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On the Beach Group plc Annual Report and Accounts 2024
FOR THE YEAR ENDED 30 SEPTEMBER 2024
On the Beach Group plcOn the Beach Group plc
Annual Report and Accounts
On the Beach Group plc
is one of the UK’s largest
online package holiday
specialists, with significant
opportunities for growth.
HOLA!
Financial highlights
Group revenue
1
£128.2m
FY23: £112.1m
Group TTV
2
£1,164.9m
FY23: £1,011.8m
Cash
£96.2m
FY23: £75.8m
Profit before tax
1
£26.5m
FY23: £14.4m
Adjusted profit before tax
3
£31.0m
FY23: £24.8m
Trust account
£139.5m
FY23: £108.6m
On the Beach Group plc Annual Report and Accounts 2024
Contents
Strategic report
2 At a glance
4 Chairman’s statement
6 CEO review
16 Chief Marketing Officer report
18 Key performance indicators
24 Chief Financial Officer report
30 Sustainability
53 Non-financial and sustainability
information statement
54 Risk report
59 Viability statement
Governance report
64 Chairman’s introduction
66 Directors’ biographies
70 Corporate Governance statement
79 Stakeholder engagement
84 Report of the
NominationCommittee
88 Report of the Audit Committee
94 Directors’ Remuneration report
114 Directors’ report
118 Independent auditor’s report
125 Statement of
Directors’Responsibilities
Financial Statements
128 Consolidated Income
Statement and Statement
ofComprehensiveIncome
129 Consolidated Balance Sheet
130 Consolidated Statement
of Cash Flows
131 Consolidated Statement
of Changes in Equity
132 Notes to the Consolidated
Financial Statements
168 Company Balance Sheet
169 Company Statement of Changes
in Equity
170 Notes to the Company
Financial Statements
Additional Information
172 Glossary of alternative
performance measures
180 Shareholder information
1. The prior periods are restated for the effects of discontinued operations.
2. Group Total Transaction Value ('TTV') is a non-GAAP measure representing the cumulative total transaction value of sales booked each month
before cancellations and adjustments. The prior periods are restated for the effects of discontinued operations.
3. A full reconciliation of all non-GAAP measures to the closest equivalent GAAP measure is included in the glossary. The prior periods are restated
for the effects of discontinued operations.
On the Beach Group plc Annual Report and Accounts 2024
01
Governance Financial StatementsOverview Strategic Report
At a glance
Since our inception
in 2004 we’ve evolved
from short haul beach
destinations to also
offering long haul and
premium beach holidays
and city breaks.
Our mission
We help people holiday
better and more often
Our values
We’re bold
We’re dynamic
We’re open
On the Beach Group plc Annual Report and Accounts 2024
02
Key:
– Selected top selling short haul and
long haul destinations
On the Beach Group plc Annual Report and Accounts 2024
03
Governance Financial StatementsOverview Strategic Report
Chairman’s statement
FY24 has been a pivotal year
forthe Company as we undertook
transformational changes to position
ourselves for future growth.
I am pleased to present the Annual Report and Accounts
of On the Beach Group plc for the financial year ended
30 September 2024.
Cash and liquidity
At 30 September 2024, the Group had a
combined cash balance of £235.7m, being
£96.2m in Group cash and £139.5m of
customer prepayments held in a ringfenced
trust account. As outlined in the CFO’s
report on page 27, the Group also has
access to a £85m revolving credit facility.
In line with its capital allocation strategy,
the Board has adopted a dividend policy
at 25% of net earnings. In May 2024, the
Board declared an interim dividend of 0.9p
per share. The Board is recommending a
final dividend in respect of FY24 of 2.1p per
share, to be approved by shareholders at
our AGM inFebruary2025.
With a strong balance sheet and
confidence in the strategy and business
model, the Board considers the launch of
an on-market share buyback programme
of up to £25 million to be an appropriate
use of surplus cash.
Organisational transformation
We have undertaken a comprehensive
review of our organisational design to
ensure it supports our strategy over the
coming years and have implemented
a number of changes, alongside new
ways of working and a leadership
developmentprogramme.
We have also initiated succession planning
for Bill Allen, our Chief Supply Officer,
who will be retiring in 2025. As part of
the refreshed organisational design,
JonWormald, our CFO, will be taking on
anexpanded role and taking responsibility
for the supply and commercial functions.
Our people & culture
Our people are central to our success,
and this year’s employee engagement
survey had an impressive response rate
of 87% and showed a strong engagement
score of 7.3 out of 10. Whileslightly lower
than last year, the score reflects the
ambitious organisational changes we’ve
made to support high performance and
align with our strategic goals. Weremain
encouraged by the positive engagement
of our teams and are committed to
reviewing the feedback and working
closely with our people to drive further
improvements. To strengthen our culture
and ensure it aligns with our values,
purpose, and strategy, we established
three new Employee Voice forums -
Wellbeing, Diversity & Inclusion, and
Community &Charity - alongside our
longstanding Pier Group forum.
These initiatives, led with valuable insights
from Veronica Sharma, our designated
Non-Executive Director for employee
engagement, allow the Board to hear
and act on the voices of our employees,
providing critical insight into our culture
and keeping us closely connected with
the perspectives and needs of our teams.
Financial performance
In FY24, the Company delivered another
record-breaking financial performance.
Group Total Transaction Value ('TTV')
reached £1.2 billion (+15% year-on-year),
and Group adjusted PBT reached £31.0m,
up +25% from prior year. The CFO report
provides further detail on the financial
results, on page 24.
Transformational partnership
with Ryanair
A major milestone this year was the
signing of a transformational partnership
with Ryanair. This partnership opens
up new opportunities for collaboration
and growth, enabling us to expand our
offering and to bring value, choice and
flexibility to more customers through
our ATOL protected package holidays.
Seepage 10 for further information.
Strategic expansion
We took the opportunity of the new
partnership with Ryanair to review
and refresh our strategy. During
FY24 we expanded into an additional
21 city destinations, and launched
www.onthebeach.ie in Ireland, through
which we can provide Irish customers with
package holidays. This expansion allows
us to increase our addressable market and
to cater for more of our customers’ holiday
needs. Further details can be found on
pages 12 to 15.
On the Beach Group plc Annual Report and Accounts 2024
04
Board changes
After nine years of dedicated service,
David Kelly will be stepping down from
the Board on 10 January 2025. Onbehalf
of the Board of Directors, I would like to
thank David for his exceptional contribution
and commitment. The Nomination
Committee has undertaken a thorough
succession planning process and an
extensive search for a replacement for
David. As at the date of this report, that
search is at an advanced stage and I look
forward to updating you soon on the new
appointment. Further details can be found
in the Nomination Committee report on
pages 85 to 86.
B2B simplification
During the year, we reviewed the
performance of our B2B business and
identified necessary changes to improve
performance. As a result we now operate
with a single brand (Classic Collection),
platform, legal entity and ATOL licence.
This simplification is designed to ensure
that the B2B distribution channel can
operate efficiently and profitably, while
providing a compelling proposition
to our travel agent partners and our
mutual customers.
Environmental, Social
&Governance ('ESG')
We have focused our ESG efforts on
areas where we can have the greatest
impact and where this supports our
overall strategy. We are undertaking a
number of Equality, Diversity & Inclusion
initiatives that enable us to build our
talent pipeline and which also contribute
positively to society and communities,
fostering equity and opportunities for all.
Further details can be found on pages
32 to 39.
In line with the commitment we made
last year, we have completed an analysis
of our total greenhouse gas emissions,
which revealed that our direct emissions
are 0.02% of our total emissions. We
have set an internal target to reduce our
Scope 1 & 2 emissions by 42% by 2030,
which is aligned with the Paris Agreement.
More information can be found in the
Sustainability report on page 45.
Regulatory landscape
andATOL reform
We remain frustrated by ongoing
delaysto ATOL reform, especially given
the significant taxpayer costs from the
collapses of Monarch and Thomas Cook,
and the inconvenience to passengers
during the pandemic, who were often
forced to accept vouchers or credit notes.
Fair, transparent, and consistent financial
security requirements are essential
for a level playing field and consumer
confidence. We continue to call for prompt,
meaningful action from Government and
regulators to achieve these goals.
Governance
The Group is committed to the highest
standards of corporate governance.
The Corporate Governance report on
page 70 sets out in more detail how we
have complied with the UK Corporate
Governance Code (the ‘Code’) during the
year (and explains why we do not comply
with Provision 11 of the Code between
the nine-year anniversary of David’s
appointment to the Board and the date
hesteps down from the Board).
Our Annual General Meeting will be
held on 25 February 2025 and all
shareholders are welcome to attend.
Conclusion
This year, the leadership team, led by
Shaun Morton, has delivered strong
financial results and has made great
strategic progress. I would like to
extend my sincere thanks to all our
colleagues for their dedication and
hard work, which have been essential
inachievingtheseoutcomes.
Looking ahead, I am confident that the
strategic initiatives we have implemented
this year have laid the groundwork
for continued success. The Company
is well-positioned to capture growth
opportunities and deliver long-term
valuefor all of our stakeholders.
Richard Pennycook
Chairman of On the Beach Group plc
2 December 2024
Richard Pennycook
Non-Executive Chairman
On the Beach Group plc Annual Report and Accounts 2024
05
Governance Financial StatementsOverview Strategic Report
£1.2bn
TTV for the full year
15%
Increase in TTV on last year
8%
Increase in airline capacity to
beach leisure destinations for
Summer 24 versus Summer 23
13%
Summer 24 year-on-year
volume growth
CEO review
Our asset light model and scalable
technology platform provide a structural
challenge to legacy tour operators.
Overview
On the Beach ('OTB') is a high
growthbusiness in a growing market,
underpinned by a scalable platform, a
brand that resonates with customers and a
proposition that delivers value formoney.
We operate in a sector where consumers
are not only seeking value, but also choice
and flexibility, as well as peace of mind
and financial protection. Our proprietary
technology, coupled with a low-cost,
asset light and cash generative operating
model provides a structural challenge to
touroperators.
This has been another record year for the
Group, continuing the strong momentum
from the first half and achieving TTV for
the full year of £1.2bn, representing an
increase of 15% on last year.
It also represents a year where the Group
has delivered transformational progress
against our strategic priorities, which
positions us well for accelerated growth.
We firmly believe that being asset light
and having the ability to access seats
from multiple airlines via our technology
is a clear competitive advantage for
OTBover traditional tour operators.
The Group is not limited to the schedule of
a single airline and does not bear its high
fixed costs. In 2024, there are estimated
to be 48m seats across the UK market
flying to OTB’s existing beach destinations
alone. Such healthy seat capacity provides
significant headroom for further growth for
OTB's current UK customer base of c.2m
passengers perannum.
Beach seat availability across the market
also continues to grow, underpinned
by an additional 8% airline capacity to
beach leisure destinations for Summer
24 versus Summer 23. OTB continues to
grow ahead of this rate, supported in part
by our new partnership agreement with
Ryanair signed in the year – a milestone
achievement – which ensures we have
secure access to Europe’s largest airline.
Shaun Morton
CEO
On the Beach Group plc Annual Report and Accounts 2024
06
Despite incurring one off costs of c.£3m
retaining Ryanair flights on sale prior
to finalisation of the agreement and
continuing to invest in expanding the
business in FY24, OTB significantly grew
profit before tax year on year, which is
very encouraging.
