April 2025 - 313,075 313,075

15. Tangible fixed assets

Group
Fixtures
Freehold Leasehold and
Property Improvements Fittings Totals
£    £    £    £   
Cost
At 1 May 2025 - 257,509 871,939 1,129,448
Additions 2,957,500 - 421,625 3,379,125
Disposals - (257,509 ) (709,521 ) (967,030 )
At 30 April 2026 2,957,500 - 584,043 3,541,543
Depreciation
At 1 May 2025 - 246,481 795,562 1,042,043
Charge for year 34,998 3,204 74,143 112,345
Eliminated on disposal - (249,685 ) (709,521 ) (959,206 )
At 30 April 2026 34,998 - 160,184 195,182
Net book value
At 30 April 2026 2,922,502 - 423,859 3,346,361
At 30 April 2025 - 11,028 76,377 87,405

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2026

16. Fixed asset investments

Group
Listed
Investments
£   
Cost or valuation
At 1 May 2025 110,832
Revaluations 43,432
At 30 April 2026 154,264
Net book value
At 30 April 2026 154,264
At 30 April 2025 110,832

Cost or valuation at 30 April 2026 is represented by:

Listed
Investments
£   
Valuation in 2025 32,817
Valuation in 2026 43,432
Cost 78,015
154,264
Company
Shares in
Group
Undertakings
£   
Cost
At 1 May 2025
and 30 April 2026 20,000,000
Net book value
At 30 April 2026 20,000,000
At 30 April 2025 20,000,000

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiary

Reader Offers Limited
Registered office: UK
Nature of business: Travel agents & tour operators
%
Class of shares: holding
Ordinary 100.00
2026 2025
£    £   
Aggregate capital and reserves 8,184,989 8,521,788
Profit for the year 9,162,128 8,299,471

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2026

16. Fixed asset investments - continued


17. Debtors: amounts falling due within one year

Group
2026 2025
£    £   
Trade Debtors 135,668,628 118,521,273
Other Debtors 11,736 8,184
Value Added Tax - 116,433
Prepayments and Accrued Income 901,767 882,673
136,582,131 119,528,563

18. Cash in hand
Group Company
2026 2025 2026 2025
£    £    £    £   
Cash at Bank and in Hand 31,634,364 27,199,359 350,501 36,085

Cash and cash equivalents include amounts held in Escrow totalling £14,111,357 (2025: £11,103,494). 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.

19. Creditors: amounts falling due within one year

Group Company
2026 2025 2026 2025
£    £    £    £   
Other loans (see note 21) 162,967 - - -
Trade Creditors 160,502,687 136,438,091 - -
Amounts owed to group undertakings - - 3,000,000 2,000,000
Corporation Tax 167,349 182,089 - -
Social Security and Other
Taxes 234,149 184,824 - -
Value Added Tax 33,235 - - -
Other Creditors 134,174 62,138 - -
Directors Loan Accounts 2,129 2,129 2,129 2,129
Accruals and Deferred Income 780,974 1,548,054 64,915 250,864
162,017,664 138,417,325 3,067,044 2,252,993

20. Creditors: amounts falling due after more than one year

Group
2026 2025
£    £   
Other loans (see note 21) 2,140,590 -

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2026

21. Loans

An analysis of the maturity of loans is given below:

Group
2026 2025
£    £   
Amounts falling due within one year or on demand:
Other Loans - less than 1 yr 162,967 -
Amounts falling due between one and two years:
Other Loans - 1-2 years 169,607 -
Amounts falling due between two and five years:
Other Loans - 2-5 years 551,417 -
Amounts falling due in more than five years:
Repayable by instalments
Other Loans more 5yrs instal 1,419,566 -

22. Leasing agreements

Minimum lease payments fall due as follows:

Group
Non-cancellable
operating leases
2026 2025
£    £   
Within one year - 250,000
Between one and five years - 1,000,000
In more than five years - 2,000,000
- 3,250,000

23. Provisions for liabilities

Group
2026 2025
£    £   
Deferred tax
Accelerated capital allowances 147,152 78,519
Tax losses carried forward (1,234 ) (1,234 )
145,918 77,285

Other Provisions 2,187,681 2,439,745

Aggregate amounts 2,333,599 2,517,030

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2026

23. Provisions for liabilities - continued

Group
Deferred
tax
£   
Balance at 1 May 2025 77,285
Charge to Statement of Comprehensive Income during year 68,633
Balance at 30 April 2026 145,918


Cancellation
provision
Cruise miles
provisions

Total
£    £    £   
At 1 May 2025 1,842,274 597,471 2,439,745
(Credited)/Charged to profit or loss (329,427 ) 797,341 467,914
Redeemed in year - (719,978 ) (719,978 )
At 30 April 2026 1,512,847 674,834 2,187,681

A cancellation provision of £1,512,847 (2025: £1,842,274) has been recognised by the Company 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.

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2026

24. Called up share capital

2026 2025
£    £   
Allotted, called up and fully paid
Nil (2025 - 3,281,206) Ordinary A shares of £0.00001 each - 32.81206
Nil (2025 - 3,015,541) Ordinary B shares of £0.00001 each - 30.15541
Nil (2025 - 2,194,445) Ordinary C shares of £0.00001 each - 21.94445
8,491,192 (2025 - Nil) Ordinary shares of £0.00001 each 84.91192 -
4,162,349 (2025 - Nil) A Ordinary shares of £0.00001 each 41.62349 -
3,995,856 (2025 - Nil) B Ordinary shares of £0.00001 each 39.95856 -
166.49397 84.91192

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, on 20th August 2025, the trust was closed via a deed of termination on the same day. Up to this date the trust did not enter into any transactions with shareholders for the purchase of either Ordinary A Shares (2025 - nil) or Ordinary B Shares (2025 - nil) or Ordinary C Shares (2025 - nil) for which the trust paid a total consideration of £nil (2025 - £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 was the owner of 29.25% of the issued share capital of the Company. However this holding was transferred to The ROL Cruise Employee Ownership Trust on 30th June 2025 for a consideration of nil.