The travel and wider consumer market
has been impacted by increasing costs
over the past few years, including wage
inflation, insurance and regulatory
costs. Notwithstanding these structural
headwinds and an increasingly competitive
landscape, we have restoredprofitability to
the business, with FY24 reported Profit
Before Tax ('PBT') of £26.5m, +84%year
on year surpassing our previous peak,
achieved pre-pandemic.
During the year, we identified necessary
changes to the Group’s B2B operations.
As a result, we now operate with a single
brand leveraging the Group’s technology
platform and operations. These changes
have been successful in returning the
channel to profitability in FY24 and have
laid the foundations for sustainable
profitablegrowth.
We continue to improve operational
leverage across the Group, and FY24
represents the third consecutive year
that the business has increased Revenue,
EBITDA and EBITDA as a percentage
ofRevenue.
Critically the business has much
strongerfoundations and opportunities
forgrowth than it had pre-pandemic,
witha secure supply position and
muchlarger addressable audience.
Following a strong second half and full year
performance, the Group exits FY24 with
the momentum of a record forward order
book, with significant progress against
our strategic objectives and exciting
prospects for FY25 and beyond.
People
I’m incredibly proud of what we’ve
achieved this year and it’s thanks to
the combined energy and efforts of
our people – they remain the driving
force behind our continued growth
and success.
We continue to focus on maintaining a
diverse, collaborative, high-performance
culture, supporting our employees in all
aspects of their lives and encouraging
them to reach their full potential.
In addition to our engagement surveys,
we’ve launched three Employee Voice
forums focused on Equality, Diversity
& Inclusion, Wellbeing, and Community
& Charity, to provide us with real-time
insights around what matters most to our
employees and help us stay connected.
In our Annual Engagement survey,
weachieved a strong Engagement
Indexscore of 7.3 with an impressive
87%completion rate.
Considering the organisational changes
we’ve made this year to support the
successful delivery of our strategy,
it’s pleasing to see that our people
remain engaged and proud to work
forourbusiness.
We’re committed to listening and acting
on the feedback to continue making
OTBa great place to work.
I’m excited about what we can deliver
together in the year ahead and we’ve
worked hard to ensure everyone is clear
about the journey we’re on and the part
they play in our strategy for growth.
To maintain momentum, we’re further
strengthening our Leadership teams with
long-term development programmes
designed to support the continuous
growth and alignment of our leaders,
ensuring they’re equipped to support our
people and role model our behaviours
and values as we continue to grow.
On the Beach Group plc Annual Report and Accounts 2024
07
Governance Financial StatementsOverview Strategic Report
Strategic progress
As I mentioned, we have continued
to make significant progress with our
strategic development this year. Ongoing
investment into technology, brand,
proposition and supplypowers growth in
our core market and enables penetration
into ouraddressable expansion areas.
Investment in technology
We continue to develop the platform
with the key objectives being to improve
our customers’ booking experience,
enhance operational efficiency and
significantlyscale.
We are experiencing transformational
change within our Technology and
Product teams. Since signing the
Ryanairagreement, many of our
software engineers can focus on
adding value rather than be distracted
by operational issues, driving
greaterefficiency.
This year we have delivered significant
upgrades to our platform, meaning
we are limited only by the size of our
ambition, rather than the scalability
of our technology. FY24 highlights
include smart caching technology,
enabling billions of additional holiday
combinations delivered at speed and
live pricing capability which significantly
improves the pricing accuracy and
fulfilment success of our holiday offers.
During the year we re-platformed our
native Android and iOS apps, unlocking
native functionality, and also introduced
AI powered content, reducing hotel
onboarding time by 99%. The full
potential of all of these upgrades
enable us to expand our addressable
market significantly and at pace.
CEO review continued
On the Beach Group plc Annual Report and Accounts 2024
08
Investment in supply
Alongside investments in brand,
proposition, and technology, the Group
has invested in supply to support growth.
The Group offers seats from a diversified
group of low-cost carriers that fly to
short haul East and West Mediterranean
locations and has developed relationships
with destination specific carriers that serve
Turkey, which experienced a significant
increase in demand in recent years. As
referenced, signing the Ryanair agreement
provides OTB secure access to all relevant
low-cost flight supply from Europe’s
largestairline.
We believe that by having our own
relationships with hotel partners, we can
guarantee our customers the best prices
and an enhanced hotel experience, which
combined with our platform development
this year, unlocks European cities, which
represents a significant incremental
addressable market in FY25.
We also maintain relationships with
ourkey bedbank partners, which
allowsaccess to competitive prices
incore andexpansionmarkets.
Investment in our brand
and proposition
In line with previous years and with
strategy, we invested significantly in
OTB’s brand and proposition in FY24 to
continue to gain share in all segments.
Our brand spend continues to punch
above its weight, underpinning the
stretch into adjacent markets within
ourcore, including 5* and long haul in
recent years, and we are excited about
plans for new expansion markets in FY25.
We are making considerable progress
developing our customer proposition.
Being known as the ‘Home of Perks’ and
continually investing in the customer perks
offer, including lounge, fast-track and more
recently mobile data, significantly benefits
OTB. It offers a key point of differentiation,
makes our offline marketing campaigns
more effective, strengthens the brand,
attracts new customers, and improves
ourcustomers’ overall holiday experience,
increasing the likelihood of repeat
purchase. In FY24, our perks spend now
reaches more customers, is increasingly
efficient, is used to promote the app
andisembedded in our proposition.
Finally, from a customer perspective
we are investing in further automation
which –alongside a significantly reduced
number of customer inbounds – continues
to improve our customer experience.
I’d like to thank the service teams
for their tireless efforts in supporting
ourcustomers.
On the Beach Group plc Annual Report and Accounts 2024
09
Governance Financial StatementsOverview Strategic Report
RYANAIR
PARTNERSHIP
TAKES OFF
Case study
We signed our
transformational Ryanair
partnership agreement
in February 2024.
The agreement provides OTB with free and
fair access to Ryanair seats. This facilitates
a much smoother customer journey
when booking Ryanair flights as part of
an OTB package, significantly improving
their experience whilst enhancing OTB’s
operational efficiency.
This partnership means that our
customers will have a seamless
experience when booking a package
holiday with a Ryanair flight.”
Shaun Morton
Chief Executive Officer
1
Simplified our
technology
2
Reduced inbounds into contact
centre and operational costs
3
Improved working
capital efficiency
4
A simplified future
refunds process
We have also been working collaboratively
with Ryanair to resolve all historic refunds.
In addition to the operational benefits, this
milestone agreement unlocks additional
areas of strategic value and incremental
growth for OTB, not least our recent
expansion into the Republic of Ireland
andour expanded proposition into new
city destinations (more on thislater).
Finally, the agreement enables the
partiesto move on from litigation and
focus efforts on building the partnership.
This resolves a longstanding risk for the
Group and ensures that our customers
can book package holidays with a
Ryanairflight with complete confidence.
The partnership is an important
development for the holiday industry.
Itensures that customers will continue
to benefit from the enhanced consumer
protection that buying a package holiday
provides combined with the low-cost
fares that Ryanair offers. We hope this
industry leading collaboration can be
used as a blueprint for how the industry
and airlines can better work together
moving forwards.
Following implementation of the
agreement, we have:
CEO review continued
On the Beach Group plc Annual Report and Accounts 2024
10
On the Beach Group plc Annual Report and Accounts 2024
11
Governance Financial StatementsOverview Strategic Report
Our business model and strategy for growth
In last year’s Annual Report, we stated that we would be developing our strategic pillars to accelerate growth
across our core and expansion areas. As we continue to scale, we have four design principles to guide our mission;
‘wehelp people holiday better and more often’.
Our design principles
Consumers are
shopping around as
much as ever so we
are designing for
stickiness, to make
it easier to plan,
book and finance
your holiday year, to
increase value for
money and frequency
of purchase.
Stickiness
1
We are currently
a small part of our
customers’ annual
holiday repertoire, so
we are designing for
choice, to increase the
breadth of offering,
and the holiday wallet
that we compete for.
Choice
2
Consumers want both
the peace of mind of
a tour operator, and
the choice, value and
flexibility of an online
travel agent so we are
designing for peace
of mind, for hiccup-
free holidays to
increase NPS and
reduce churn.
Peace
of mind
3
Compared to the UK,
there are c.5x as many
Europeans flying to
beach destinations
so we are designing
for scale, automation
and to continue
to increase our
addressable market.
Scale and
automation
4
CEO review continued
Scale and
automation
On the Beach Group plc Annual Report and Accounts 2024
12
Our business model and strategy for growth
Since inception in 2004 and IPO in 2015, the Group has
specialised in selling beach package holidays online to UK
customers, typically travelling to short haul destinations in
‘Value’ (usually 3 and 4*) hotels. By investing in technology,
brand, proposition and supply, we have successfully extended
our core offering in recent years to include Long Haul and
‘Premium’ (usually 5*) holidays, all of which are also available
to book ‘B2B' via third party travel agents.
FY24 brought another step change in the strategic development
of the Group, through the expansion of the proposition to City
packages and into a new geography; selling package holidays
to the Republic of Ireland, collectively more than doubling our
addressable market.
Importantly, our asset light business model and scalable
platform enable us to sell both short and long haul holidays,
to 3, 4 and 5* hotels, across B2C and B2B channels in each
ofour new expansion markets.
As we add more product, attract new customers in new markets
and increase existing customers’ purchase frequency, we expect
customer annual value to increase. This will fuel the next stage
of our revenue growth whilst also increasing the efficiency of
our marketing spend.
We will not stop there; our ambition is to roll out our asset light
model and technology into new international markets with healthy
seat supply, and ultimately become one of Europe’s largest online
package holiday specialists.
Technology and supply improvements more
than double our addressable market.
Design for… Segment
Range
Hotels
Holidays
Geography
Scale and
automation
B2C B2B
Short haul Long haul
Beach
UK
3* 5*4*
City
Ireland
IPO
‘Value’ SH Beach
‘Premium’ SH Beach
+B2B Beach
+City breaks
+Republic of Ireland
(Beach and City)
+International markets
+Long Haul Beach
5m 5m 4m 5m 23m 6m
19m
48m
FY24 FY25
and beyond
Medium term ambition
FY24
On the Beach Group plc Annual Report and Accounts 2024
13
Governance Financial StatementsOverview Strategic Report
Core market overview
Market analysis
3 and 4*
(short haul
beachholidays)
In FY24, Group TTV of holidays to
3* and 4* properties increased by
13% and represented 64% of the
total (FY23: 65%).
Given strategic progress in recent
years penetrating adjacent higher
value markets, exposure to the 3*
end of the market is significantly
lower today than it has been in
previous years.
In FY24, 3* hotels now contribute
19% of B2C TTV (FY23: 21%),
providing a layer of insulation from
any macro-economic headwinds.
OTB continues to grow TTV
across 3* and 4* product as a
whole within its core addressable
market, by continuing to offer
choice, flexibility, value, peace
of mind and financial protection.
13%
YOY growth
(FY24 TTV)
64%
mix
(FY24 TTV)
Market analysis Market analysis
5*
(short haul beach holidays)
Long haul
(beach holidays)
TTV mix of 5* holidays has increased
from 32% in FY23 to 34% in FY24.
In FY24, Group 5* TTV was +21%
versus FY23.
The 5* market has shown greater
resilience to cost of living pressures,
recovering earlier, and the revenue margin
opportunity on each individual booking
is significantly greater. Attracting these
customers that typically book earlier
also gives the Group greater visibility
ofthe season ahead.
In addition to the factors supporting
growth across 3* and 4* markets, the
strategic actions OTB continues to take
to enhance its proposition, brand and
supply, position it well to continue
to outperform in the 5* market.
The Group continues to scale its long
haul offering and there remains a
significant organic growth opportunity in
long haul. Booked Long Haul TTV was
31% up vs a strong comparator in FY24
and long haul mix of Group TTV is now
up to 8%. Group Long Haul TTV has
multiplied by c.7x since FY19 to£91m.
OTB is now a brand firmly associated
with long haul as well as short haul
beach holidays and the market
opportunity for further growth
is significant from existing and
newdestinations.
OTB still under-indexes in long haul
package holidays versus the wider UK
market and the competitive landscape
is more fragmented and offline than for
short haul trips.
21%
YOY growth
(FY24 TTV)
31%
YOY growth
(FY24 TTV)
34%
mix
(FY24 TTV)
8%
mix
(FY24 TTV)
B2B
£ 40.6m
(FY24 TTV)
£3k
(FY24 B2B ABV)
Market analysis
The B2B channel operates in an
increasingly competitive market however
there remains a significant opportunity
to become the go-to B2B provider of
Ryanair packages, whilst having the
ability to offer tailor-made packages
forthe trade.
Changes made in the year have resulted
in a single brand trading as Classic
Collection and operating using the
Group’s scalable technologyplatform.
These changes have been successful
in returning the channel to profitability
in FY24, simplifying Group reporting and
laying the foundations for sustainable
profitable growth in FY25and beyond.
CEO review continued
On the Beach Group plc Annual Report and Accounts 2024
14
Additional expansion markets using the Group’s existing technology
Alongside accessing a new source
market, our platform development
this year is enabling expansion of
the proposition to new city routes.
We are attracting new customers to
the site and taking greater share of
our existing customer wallet, driving
greater marketing efficiency.
OTB research indicates that 52% of
those who have previously booked
through OTB are likely to consider
usfor city packages.
We have experienced strong growth to
date from our initial Cities proposition.
Developments to the platform in FY24
give us the ability to scale more quickly
and add more short haul and long
haul product. We are using AI to scale
our Cities expansion generating hotel
copy, USPs and mapping facilities.
Cities Ireland Future
FY24 marked another exciting milestone
for OTB as we launched the sale of
package holidays for customers in the
Republic of Ireland via onthebeach.ie.
There is significant demand for beach
package holidays from the Republic of
Ireland, and significant seat capacity
available to our core destinations.
We are using the same technology
and brand as the UK market, with
entry into the Republic of Ireland.
Tour operator competition is
relativelylimited.
We estimate the Irish market represents
approximately 15% of the size of the UK
market. The website has been live since
July 2024, and has made a promising
start with an increasing run rate of
bookings, which gives us confidence
that we can capture meaningful
incremental volume from this market
inFY25.
New holidays New geography New market(s)
The acceleration in the Group’s
strategic progress in FY24 has
enabled expansion into the Republic of
Ireland and a broadening of our offer
to City packages. Securing free and
fair access to Europe’s largest airline
increases the potential for the Group
to add additional source markets
beyond the UK and the Republic
of Ireland in the future. TheGroup
continues to assess strategic and
commercial opportunities to expand
into new markets either organically
or byacquisition.
We are excited about our strategy, what we can achieve across the Group
and look forward to updating on progress and delivery later inFY25.
Shaun Morton
Chief Executive Officer
2 December 2024
On the Beach Group plc Annual Report and Accounts 2024
15
Governance Financial StatementsOverview Strategic Report
Zoe Harris
Chief Marketing Officer
Chief Marketing Officer report
The last year has been another
exciting year for us all in the
customer team at On the Beach!
Additionally, we’re thrilled that more
customers than ever have enjoyed a perk
on their holiday this year, with 148,000 free
places in airport lounges and 263,000 free
airport security fast-track passes meaning
thousands of our 4 and 5* customers have
been able to start their holidays in style
thisSummer.
And our latest perk of free mobile data
has removed the risk of returning home
to a whopping phone bill for over 67,000
ofour holidaymakers.
We’ve also launched some seasonal
special perks to meet particular customer
needs. The former F1 driver Johnny
Herbert helped us produce safety guides
for customers enjoying free mobility
scooters in Benidorm, and our back
to school laundry perk made sure our
customers didn’t arrive home to suitcases
of laundry the week before being back
to school. We were particularly pleased
to have raised awareness of the issue
of ‘invisible swimwear’, giving away
thousands of colour safe kids’ swimsuits
to our customers for extra safety in and
around swimming pools, and calling on
the Government for legislation to ban
retailers from producing swimwear in
dangerouscolours.
Our asset light business model, with no
commitments on either seats or hotel
rooms, means we really can be customer
first in the holidays that we sell and
recommend to people. Increased use
of data and personalisation is reaping
rewards in terms of customer stickiness
and bookings, as we showcase users
the holidays that best meet their needs
and offer value for money, rather than
needing to promote distressed stock.
Our brand spend continues to punch
above its weight, delivering strong
campaign performance on key metrics
including spontaneous awareness, top
three consideration and perceptions of
value for money. This year, we have had
the highest level of brand traffic and
bookings since 2019. Ad awareness and
campaign equity has built over the last
three years following consistent usage
of our campaign assets.
The addition of Paddy McGuinness as
brand ambassador has increased the
cut through of our advertising, bridging
particularly well between TV that builds
fast awareness in peak, to radio used to
maintain saliency year-round.
Our unique proposition of trusted
customer service, plus perks, plus
choice, value and flexibility continues to
resonate with an ever expanding group
of consumers, demonstrated by our ever
broadening customer mix and growth in
the number of people that use us for their
5* and long haul holidays.
Consumer and customer research shows
we have opportunity for more brand
stretch, with appetite for us taking our
proposition into new verticals, and we
are looking forward to fulfilling more
customer needs as we diversify into new
city break destinations in the year ahead.
Our teams are passionate about giving
our customers jollier jollies. We have
made considerable improvements in our
customer experience, further increasing
the ease with which people can book
and holiday with us, as well as developing
self-serve capability for our customers,
making it quicker than ever for us to
answer customer queries.
We’re proud that more
people than ever have
trusted us with the
most important week
or two of their year,
their beachholiday.
over 1.7m
people holidayed with us
431,000
5* holidays Pax
23,600
Long haul holidays
On the Beach Group plc Annual Report and Accounts 2024
16
Lastly, we continue to take a newsroom
approach to our campaign development,
newsjacking cultural moments whenever
we can. Our favourite example of this
was our launch of a competition to
find a streetcleaner from Beckenham,
aged between 62 and 64, with the
surname Spiers. By coincidence, the only
entrant – and winner – happened to be
someone who had recently lost out on
a holiday gifted to him from a Go Fund
Me campaign from local residents due
to contractual constraints with his
employer. The story ran far and wide,
including over 40 pieces of national
coverage, was the most read story on
sites such as LADbible, was featured in
hourly news bulletins on ITV, Channel 5
and BBC, and there was even an article
in the Washington Post!
I am incredibly proud of how seriously our
customer service and marketing teams
take their responsibility in delivering
our customers the most wonderful time
of their year, and love that we go out
of our way to make their holiday as
joyful as possible. It is a privilege to be
part of a team that wakes up every day
motivated and passionate about giving
our customers even jollier jollies.
Zoe Harris
Chief Marketing Officer
2 December 2024
On the Beach Group plc Annual Report and Accounts 2024
17
Governance Financial StatementsOverview Strategic Report
OTB statutory revenue (£m)
2022 20242023
0
25
50
75
100
125
2022 20242023
OTB statutory gross profit after marketing costs (£m)
£75.1m
£63.6m
£48.2m
0
10
20
30
40
50
60
70
80
2022 20242023
OTB adjusted revenue (£m)
1
£86.9m
£114.6m
£106.9m
0
20.0
40.0
60.0
80.0
2022 20242023
OTB marketing spend % statutory revenue
37.0
38.0
39.0
40.0
41.0
42.0
43.0
2022 20242023
OTB adjusted EBITDA (£m)
1
£36.3m
0
10
20
30
£32.1m
£22.1m
40
2022 20242023
OTB adjusted EBITDA as a % of adjusted revenue
1
30%
25%
0
10
20
30
40
32%
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
45%
38%
36%
120.0
100.0
0%
5%
10%
15%
20%
25%
30%
35%
35
25
15
5
£119.2m
£106.1m
£87.1m
Total marketing spend (£m)
OTB adjusted EBITDA
Total spend as % of Stat Revenue
EBITDA % Revenue
1. A full explanation of all adjusted performance measures is included in the glossary.
Financial
Key performance indicators
£m
£m
£m
£m
£m
£m
%
On the Beach Group plc Annual Report and Accounts 2024
18
2022 20242023
B2B TTV (£m)
1, 3
£40.6m
£28.0m
£31.1m
0
15
30
45
2022 20242023
Group passenger numbers (booked) (m)
2, 3
1.7m
1.6m
1.4m
0
0.75
0.50
0.25
1.00
1.25
1.50
1.75
2.00
1. Total Transaction Value ('TTV') is a non-GAAP measure representing the cumulative total transaction value of sales booked each month before cancellations
andadjustments.
2. Group passenger number is defined as the number of passengers booked in the year.
3. The prior year comparatives have been adjusted to exclude the performance of discontinued operations.
Group TTV (£m)
1, 3
£1,164.9m
£1,011.8m
£793.8m
0
100
200
400
600
800
1,000
1,400
1,200
2022 20242023
OTB TTV (£m)
1
£1,124.2m
£983.8m
£762.7m
0
400
600
800
1,000
1,200
2022 20242023
200
£m
m
£m
£m
On the Beach Group plc Annual Report and Accounts 2024
19
Governance Financial StatementsOverview Strategic Report
1. The prior year comparatives have been adjusted to exclude the performance of discontinued operations.
2. A full explanation of all adjusted performance measures is included in the glossary.
Group adjusted revenue (£m)
1, 2
2022 2024
£123.4m
2022 20242023 2023
£112.9m
£93.1m
0
50
100
150
Group adjusted profit before tax (£m)
1, 2
£31.0m
£24.8m
£14.6m
0
10
20
40
30
2022 20242023
2022 20242023
Group revenue (£m)
1
£92.9m
£2.9m
£128.2m
£26.5m
£112.1m
£14.4m
0
50
100
150
Group profit before tax (£m)
1
Financial continued
Key performance indicators continued
£m
£m
£m
£m
0
5
10
15
20
30
25
On the Beach Group plc Annual Report and Accounts 2024
20
25%
22%
Voluntary employee turnover
19.3%
0
5
10
15
20
25
30
8.1
7.6
Employee engagement
7.3
6
7
8
9
Link to design principle Link to design principle
%
Score (out of 10)
2022 20242023
2022 20242023
Each of our non-financial KPIs map to all 4 of our design
principles(see CEO report) which underpin our strategy
forgrowth,i.e. choice, stickiness, peace of mind and scale
&automation.
Non-financial
4 43 32 21 1
Description
Voluntary turnover tracks the number of employees who have
left of their own volition and provides a measure of our ability to
retain employees.
Performance
We are continuing to see a reduction in voluntary turnover,
which has decreased for the third year running to 19.3%.
Description
Overall employee engagement score from the employee
engagement survey (administered by Hive; a third party).
Performance
We achieved an annual engagement score of 7.3 out 10;
a strong result following significant organisational change
throughout the year.