Employee ownership trust

The Company is the settler and the sponsor of The ROL Cruise Employee Ownership Trust, a discretionary trust which was executed as a trust deed on 15th October, 2024. Since the time of its inception, the trust has operated independently of the Company, acting through a trustee company, ROL Cruise Trustees Limited, as its sole trustee. The Company has no control over the assets and liabilities of the trust and, consequently, the assets and liabilities of the trust are not recognised in the Company accounts. The Company policy is that its contributions to the trust, which are paid out of distributable reserves, are made on a voluntary basis, and are not governed by any form of binding arrangement whatsoever.

On 15th October, 2024, the trust entered into a transaction with the shareholders of the Company for the purchase of 6,007,798 fully paid-up ordinary shares, representing 70.75% of the issued share capital of the Company, for a total consideration of £38,914,311. The Company settled the trust with an initial transfer of £10 but subsequently has made voluntary contributions to the trust in the financial year of £194,585 in relation to the stamp duty on the purchase of the shares.












ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2026

Share-based payments for employee share schemes

During the year, with the closing of the trust in relation to the Executive Share Option Scheme and the Employee Share Option Scheme all options lapsed on 20th August 2025. As a result the share based payment reserve has been transferred to the retained profit and loss.

The involvement of the executives and employees in the share schemes:



No. of shares
subject total
options

Option price
£0.000001

Outstanding at start of year 2,532,386 2,532,386
Granted during the year - -
Forfeited during the year (through leavers) - -
Surrendered during the year - -
Exercised during the year - -
Expired or lapsed during the year (2,532,386 ) (2,532,386 )
Outstanding at 30 April 2026 - -

25. 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. During the year all options lapsed and the share based payment reserve was transferred to 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 24). The repurchases have been made out of distributable reserves. The trust was closed via a deed of termination on 20th August 2025.

EOT purchase reserve
The Group is the settler and sponsor of The ROL Cruise Holdings Employees Ownership Trust. The reserve represents the consideration paid to the Trust (see note 24). The repurchases have been made out of distributable reserves.

Profit and loss account
Includes all current and prior period retained profit and losses.

26. 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 £170,583 (2025 - £117,933). Contributions totalling £13,584 (2025 - £12,800) were payable to the fund at the balance sheet date and are included in creditors.

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2026

27. 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 2026, the Group had in place an insurance backed bond with ABTA of £2,105,668
(2025: £2,105,668) to protect customer monies for its retail and non-licensable activities.

In addition, an insurance backed guarantee of £1,100,000 (2025: £1,500,000) payable to Oceania Cruises, of £1,500,000 (2025: £1,500,000) payable to Regent Seven Seas Cruises, of £200,000 (2025: £200,000) payable to NCL (Bahamas) Limited and of £3,000,000 (2025: £3,000,000) payable to Carnival UK.

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.

The Group has no other material contingent liabilities.

28. Related party disclosures

During the year, the Group paid £114,125 (2025 - £250,000) rent to Lexden House Limited, whose
owner was a previous shareholder of ROL Cruise Holdings Limited during the year.

ROL CRUISE HOLDINGS LIMITED (REGISTERED NUMBER: 08704999)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2026

29. Post balance sheet events

Unforeseen cancellations etc

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 company is likely to be affected.

Changes to FRS102 revenue recognition

The Financial Reporting Council's Periodic Review 2024 introduced significant amendments to Section 23 of FRS 102, Revenue from Contracts with Customers. The revised requirements introduce a five-step model for revenue recognition and are effective for accounting periods beginning on or after 1 January 2026.

The Company will be required to apply the revised requirements for the first time in the financial year ending 30 April 2027. Accordingly, the revised requirements have not been applied in the preparation of these financial statements for the year ended 30 April 2026.

The Company has commenced an assessment of the impact of the revised requirements, with particular consideration being given to its package holiday arrangements and arrangements under which the Company acts as agent.

The Company currently earns commission income from arrangements under which it acts as agent in arranging travel services provided by third parties. This commission is currently recognised as revenue on a net basis. Under the revised Section 23, where the Company is acting as agent, revenue is recognised on a net basis at the amount of the fee or commission to which the Company expects to be entitled.

The Directors therefore do not currently expect the revised requirements to result in a significant change to the recognition of commission income arising from arrangements where the Company acts as agent, subject to completion of the detailed assessment of the Company's contractual arrangements.

For package holiday arrangements where the Company acts as principal, the Company will be required to assess whether it controls the specified goods or services before they are transferred to the customer. Where the Company is determined to be acting as principal, revenue will continue to be recognised on a gross basis. Where the Company is determined to be acting as agent in respect of a particular specified good or service, revenue will instead be recognised on a net basis.

The Directors are continuing to assess the impact of the revised requirements on the Company's package holiday arrangements and the related presentation and timing of revenue. At the date of approval of these financial statements, the financial effect of applying the revised requirements in the year ending 30 April 2027 has not been fully quantified.

The Directors currently expect the principal impact of the revised requirements to be on the presentation and timing of revenue arising from certain package holiday arrangements rather than on the underlying profitability of the Company.

The revised requirements will be applied in accordance with the transition provisions of FRS 102.

30. Ultimate controlling party

The ultimate controlling party is ROL Cruise Trustees Limited, being the sole corporate trustee of the ROL Cruise Holdings Employees Ownership Trust.