Choice
Stickiness
Peace of mind
Scale & automation
1
2
3
4
On the Beach Group plc Annual Report and Accounts 2024
21
Governance Financial StatementsOverview Strategic Report
47.7m
18.9m
26.4m
2022 2023
56.8m
Brand traffic share
2024
60.9m
29.7m
0 0
20 20
40 40
60 60
80 80
100 100
47
50
Net Promoter Score
49
0
10
20
30
40
50
Link to design principle
Link to Design Principle
Brand
Sessions
Brand Share
Non-Brand
Sessions
2022 20242023
NPS
72%
68%
67%
Non-financial continued
Key performance indicators continued
Choice
Stickiness
Peace of mind
Scale & automation
1
2
3
4
4
4
3
3
2
2
1
1
Description
Data shows the percentage share of sessions that have come
from brand and non-brand channels.
Performance
Another record year of sessions (90.6 million) to onthebeach.co.uk
with absolute growth in both brand and non-brand sessions.
Description
Index that measures willingness of customers to recommend
the Company’s services to others. It gauges a customer’s
overall satisfaction and provides us with insight into our
customers’ views.
Performance
Customer sentiment remains high, with 86% scoring us 7 or
more on whether they would recommend us to friends or
family. The FY24 Score was impacted by operational disruption
prior to Ryanair integration.
Millions
%
On the Beach Group plc Annual Report and Accounts 2024
22
27%
30%
Brand consideration – Top 3 choice
29%
0
10
5
15
20
25
30
25% 25%
Spontaneous brand awareness
27%
0
5
10
15
20
25
30
Link to Design Principle
Link to design principle
2022 20242023 2022 20242023
%
675
Key brand metrics – multiplied
750
0
200
500
600
800
1,000
Link to Design Principle
2022 20242023
Total
4321
Description
This metric combines our top two brand indicators by
multiplying Spontaneous Awareness with Brand Consideration
(Top 3 choice), providing a single measure of brand strength.
Performance
This year saw our highest ever performance across
spontaneous brand awareness and Top 3 consideration
combined, despite no increase in investment, driven by
improved effectiveness from imaginative repetition of
our campaign assets used to communicate our unique
perksproposition.
783
Choice
Stickiness
Peace of mind
Scale & automation
1
2
3
4
4
4
3
3
2
2
1
1
Description
Chart shows the % of people who name On the Beach, without a
list or prompt, when asked to think of a beach holiday company.
Performance
Spontaneous awareness reached an all time high in FY24 as
media optimisation and consistency continued to pay off.
Description
Chart shows the % of people who consider On the Beach as
one of their top three choices when booking a package holiday.
This is directly linked to purchase intent.
Performance
Our consistent creative approach and optimised media channel
mix has driven increased marketing efficiency, resulting in a
strong top 3 brand consideration ranking, enabling us to reduce
year on year above the line media spend.
%
On the Beach Group plc Annual Report and Accounts 2024
23
Governance Financial StatementsOverview Strategic Report
Chief Financial Officer report
Summer 24 performance was particularly
strong with passenger numbers for those
holidays departing between May and
October up 13% onthe prior year.
Jon Wormald
Chief Financial Officer
The Group’s financial performance for the year ended 30 September 2024 ('FY24') is reported in accordance with UK adopted
international accounting standards and applicable law.
Following the discontinuation of activities in relation to the CCH (Classic Collection Holidays) segment during the year, the Group
is now streamlined into two principal financial reporting segments, being OTB (onthebeach.co.uk and sunshine.co.uk) and Classic
Collection. Prior periods have been restated accordingly.
The Group acts as agent across both segments as it is not the primary party responsible for providing the components that make
up the customers’ booking. As a result, revenue is accounted for on a booked rather than travelled basis.
Group overview
2024
Adjusted¹
£m
2024
GAAP
£m
2023
Adjusted¹
£m
2023
GAAP
5
£m
Group TTV
2
1,164.9 1,011.8 –
Group revenue 123.4 128.2 112.9 112.1
Group gross profit 116.9 121.7 107.2 106.4
Group profit before tax
3
31.0 26.5 24.8 14.4
Basic earnings per share
4
14.1p 12.1p 12.0p 7.2p
Group cash 96.2 75.8
Dividends per share 3.0p –
On the Beach Group plc Annual Report and Accounts 2024
24
1. Adjusted measures are non-GAAP measures, a full explanation of the adjustments is included in the glossary. The prior period is restated for the effects of the
discontinued operations.
2. Group TTV is a non-GAAP measure representing the cumulative total transaction value of sales booked each month before cancellations and amendments.
3. Group adjusted profit before tax excludes amortisation of acquired intangibles of £2.8m (2023: £5.2m), share-based payments cost of £2.3m (2023 restated: £1.1m)
fair value losses on forward currency contracts of £nil (2023: £0.8m) and exceptional income of £0.6m (2023 restated: exceptional costs of £3.3m). A full explanation
of the adjustments is included in the glossary.
4. Adjusted earnings per share is Group adjusted profit after tax for continuing operations divided by the average number of shares in issue during the period.
Earnings per share is Group profit after tax for continuing operations divided by the average number of shares in issue during the period.
5. The prior period is restated for the effects of discontinued operations.
Overview of the year
Revenue of £128.2m was £16.1m (14.4%) higher than FY23.
The Group delivered record TTV for the third consecutive year despite significant price deflation in the second half of the year as
a result of additional capacity in seat supply from the low cost carriers.
Summer ‘24 performance was particularly strong with passenger numbers for those holidays departing between May and October
up 13% on the prior year.
Revenue includes £4.8m of exceptional income following the settlement of Ryanair refunds litigation, however is also stated after
incurring £3m of one off costs ensuring the continuation of Ryanair supply prior to finalising the integration.
The Group continues to focus on improving the operational efficiency of its cost base, with both marketing costs and admin
expenses reducing as a % of revenue vs the prior year. Group headcount was down by 14% at the year-end reflecting the B2B
changes and the reduced headcount in our contact centre operations following the Ryanair partnership.
Group profit before tax was £26.5m, an increase of 84% (FY23: £14.4m).
Cash has increased to £96.2m (FY23: £75.8m), enabling the Board to determine that sufficient surplus cash exists, alongside
investment for continued organic growth, to be able to recommend a final dividend of 2.1p alongside a share buyback programme
ofup to £25m.
Overheads
2024
Adjusted¹
£m
2024
GAAP
£m
2023
Adjusted¹
£m
2023
GAAP¹
£m
Overheads % TTV 3.1% – 3.3% –
Overheads % revenue 29% 28% 30% 30%
Total marketing % revenue 35% 33% 37% 37%
1. Adjusted measures are non-GAAP measures, a full explanation of the adjustments is included in the glossary. The prior period is restated for the effects of
discontinued operations.
Overheads as a % of revenue have reduced to 29% (FY23 restated: 30%) with inflationary pressures in respect of wages and
salaries offset by a reduction in overall headcount following the B2B restructure and operational efficiencies arising from the
Ryanair partnershipagreement.
Adjusted EBITDA has increased to £38.0m (FY23 restated: £32.2m). A full explanation of adjusted measures is included
in theglossary.
On the Beach Group plc Annual Report and Accounts 2024
25
Governance Financial StatementsOverview Strategic Report
Chief Financial Officer report continued
Exceptional items
Group exceptional items on a net basis are £0.6m in the year with £4.8m of exceptional income following the settlement of
refunds litigation with Ryanair offset by £4.2m of exceptional costs incurred in the year. Costs related to legal and professional
fees in respect of litigation (£3.9m) and restructuring costs (£0.3m).
Exceptional items in the prior year (restated) amounted to £3.3m, being legal and professional fees (£2.0m) and restructuring
costs (£1.3m).
Cash and liquidity
The Group remains in a strong financial position with combined cash balances of £235.7m (2023: £184.4m):
– Group cash, excluding amounts held in trust, of £96.2m (30 September 2023: £75.8m).
– Customer prepayments held in a ringfenced trust account of £139.5m (30 September 2023: £108.6m).
Net finance income in the year has increased to £5.3m (2023 restated: £2.4m) due to the impact of higher base rates.
We remain frustrated by ongoing delays to ATOL reforms. We understand that following the change in Government during the
year there is now no definitive timetable in place. We will continue to take proactive steps to ensure we are able to compete fairly
in the market whilst continuing to provide protection to our customers.
OTB performance
2024
Adjusted¹
£m
2024
GAAP
£m
2023
Adjusted¹
£m
2023
GAAP¹
£m
TTV 1,124.2 – 983.8 –
Revenue 114.6 119.2 106.9 106.1
ECL (1.7) (1.7) (1.9) (1.9)
Gross profit 112.9 117.5 105.0 104.2
Online marketing costs (30.2) (30.2) (26.0) (26.0)
Offline marketing costs (12.2) (12.2) (14.6) (14.6)
Gross profit after marketing costs 70.5 75.1 64.4 63.6
Overheads (34.2) (34.2) (32.3) (32.3)
Depreciation and amortisation (12.2) (12.2) (9.9) (9.9)
Exceptional operating income/(costs) – (4.2) – (3.3)
Share-based payments – (2.2) – (1.1)
Amortisation of acquired intangibles – (2.2) – (4.2)
Operating profit 24.1 20.1 22.2 12.8
EBITDA 36.3 34.5 32.1 26.9
1. Adjusted measures are non-GAAP measures, a full explanation of the adjustments is included in the glossary. The prior period is restated for the effects of
discontinued operations.
Revenue has increased to £119.2m (FY23: £106.1m). This is as a result of strong bookings across both Winter and Summer
seasons,with ABV increasing by 2% despite a significant deflationary environment in H2 as a result of excess capacity across
low-cost carriers.
Revenue includes the impact of additional one-off costs of £3m incurred ensuring continuation of Ryanair supply prior to finalising
the integration.
Marketing and overhead costs are up 5% year on year despite a 14% increase in TTV due to the focus on improved operating
leverage as we continue to improve EBITDA margin % back towards pre-pandemic levels.
On the Beach Group plc Annual Report and Accounts 2024
26
Classic Collection performance
2024
Adjusted¹
£m
2024
GAAP
£m
2023
Adjusted¹
£m
2023
GAAP¹
£m
TTV 40.6 – 28.0 –
Revenue 8.8 9.0 6.0 6.0
Cost of sales (4.8) (4.8) (3.7) (3.7)
ECL – – (0.1) (0.1)
Gross profit 4.0 4.2 2.2 2.2
Gross profit after marketing costs 3.8 4.0 1.5 1.5
Overheads (2.1) (2.1) (1.4) (1.4)
Depreciation and amortisation (0.1) (0.1) – –
Share-based payment charge – (0.1) – –
Amortisation of acquired intangibles – (0.6) – (0.9)
Operating profit/(loss) 1.6 1.1 0.1 (0.8)
EBITDA 1.7 1.8 0.1 0.1
1. Adjusted measures are non-GAAP measures, a full explanation of the adjustments is included in the glossary. The prior period is restated for the effects of
discontinued operations.
Classic Collection provides an online B2B platform that enables high street travel agents to sell dynamically packaged holidays
totheir customers. Following the discontinuation of CCH in the year, the prior year results have been restated and include only
the results of the legacy Classic Package Holidays segment.
Revenue for the year was £8.8m (FY23 restated: £6.0m), as a result of both increased booking volumes and an increased ABV.
EBITDA was £1.7m (FY23 restated: £0.1m) following a significant reduction of costs on the discontinuation of CCH in the year.
Financing
In December 2022, the Group refinanced its credit facilities with Lloyds Bank and NatWest and entered into a new facility for
£60m expiring in December 2025. The facility agreement included the option for two one-year extensions, both of which have
now been exercised. The revised expiry date is therefore December 2027.
In January 2024, an option was exercised to extend the facility by £25m in order to provide additional working capital headroom for
continued growth. This extension is effective until July 2025. Details of the current facility limits and maturity dates are asfollows:
Existing facilities £ Issued Expiry
Drawn at
30 September
2024
RCF – Lloyds Bank £42.5m Dec 2022 Dec 2027 Nil
RCF – NatWest £42.5m Dec 2022 Dec 2027 Nil
Total facilities £85m
Share-based payments
The Group has a number of Long-Term Incentive Plan ('LTIP') schemes in place which vest subject to continued employment and
performance criteria. In accordance with IFRS 2, the Group has recognised a non-cash charge of £2.3m (FY23 restated: £1.1m).
The share-based payment charge represents a non-cash charge for the expected cost of shares vesting under the Group’s LTIP.
The change in the year is a result of a reduction in the number of awards in the year as well as the change in expectations for
non-market based performance conditions. Given the volatility and size of these charges they are added back to provide
comparability to prior periods.
On the Beach Group plc Annual Report and Accounts 2024
27
Governance Financial StatementsOverview Strategic Report
Chief Financial Officer report continued
Taxation
The Group tax charge of £6.3m represents an effective rate of 24% (FY23: 22%). An increase in the UK corporation rate from 19%
to 25% (effective from 1 April 2023) was substantively enacted on 24May 2021.
Cash flow
FY24
£m
FY23
£m
Profit before tax from continuing operations 26.5 14.4
Loss before tax from discontinued operations (7.2) (2.0)
Depreciation and amortisation 15.1 15.3
Net finance income (5.3) (2.6)
Share-based payments 2.3 1.2
Net loss on disposal of property plant and equipment 0.6 –
Net loss on disposal of intangible assets 0.2 –
Loss on discontinued operations 4.6 –
Movement in working capital (4.3) (4.1)
Corporation tax (3.9) (0.2)
Cash generated from operating activities 28.6 22.0
Other cash flows
Capitalised development expenditure (10.2) (12.0)
Capitalised intangible assets (0.1) –
Capital expenditure net of proceeds – –
Net finance income 5.4 2.8
Payment of lease liabilities (1.8) (1.5)
Dividends paid (1.5) –
Total net cash flows 20.4 11.3
Opening cash balance 75.8 64.5
Closing cash at bank 96.2 75.8
Closing trust balance 139.5 108.6
The cash flow profile of the Group has followed a similar pattern to the prior year with the majority of customers travelling in the
period June to September and therefore the cash flows (excluding any cash held in the trust account) experienced a trough prior
to June and a peak following this. As a result the available credit facilities are only utilised for a short period.
Net cash inflows were £20.4m (2023: £11.3m). This is due to increased profitability in the period and increased interest income given
the high base rate environment. Not included in the Group’s cash position is £139.5m (FY23: £108.6m) of customer prepayments held
in a trust account to be released once the customer has travelled. The Group remains in a strong financial position with sufficient
cash reserves to continue to invest in its continuing success.
On the Beach Group plc Annual Report and Accounts 2024
28
Discontinued operations
During the year we reviewed the
performance of our B2B business, being
the Classic Collection Holidays ('CCH') and
Classic Package Holidays ('CPH') segments
and identified necessary changes to
improve performance. As a result of these
changes the Board believes that CCH
should be presented as discontinued
operations due to a number of factors
including the different revenue expected
tobe recognised (on an agency basis) in
the future.
As a result of these changes we will
operate with a simpler operating model
for the benefit of suppliers, agents and
customers, see note 10 for further details.
As a result of these changes we have
recognised a loss on discontinued
operations of £7.2m. This includes the
write-off of £4.6m of goodwill previously
attributed to the CCH segment, as well
as redundancy costs, onerous contract
provisions and the loss for the period.
The freehold premises from which CCH
previously operated are shown as an asset
held for sale at the year-end. Following
the sale of these premises, which is
expected to complete in early 2025, the
discontinuation of CCH is expected to be
cash neutral.
The prior year also includes the
discontinuation of our International
business. In FY23 this contributed
revenue of £0.9m and an operating
lossof £0.5m.
Capital allocation
Following the introduction of a revised
capital allocation policy in FY23, the
Board has continued to invest in organic
growth whilst maintaining capital
discipline. The Board has previously
signalled its intention to re-introduce
a dividend for FY24 given the return
to normal market conditions and a
sustainable cash generative business
model. Alongside this, the Board
considers the launch of an on-market
share buyback programme of up to
£25m as being appropriate in light
of the Group’s cash generation and
strong balance sheet. The Company
would intend to cancel those shares
upon buyback providing a positive
enhancement to EPS.
Dividend
The Board is recommending a final
dividend of 2.1p per share (2023: Nil). An
interim dividend of 0.9p per share was paid
in May2024. The Board is comfortable that
the Company has sufficient distributable
reserves to recommend the dividend and
commence the share buybackprogramme.
Current trading and outlook
Our FY24 growth has continued into the
new financial year with YTD TTV is +14%.
Our forward book is at record levels and
Group winter ‘24 YTD TTV is +25%. We
approach our key booking period in Q2
with significant momentum. Our platform
and proposition are stronger than ever
and we are taking share in adjacent
markets. Current trends and strategy
giveus confidence that summer‘25 will
be significantly ahead ofsummer ’24.
Medium-term guidance
In the medium-term the Group’s ambition
is to deliver TTV of £2.5bn, EBITDA of
£100m (40% of Revenue) and Adjusted
PBT of £85m. Delivery of the strategy
is underpinned by our asset light, cash
generative model and strong balance
sheet. We have the opportunity to
accelerate delivery of our ambition with
complementary targeted M&A, however
we will retain a disciplined approach.
Jon Wormald
Chief Financial Officer
2 December 2024
On the Beach Group plc Annual Report and Accounts 2024
29
Governance Financial StatementsOverview Strategic Report
BEACH
HOLIDAYS.
FAIRLY. FOR
EVERYONE.
FOREVER.
Sustainability
We are committed to conducting
our business the right way and we
want to drive meaningful change
across the industry in areas that
are strategically important.
To that end, we developed an ESG strategy aligned to our
purpose, values and strategy that will help build resilience
in the business, improve behaviours in our supply chain,
create long-term value and ultimately drive positive change.
On the Beach Group plc Annual Report and Accounts 2024
30
50%
of our exec team are female
3
new employee voice forums
aligned to focus areas above
7.3
employee engagement
Index score
87%
response rate to employee
engagement survey
5
new family friendly
policies launched
79%
reduction in the word count of
our customer T&Cs
3,785
signatures on our safe
swimwear petition
1,551
sustainable hotels available
on our website
0%
of waste sent to landfill
0.02%
of direct emissions make up
total emissions
42%
reduction in direct emissions
set as internal target by 2030
255
trees planted via
FruitfulOfficepartnership
Here
for people
An inclusive workplace that
champions diversity, attracts
and fairly rewards talent, and
strengthens communities
through outreach and
socialmobility initiatives.
Here for
holidaymakers
Providing safe and accessible
holidays that empower and
inspire customers to travel
more sustainably.
Here for
the planet
Reducing our environmental
impact and helping to protect
our natural environment.
Focus areas
• Health and wellbeing:
Supporting employee health
and wellbeing and cultivating
an engaged, skilled and
rewarded workforce.
• Diversity and inclusion:
Creating an inclusive workplace
that attracts talents from
diversebackgrounds.
• Giving back:
Giving back to communities and
empowering our employees to
support causes they care about.
Link to SDGs
Link to SDGs
Link to SDGs
Focus areas
• Health and safety:
Deliver the holiday our
customers bought, safely.
• Customer satisfaction:
Make our holidays accessible
and ensure customers have
value, choice, flexibility and
agreat holiday experience.
• Sustainable travel:
Empower and inspire
our customers to travel
moresustainably.
Focus areas
• Climate:
Responding to the climate crisis
and measuring and reducing
ourGHG emissions.
• Operations:
Reducing the environmental
impact of our operations and
developing an environmentally-
responsible culture.
• Oceans:
Protecting our beaches and
oceans for future generations.
2024 highlights 2024 highlights 2024 highlights
On the Beach Group plc Annual Report and Accounts 2024
31
Governance Financial StatementsOverview Strategic Report
I feel really lucky to work for a
company that takes employee
wellbeing seriously.”
Rob Brooks
Social and Content Lead
Sustainability continued
Here for people
We’re proud of our diverse, talented and dedicated
people. They’re the driving force behind our success
and we’re committed to investing in their growth,
enhancing their experience with us, and supporting
them in reaching their full potential.
We continue to focus on enhancing
employee engagement and making
On the Beach an inclusive place
to work where everyone feels
empowered to be their authentic
selves and supported toreach
their fullpotential.
Supporting our people
Supporting our people in all aspects of
their lives, helping them to reach their
potential, and contribute to our success
remains a priority for us, and this was
front of mind when we introduced some
changes to our employee benefits earlier
this year. We were delighted to launch our
new family-friendly policies that have seen
us introduce:
• enhanced maternity, shared parental,
and adoption leave – 12 weeks’ leave
at 100% pay and 27 weeks’ leave at
75% pay;
• enhanced paternity leave –
fourweeks at 100% pay;
• two weeks of paid fertility leave
foreither parent;
• pregnancy loss leave to support
anyone who loses a baby at less
than24 weeks; and
• parental bereavement leave to
support our employees when the
absolute worst happens – up to
12weeks at 100% pay.
FY25 focus
• Introduce a long-term
development programme
to support the continuous
growthand alignment of
our Executive and senior
leadership team.
• Design an internal
leadership development
programme, aligned to the
Executive programme, to
support the continuous
growthofourleaders.
• Creation of a Senior Leadership
Forum to strengthen
communication throughout
the organisation, ensuring that
information flows effectively,
both upward and downward.
• Continue to create
opportunities via our
schooloutreach programme.
• Embed our vision and
values across the whole
employeejourney.
FY24 highlights
• New and improved benefits for
employees including family-
friendly policies, enhanced
pension contributions and
holiday buy.
• Employee Voice forums
established with a focus
onWellbeing, Equality,
Diversity& Inclusion, and
Community & Charity.
• Achieved a strong Employee
Engagement Index score of
7.3out of 10 and a response
rate of 87%.
• Continued focus on
increasing the capability and
development of our people
leaders, building onour Up
leadershipprogramme.
• Established initiatives to support
education in our communities,
providing technical and
vocational skills and helping
toadvance social mobility.
On the Beach Group plc Annual Report and Accounts 2024
32
Q
How did the new
shared parental
leave benefit you
andyourfamily?
A
Shared parental leave
allowed me to spend valuable
time with my new daughter
without having to use annual
leave or significantly drop my
pay.
It was amazing to get that
time while she’s still so young
and this leave allowed us
to go on two small family
holidays as a new family –
times I will always cherish!
Q
How did you split
theparental leave?
A
I was able to split the
parental leave in two
two-week stints a couple
of months apart and take
the time off with my partner,
Liv, and our new daughter.
Q
How did the shared
parental leave help to
improve your overall
work-life balance?
A
Having a child for the first time
is daunting, and as someone
who takes great pride in work,
I was worried about how I might
balance work and my new home
life. However, shared parental
leave gave me important breaks
from work when they were
sorely needed, usually after long
stints of very early mornings
and demanding evenings as
anew dad.
Q
Do you feel the shared
parental leave policy
reflects our commitment
to supporting employees
and their families?
A
Absolutely. I feel really lucky to
work for a company that takes
employee wellbeing seriously
and this shared parental policy
is a huge reflection of that.
Honestly, I’m not sure what
I’dhave done without it!
Rob Brooks
Social and Content Lead
Family-friendly
Q
How important do
you think it is for
companies to offer
shared parental
leave in today’s
workenvironment?
A
I think shared parental
leave is important today
more than ever, especially in
families where both parents
are career-driven and in
full-time employment. With
the cost of living shooting up
every year, now more than
ever, time is a commodity
that is so precious and
makes such a huge
difference to a new parent.
Q
What advice would
you give to other
parents or expectant
parents considering
taking shared
parental leave?
A
You should do it – seriously.
It can seem quite daunting
to take on at first with forms
to fill out, decisions on when
you’ll take the time and, of
course, a discussion to be
had with your partner on
how much time you’ll share.
But this benefit isn’t available
at every workplace and is
worth its weight in gold.
On the Beach Group plc Annual Report and Accounts 2024
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Governance Financial StatementsOverview Strategic Report
Sustainability continued
Here for people continued
Guide
dog visit
Case study
As part of our ongoing commitment
to employee wellbeing, our
Wellbeing Forum invited Guide Dogs
UK to visit our Manchester office,
transforming an ordinary workday
into a memorable experience. Our
people had the chance to meet
and interact with the guide dogs,
offering some much-needed canine
companionship. One employee
shared, “What started off as a typical
miserable day in Manchester turned
into one of my favourite working
days ever! All I needed was some
canine cuddles.” The event not only
provided a wellbeing boost for our
team but also supported the charity’s
work, giving people the opportunity
to purchase merchandise and make
donations. It quickly became one of
our most popular wellbeing activities,
highlighting the positive impact of
initiatives that also give back to
thecommunity.
When someone decides to bring their
career to On the Beach, we believe
they should get the full benefit from
themoment they walk through the door
(bethat physically or virtually!) and this
is why we’ve made our family-friendly
benefits and others, available to all our
people from day one of employment.
Alongside this, we introduced the option
to buy additional leave and increased
ouremployer pensioncontributions.
We also continue to provide free 24/7
access to our Employee Assistance
Programme via Simplyhealth, giving our
people access to 24/7 confidential in-the-
moment support with any mental wellbeing
challenges or financial and legal concerns.
Alongside this, they have access to virtual
GP appointments at a time that works for
them and can claim cashback to help with
a range of everyday health treatments and
services including dental, physio and eye
tests and glasses.
Our caring team of Mental Health
First Aiders together with our newly
formed Wellbeing Employee Voice
forum (representing employee voice
around all things wellbeing) also provide
great resources and events to support
employee wellbeing, including a very
popular visit from the Guide Dogs!
Connection and collaboration
We’re focused on making sure that
everyone feels connected to our
ambitions and journey, that they
understand where we’re going, how
we’ll get there, the role they’ll play
in our future success and how we’ll
demonstrate our values in everything
wedo.
We use our monthly all-hands
(BeachLife)to keep everyone connected
with our journey, sharing updates and
celebrating achievements, and we’ve
introduced communication platforms to
support cross-business collaboration
andcommunication wherever our people
are working.
We were delighted to involve our people
in the official launch of our transformational
Ryanair partnership when Eddie Wilson,
Ryanair CEO joined us in our Aeroworks
office for a live press event and Q&A
session. It was a great opportunity to come
together and celebrate this important
milestone in thisway.
We know that positive relationships and
strong social connections at work can be
a key factor in helping employees reach
their potential, and this is why we continue
to host monthly social events, giving our
people a chance to come together and
connect in a relaxed environment.
On the Beach Group plc Annual Report and Accounts 2024
34
Laura Meaney
Paralegal and Claims Manager
Talent development
We support and encourage our people
to grow and develop through a range
ofdifferent learning opportunities.
This includes access to professional
development qualifications and
programmes, training workshops to
enhance skills and knowledge, and
tailored learning sessions to support
development and personal and
professional growth.
In addition, we leverage flexible learning
through our learning platform, Learnerbly.
Alongside lots of free resources on the
platform, we provide everyone with a
personal allowance that they can use
to invest in books, courses, coaching,
and other resources. This allows them to
tailor their learning experience to align
with their individual learning style, needs
andcareer goals.
We actively encourage our people
to embrace continuous learning and
development and share useful resources
and content, including podcasts (such as
the Squiggly Careers series), TED talks,
andbook recommendations to help
support conversations around growth.
Q
Tell us about your
recent qualification
A
In August I qualified with
CILEX as a Litigation Executive
after the completion of all
my exams. Once I have
completed my portfolio, I
will be a Chartered Legal
Executive/Lawyer.
Q
How does it feel to
have OTB support
you with this?
A
It’s amazing. Their support
not only provides valuable
opportunities for growth but
also makes me feel proud
to be part of a team and
company that truly cares.
Q
What next?
Anyfurther quals
inthe pipeline?
A
I'll be looking for further
courses to support my
development and enhance
my knowledge, but for now
Iam definitely taking a
breakfrom exams!
Q
How did you balance
study work and
homelife?
A
Managing full time work,
studying, and a busy home
lifewas a challenge, but
On the Beach supported
me with study time in the
run up to my exams and
mymanager provided
someuseful insight
intostudytechniques.
Professional
development
“ When someone decides
to bring their career to
On the Beach, we want
to make sure they feel
supported from the
moment they join us.”
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Governance Financial StatementsOverview Strategic Report
Here for people continued
Women in Travel
Board member
This year, I was
invited to join
the Board of the
Association of
Women in Travel
('AWTE')…
… and it’s been an incredible
experience working alongside
inspiring women, and championing
opportunities within the travel
industry. I’m also part of the TTG
30 under 30 cohort this year, which
recognises future leaders of travel.
Both of these roles offer
fantastic opportunities for my
professional and personal growth
and development. Even though
muchofthe involvement happens
outside of work hours, it’s great
toknow that On the Beach and
mymanager recognises and
supports my development in
thisway.
Leadership development
This year, we’ve introduced a long-
term development programme to
support the continuous growth and
alignment of our Executive team. In line
with this, we’re designing an internal
leadership programme, building on the
Up programme we introduced last year,
tosupport the continuous growth of our
leaders across the Group.
The internal programme has been
designed following an extensive learning
needs analysis to ensure the most critical
learning needs are met first in order to
support our strategic ambitions. The
programme will offer our leaders the
choice to attend a variety of learning
events that align with their identified
development needs. Leaders will also
be able to access our new Learning
and Development Hub, designed to
focus learning aligned to our leadership
principles and promote self-driven
development and curiosity.
We encourage and support all of our
employees to also look for opportunities
outside of the workplace that will
support their professional development,
expand their leadership skills, and foster
networking opportunities too.
Employee Voice
We regularly seek feedback from
our employees via our anonymous
engagement surveys. Our annual
engagement survey runs every October
using the Hive platform, and in addition
we run quarterly short Pulse surveys.
These insights are crucial in helping us
understand what’s going well and where
we may need to challenge our thinking
and do things differently. By doing this
we can enhance the daily experiences
of our employees while staying focused
on making On the Beach a great place to
work. The insights from recent surveys
led to the creation of our three Employee
Voice forums: Wellbeing Forum, Equality,
Diversity & Inclusion ('EDI') Forum and
Community & Charity Forum.
We’ve driven a lot of change through
our organisation this year to support the
successful delivery of our strategy and we
were pleased to see that our people have
remained positively engaged throughout.
In our annual engagement survey FY24 we
achieved a strong employee engagement
index score of 7.3 and an impressive
response rate of 87%.
We’re committed to listening to and
acting on their feedback to drive further
improvements and continue making
Onthe Beach a great place to work.
We encourage diversity of thought, and
our newly established Employee Voice
Forums are helping with this. Our three
forums play a key role in representing
employee voice aroundtheimportant
topics of Wellbeing, ED&IandCommunity.
Sustainability continued
Manisha Blair
Marketing Manager
On the Beach Group plc Annual Report and Accounts 2024
36
Q
How did it feel to be
nominated for and
win an Above and
Beyond Award?
A
Surprised and seen! It had
been such a busy quarter
where the business had been
able to deliver so much value
for our customers. In a time
where everybody had worked
so hard it felt extremely special
to have been chosen for
theaward.
Q
What were you
recognised for?
A
I was looking for a next
level challenge to help build
my confidence in my own
abilities and show next level
delivery capabilities; and was
asked to lead a key booking
path project.
I worked across a number of
teams to ensure successful
delivery on time, and received
some great feedback from my
managers and peers.
Quote from Lilly’s manager:
"Lilly smashed this piece of
work, while at the same time
continuing their contributions
to the team, and picked up
other work alongside this
to ensure their team was
alsosuccessful."
Q
What does this
recognition mean to
you on a personal
and professional
level?
A
It’s a massive achievement
on all levels. Given my age
and experience there’s
always a level of doubt
in the back of your head
whenyou get assigned
abigresponsibility.
Being given the chance to
work on this project, that I
received the award for, felt
almost too good to be true.
This has really boosted
my confidence across the
board – knowing that my
work is of value and is
beingrecognised as such.
Q
What motivates you
to go above and
beyond in your role?
A
When you think of someone
that you don’t know so well,
especially in the workplace,
we tend to focus primarily on
the role they perform. I want
to be known as someone
who works hard and that
can be trusted – and going
above and beyond may be
the most straight-forward
way to leave that impression.
Lilly Helbling
Software Engineer
Above and
Beyond winner
They’ve started some great conversations
across the business through our dedicated
Slack channels and are helping to drive
some meaningful change, with specific
targets for the year ahead, including
reducing our gender pay gap and
celebrating diversity across our business.
This is aligned with our strategic direction
to ensure that our people have a voice in
these importantareas.
The forums also feed into our established
Pier Group, chaired by Shaun Morton.
Thisensures that our Chief Executive
hears the employee voice firsthand and
can work with Pier Group to ensure we
continue to drive meaningful change for
our people.
Veronica Sharma is our dedicated
Non-Executive Director for workforce
engagement and regularly meets with
Pier Group to discuss ideas and progress,
provide industry insights and advice and
ensures the employee voice is heard by
the business and the Board.
Reward and recognition
Our reward structure is designed
to ensure we can attract, retain and
incentivise our people to enable us
to deliver our business strategy.
Further information on reward and
workforce remuneration can be
foundin the Workforce report on
pages104to105.
We recognise and celebrate great work
with our quarterly Above and Beyond
Awards and our End of Year Awards.
Everyone gets a chance to nominate
those peers who are really going the
extra mile, and the winners are selected
by the Executive team and celebrated
at Beach Life, our monthly all-hands
meeting. These awards shine a light
on the amazing drive, commitment and
talents of our people and the respect
and support that our people have for
each other. Over the year, we’ve had
over 180 nominations and celebrated
15winners.
On the Beach Group plc Annual Report and Accounts 2024
37
Governance Financial StatementsOverview Strategic Report
Talent attraction
We understand and value the strength
that diversity brings, and that’s why we’re
committed to creating an inclusive and
supportive culture at On the Beach where
our people feel valued, respected, and
empowered to reach their potential,
regardless of gender.
Attracting and securing diverse talent
will always be key to our success and
we continue to review and improve our
talent acquisition process to ensure
we’reachieving this.
The more diverse we are, the better we
can understand our customers, their
wants and needs and work together
tofind innovative solutions.
This year we supported the Reframe
Women in Tech Conference which is all
about championing women in technology.
It’s great to be part of events like this
where we can listen and learn from others
and proudly talk to women about our
inclusive, supportive culture and about
careers in Technology at On the Beach.
We also have an eye on our future
talentpipeline through the work
that we’re doing with schools and
colleges, tosupport social mobility.
Werecognise the important role we can
play in educating and inspiring young
people around careers in Technology,
particularlygirls, and we’re building a
programme that will enable us to start
these conversations as early as Year 7.
Here for people continued
Sustainability continued
I felt surprised and seen! In a time where
everybody had worked so hard, it felt extremely
special to have been chosen for the award.”
Lilly Helbling
Software Engineer
In March, we combined a celebration for
International Women’s Day with a visit
from a local high school to support early
career conversations. We invited the
students to our offices where they met with
inspirational women from right across our
business who shared their varied and very
different career stories - helping to provide
some inspiration and food for thought.
We’ll continue to build on our partnership
with local schools with a focus on
inspiring and attracting future talent.
You can read more about this in our
Gender Pay Gap report.
Jennie Cronin
Chief People Officer
“ We want to help
increase our
understanding of
social inclusion and
the barriers that
exist and give our
time and support
tohelp the students
to grow, develop,
experience and find
new opportunities.”
On the Beach Group plc Annual Report and Accounts 2024
38
Board gender
diversity
Executive
Committee
Direct reports
to the Executive
Committee
Group
Male Female Prefer not to say
44%
56%
9 8
30
554
50%
50%
53.33%
46.67%
56.68%
43.32%
Gender pay gap data
We have published our 2024
GenderPay Gap report (covering
theperiod April 2023 to April 2024).
The full report is available at
https://www.onthebeachgroupplc.com/
people/responsibility.
Our mean hourly pay gap is 27.6%
(2023: 35.3%). Our mean gender pay
gap is now at the lowest level in our
last six years of reporting.
Our long-term ambition is to reduce
this gap further and our commitment to
closing our gender pay gap is as strong
as ever. We’re pleased to see that the
data is tracking positively to reflect this.
We’re committed over the long term to
designing and developing foundations
that will sustain and embed inclusivity
across our business, and gender is a
key part of this. Although we’re making
progress, we continue to experience
challenges in two key areas: Technology
and Contact Centre, and these therefore
remain a primary focus.
We know that this is an industry-wide
challenge and we’re continually
looking at how we can encourage
more women into technology roles,
and understand the barriers to
progression and development for
ourcurrent women in tech.
We have strong gender diversity
across all functions with the number of
women equal to or greater than men
in most functions, and we continue
to focus on creating a supportive
environment where women can thrive
and develop at all levels.
We’re looking forward to building on
the great work we’ve done this year, in
particular further enhancing the support
we offer for our people who are
experiencing menopause symptoms,
through our partnership with Henpicked.
You can read more about our plans in
the Gender Pay Gap report.
Giving back
It’s important to us that we play our part
in giving back and we also want to help
our employees to support causes they
careabout.
Through our Fundraising Boost scheme, we
give the fundraising efforts of our people
an extra boost, and this year they’ve been a
busy bunch raising money for their chosen
charities by completing Swimathons, Ultra
marathons and everything in between.
We’ve also partnered with DKMS UK as
our Charity of the Year and we’re using our
collective and combined efforts to raise
awareness of their work, grow the stem
cell register and fundraise to support their
mission to delete blood cancer. It’s a charity
that’s close to our hearts as our much-loved
colleague passed away after a two-year
battle with a form ofblood cancer and no
stem cell donor matches on the register.
See also our Case Study on our visit from
Guide Dogs UK on page 34.
Employment of
disabledpersons
The Group has carefully adhered to policies
in relation to the employment of disabled
persons. Selection for employment,
promotion, training, and development
(as well as other benefits and awards)
are made based on merit, aptitude, and
ability and the Group does not tolerate
discrimination in any form, including in
relation to disabledcandidates.
The Group works on a one-to-one basis
with employees who need support with
any health conditions, physical or mental,
at any point in their career journey with On
the Beach, to understand how all of their
individual needs can be met. For example,
we’ll conduct risk assessments and detail
all adjustments that need to be made to
accommodate the additional needs of
individual employees, eg, disabled parking
space, step-free access,and specific
workstation needs.
Our gender diversity
Group data as at 30 September 2024.
On the Beach Group plc Annual Report and Accounts 2024
39
Governance Financial StatementsOverview Strategic Report
Sustainability continued
Here for holidaymakers
We are committed to delivering safe, accessible,
and memorable holidays that give our customers
value, choice, and flexibility – while inspiring more
sustainable travel choices for a positive impact on
people and the planet.
FY25 focus
• Optimisation of automation to
enable customers to manage
their booking more easily.
• Development of App so that
our customers can access
their holiday booking in a
onestopshop.
• Continued engagement with
suppliers to encourage and
incentivise hotels to obtain a
sustainability accreditation.
• Ongoing lobbying of
Government and Regulators
toensure a competitive and
fairmarket.
FY24 highlights
• Launched pilot scheme to
highlight sustainable hotels
tocustomers.
• Launched safe swimwear
campaign to highlight dangers
of light-coloured swimwear,
to raise awareness and call
forchange.
• Updated customer T&Cs to
make shorter, simpler and
moreunderstandable.
• Continued improvements
of the end to end
customerexperience.
Health and safety
We are committed to maintaining and
developing a culture of safety and risk
awareness throughout our organisation
to the benefit of our customers,
suppliers and employees. We have a
comprehensive overseas health and
safety management system in place,
which has been reviewed and approved
by the Board, which has ultimate
responsibility for health and safety.
The Group’s Health and Safety team,
through processes and procedures,
delivers on our committed safety
standards. Risk and safety standards
are measured in a number of ways,
including remote evidence-based
verification, review of documentation
and certification and physical audits
to ensure compliance. Potential
improvements identified are followed up
with our suppliers to provide continuous
support and proactively improve safety
throughout our supply chain. The Health
and Safety Committee are responsible
for reviewing and assessing the risk
management processes and continuous
monitoring of standards. The Health and
Safety Committee meets on a quarterly
basis and reports to the Board on health
and safety matters. We also provide
helpful content to our customers via
our health and safety hub to help keep
customers safe on their holidays.
We have implemented a formal incident
and crisis management plan to help
ensure that in the event of a disaster
or crisis, we are prepared and able to
respond quickly and effectively. Thisis
regularly updated to take account
oflearnings from recent events.
On the Beach Group plc Annual Report and Accounts 2024
40
Customer satisfaction
Holidays are the best bit of our customers’
year, and we need to do everything
we can to make sure it measures up to
ensure that they go with a swing!
Our holiday perks continue to help
customers get even more joy from their
holiday, be that starting holiday earlier
with free fast-track airport security, feeling
like you are travelling premium with free
airport lounge or free mobile data to stay
connected whilst chilling bythe pool.
We continue to optimise our customer
service experience, with ever increasing
self-serve and automation, making it
quicker, easier and cheaper for customers
to make amends to their bookings and/
or get answers to their queries. We have
introduced new ways for customers to
contact us based on their feedback (eg,
live chat), improved the speed at which
we deal with customer queries, increased
the opening hours of some of our service
teams and multiskilled our service agents
to improve first time resolution. Our pledge
to give our customers jollier jollies is a call
to arms that drives and unites us across
allareas of the business.
On the Beach Group plc Annual Report and Accounts 2024
41
Governance Financial StatementsOverview Strategic Report
Sustainable
hotels
Case study
During FY24 we have continued to engage
with suppliers to encourage and incentivise
them to obtain a sustainability accreditation.
We use Rating.Bio to compare and measure
the sustainability of the hotels that we sell.
Sustainability may not be an immediate
focus for our customers when they
are searching for their holiday. They
are prioritising other matters such as
value for money. However, now that
we have sustainability data, we have
taken the first steps in displaying
some sustainability information for
ourcustomers who may be interested
in this information.
We have launched a sustainable
holidays section on our website making
it easier for our more climate-conscious
customers to make an informed
decision about where they choose to
holiday and marked certain hotels as
sustainable where they have a Rating.
Bio sustainability score. These are
very early days but we will continue to
review the sustainability information
we give our customers as this is likely
to become an increasingly relevant
consideration over the medium to
long term.
Number of sustainable hotels
available on site as at 2 July 2024
1,551
Sustainability continued
Here for holidaymakers continued
Accessible holidays
We believe that holidays should be
enjoyed by all. There are a number
of things we are doing to make our
holidaysmore accessible:
• Spreading the cost: We offer low
deposits and instalment payments
toallow customers to spread the
costof their holiday, and have
recently introduced Klarna as an
additional option for customers who
may prefer to pay for their holiday in
instalments that run after the holiday
rather than before it.
• Finding the right holiday: We have
introduced greater personalisation
capability through automation and
AI so we can show consumers and
users holidays which are most likely
to meet their requirements.
• Inclusive design: We develop all of
our consumer facing materials with
inclusive design to ensure our product
is as accessible and usable by as many
people as possible.
• Special assistance: We want to
make sure everyone can have an
enjoyable holiday that suits their
needs. We have an experienced team
who can help customers with any
special assistance requests and we
ask customers to let us know of any
special assistance requests or needs
at the time of booking so that we can
check, whether possible, whether
those needs can be met.
We will continue to innovate to develop
products and processes that make travel
easier and more accessible for everyone.
On the Beach Group plc Annual Report and Accounts 2024
42
Swimwear
campaign
Case study
Providing safe and accessible holidays for
our holidaymakers to ensure the very best
customer experience is one of our key focus
areas and during FY24 we have focused on
swim safety.
This led to us undertaking some
research into child swimwear safety:
66% of children own swimwear which
is blue, white or grey and these
colours are extremely difficult to
see underwater, even just 2 metres
below the surface, and in some cases
impossible to see. Our research
also told us that 90% of parents are
not aware that certain colours of
swimwear cannot be seenunderwater.
We want to ban blue, white and grey
children’s swimwear to avoid any
unnecessary accidents and have
called upon the UK Government to
urgently review retailers being able
to sell these colours for children’s
swimwear aged between 0-16 years
old. We started a change.org petition
with over 3,785 signatures and
have enlisted the help of Rebecca
Adlington, four-time Olympic gold
medallist to raise awareness.
Additionally, recognising the
importance of swimwear colour,
we offered 5,000 pieces of vibrant
On the Beach swimwear for free to
those that made a qualfying booking,
ie a package holiday with a child,
and promoted safe swimming by
offering a discounted swim lesson.
These initiatives have contributed
towards the expansion of our perks
programme so even more customers
can get their holiday started sooner.
Giving back and supporting the
people and communities we serve
is part of our commitment to embed
community engagement activity
through our business. We signposted
on our website the valuable resources
from the Royal Life Saving Society UK
along with a link to make a donation.
Customer terms & conditions
We want our customers’ experience of
choosing and booking their holiday to be
easy and enjoyable. Before committing
to the holiday, we ask our customers to
accept our booking conditions and that
ofour suppliers.
We want our T&Cs to be easy to
understand, as short as possible, and
inthe same tone of voice that we speak
to our customers normally. This year,
we gave our T&Cs a beachy makeover
to achieve this objective and we rolled
these out to our customers during FY24.
Our previous word count was 12,829
and having undertaken a full review
of our T&Cs our new word count is
2,725 – currently the shortest in the
industry. Positive feedback was received
from a cross section of our employees
and a selection of our customers
(Very Important Beachers). They were
also externally reviewed by our legal
advisersspecialising in travel.
The launch of the new T&Cs included
a marketing competition to win a free
holiday. This perk was hidden within
the T&Cs and claimed within the first
twodays.
On the Beach Group plc Annual Report and Accounts 2024
43
Governance Financial StatementsOverview Strategic Report
Sustainability continued
Here for the planet
We focus on managing climate risks, meeting
compliance standards, and reducing our direct
emissions with a set GHG target, while protecting
natural spaces and fostering responsible practices
within our influence.
Climate change – areas of focus
Climate change represents a global
crisis of unprecedented scale, with rising
temperatures, extreme weather events,
and the urgent need to reduce carbon
emissions placing significant pressure
onthe aviation and travel sectors.
For the Company, climate change
presents both risks that need careful
management and potential opportunities.
As a responsible business, we recognise
our role in supporting our customers
andsuppliers, while responding to
growing consumer interest in
climate-conscious decisions.
Our ongoing focus is on:
• Emissions: understanding our
emissions, setting an appropriate
target and working towards it.
• Suppliers: engaging with suppliers
toencourage sustainable practices.
• Customers: monitoring customer
attitudes towards sustainability, with
the flexibility to adapt as priorities shift.
• Operations: improving sustainability
within our own operations.
• People: supporting our employees in
climate-related initiatives that matter
to them.
FY25 focus
• Working towards our targets:
implement plans to ensure we
can meet the internal targets
we have set ourselves.
• Engagement with suppliers:
continue to engage with
suppliers on climate and
sustainability matters.
• Operations: continue to look at
how we can reduce the amount
of waste generated and commit
to hitting our target of 0% of
waste sent to landfill.
• People: continue to support
our employees’ contributions to
our targets through training and
engagement exercises.
FY24 highlights
• Scope 3 GHG emissions:
updated our analysis of our
total emissions.
• Scope 1 & 2 targets: we set
internal targets for our Scope 1
& 2 targets, which follows the
latest climate science, and had
our baseline data verified by an
independent third party.
• SBTi risk/benefit analysis: with
the information from our Scope
3 assessment, we conducted
an analysis and concluded the
risks outweighed the benefits
of setting a science-based
targetvalidated by SBTi.
• Operations: we reduced
usage of both natural gas and
electricity, and maintained our
target of 0% of waste from our
head office sent to landfill.
On the Beach Group plc Annual Report and Accounts 2024
44
This section of the report outlines some key developments
during FY24, as well as statutory greenhouse gas ('GHG')
emission reporting and our climate-related financial disclosures.
Emissions
Inventory of total emissions
During FY24, we engaged Envantage, our environmental advisers,
to conduct a full GHG inventory for our Scope 1 and 2 emissions
for our UK based operations as well as global Scope 3 emissions
sources across our value chain. The inventory covers the period
from 1 October 2022 to 30 September 2023 ('FY23'). Total GHG
emissions were calculated following best practice set out by the
GHG Protocol Standard for carbon accounting. GHG emissions
for Scope 1 and 2 were calculated using activity data. Activity data
was also provided for the majority of Scope 3 emissions including
the flights, hotel stays and transfers. Financial data was used for
ancillary purchased goods and services only.
FY23 Total – 567,754 tCO
2
e
Flights
Hotel Stays
Transfers
Scope 3
Emissions
Scope 1 & 2
Emissions
0.02%
0.30%
0.30%
3.40%
95.90%
Our own direct emissions, primarily from energy consumption
at our two head office locations, are minimal, representing just
0.02% of our total emissions. With intensity ratios of tCO
2
e/£m
revenue at 1.38 and tCO
2
e/employee at 0.3, these emissions
are small in the context of the Group’s overall footprint.
Indirect emissions, however, account for 99.98% of our total
emissions. The travel services our customers use make up
99.6% of this, with flights contributing 95.9% and hotels
contributing 3.4%.
Target setting
Armed with the emissions inventory, the Company engaged
Envantage to help set a target to reduce its Scope 1 and
2 emissions and assess the potential risks and benefits of
pursuing a target validated by the Science Based Target
initiative ('SBTi').
The output of this work is that the Company has committed
to reducing absolute Scope 1 and Scope 2 GHG emissions
by 42% by 2030, using FY23 as the base year. This target is
internally agreed and excludes biogenic land-related emissions
and removals from bioenergy feedstocks. The boundary of
the target includes all emissions within Scope 1 and 2, with no
exclusions made from the emissions inventory.
The target is ambitious enough to meet the current SBTi
criteria, modelled using the latest climate science and aligned
with the goals of the Paris Agreement. Progress towards this
target will be reported annually in the Company’s Annual
Report and Accounts. However, for the reasons outlined below,
the Company has decided not to seek validation from SBTi.
To provide additional assurance, the Company engaged an
independent third party, Lucideon, to verify the accuracy and
completeness of the Scope 1 and 2 inventory on which the
targets are based.
Target Score
Base
Year
2023
Target
Year
2030
Target
Lifespan
(years)
Scope 1 Emissions (tCO
2
e) 24.7 14.3 6
Scope 2 Emissions (tCO
2
e) 76.6 44.4 6
Scope 1 & 2 Emissions (tCO
2
e) 101.3 58.7 6
Assessment of risks and benefits of setting a SBTi
The Company understands that setting a SBTI can offer several
benefits, including demonstrating leadership in climate action,
aligning our sustainability efforts with global climate goals, and
providing a clear roadmap for reducing emissions across the
business. It can also enhance credibility with environmentally-
conscious customers, investors, and other stakeholders.
However, the requirements of the Science-Based Targets
initiative ('SBTi') pose significant challenges for our business.
A key concern is that SBTi requires targets to be set for Scope
3 emissions — indirect emissions resulting from the services
our customers use, such as flights and hotels. These emissions
account for 99.98% of our total emissions, yet we have very limited
ability to control or meaningfully influence them, particularly
in the case of flight emissions, which constitute 95.9% of our
total footprint. The inability to directly manage or reduce these
emissions presents a significant risk. Setting targets we cannot
confidently achieve could expose the Company to reputational
and operational risks, particularly ifwe are unable to meet
those goals due to factors outside ourcontrol.
Given the disproportionate influence of Scope 3 emissions on
our overall carbon footprint and our limited ability to drive change
in this area, we have concluded that the risks associated with
committing to a science-based target currently outweigh the
potential benefits. Our focus will remain on taking action where
we have control and influence, such as reducing our own direct
emissions and working collaboratively with suppliers to improve
sustainability across the value chain.
On the Beach Group plc Annual Report and Accounts 2024
45
Governance Financial StatementsOverview Strategic Report
Suppliers
As noted on the previous page, flights make up nearly 96%
of our total emissions, with limited ability for us to control or
influence this. However, airlines have made notable progress
in sustainable aviation, including introducing more fuel-efficient
aircraft, increasing the use of sustainable aviation fuels ('SAF'),
and setting commitments to achieve net zero emissions
by2050.
In contrast, we have greater influence over our hotel suppliers
and have engaged with them to encourage sustainability
accreditations. In partnership with Rating.Bio, we are working
to help more hotels register their sustainability credentials. As
at 2 July 2024, 1,551 hotels in our portfolio had been rated as
sustainable by Rating.Bio, allowing us to offer greater transparency
around sustainability efforts to our customers.
Customers
Understanding changing consumer attitudes is central to our
business, and sustainability plays an important role in this ongoing
work. We recently introduced sustainability identifiers on 1,551
of our hotels, certified by Rating.Bio, to help customers make
informed decisions when booking accommodations. Examples
of sustainable practices include towel re-use programmes, water-
efficient taps and showers, alternatives to single-use plastics,
locally-sourced food, and vegan menuoptions.
We will continue to monitor booking trends for hotels with the
Rating.Bio seal of approval and promote those that perform
best with sustainability-conscious consumers. However, we are
mindful that many of our customers remain price-sensitive, with
cost continuing to be the main driver behind holiday choices.
Operations
As an internet-based business operating from one UK office
location (following the closure of our Worthing office during FY24),
our direct environmental footprint is relatively small. Nonetheless,
we are committed to reducing our environmentalimpact and
contributing to climate change mitigation.
Waste reduction and recycling
We strive to minimise waste across the Group. Promoting
a paperless office environment, we encourage employees,
partners, and suppliers to handle everything electronically,
including invoicing and contracting. Nearly all bookings with
customers are managed online. We have also implemented
mandatory recycling across our offices, and whenever possible,
we re-use office furniture and equipment or donate it to charity.
At our head office, from Oct 23 – Sep 24, 62% of all waste was
recycled (FY23: 51%), with the remaining 38% diverted from
landfill (FY23: 49%). Diverted waste includes compostable items
like food and coffee beans. Our efforts to reduce waste include
initiatives such as switching to compostable coffee cups and lids
in our onsite coffee shop. In FY25, we aim to further reduce waste
generation and maintain our target of 0% waste sent tolandfill.
Energy efficiency
During FY24 there was a continued focus on conserving energy
and other natural resources and improving the efficiency of use
of those resources. We have continued to implement initiatives to
reduce our carbon footprint this year. This included an expansion
of our project to install LED lighting and time control functions
in the back of house areas of the office, replacement of the
centralised gas-powered water heater with an efficient electric
water heating system, and optimisation of the HVAC system
to reduce energy usage. We have specified the most efficient
equipment and operation for our Head Office. The office is
fitted throughout with LED lighting with movement sensors,
air handling and conditioning units which can be controlled
individually and we have utilised stand-by and power-
down options for IT equipment to reduce energy usagein
unoccupied areas.
People
We believe that creating an environmentally responsible culture
starts with our people. We have rolled out environmental
awareness training across the Group and continue to
encourage employee-led initiatives. Our employees have
demonstrated strong engagement in sustainability efforts,
particularly around protecting the environment.
Fruitful Office partnership
We partner with Fruitful Office, which provides fresh fruit to
our office weekly. This initiative not only promotes employee
wellbeing but also supports reforestation efforts. For every
basket of fruit delivered, Fruitful Office plants one tree in Malawi,
helping combat deforestation and offset carbon emissions. In
FY24, this partnership resulted in the planting of 255 trees.
Oceans
As a travel company, we recognise the importance of oceans
to both our business and the planet. Oceans generate most
of the oxygen we breathe and are home to vital ecosystems
that provide food, livelihoods, and climate regulation. However,
they face severe threats, including plastic pollution. In our
recent ESG survey, employees expressed strong support for
ocean conservation. We have arranged beach cleans with our
employees and will continue to support ocean preservation
forfuture generations.
Sustainability continued
Here for the planet continued
On the Beach Group plc Annual Report and Accounts 2024
46
On the Beach Group plc Annual Report and Accounts 2024
Greenhouse gas emissions
The Companies Act 2006 (Strategic Report and Directors’
Report) Regulation 2018 requires us to disclose annual global
energy consumption and GHG emissions from full Scope 1
and Scope 2 sources. Energy and GHG emissions have been
independently calculated by Envantage Ltd for the 12-month
period ending 30 September 2024.
Reported energy and GHG emissions data is compliant with
SECR requirements and has been calculated in accordance
with the GHG Protocol and SECR guidelines. Energy and GHG
emissions are reported from buildings and transport where
operational control is held – this includes electricity, gaseous
fuels such as natural gas, fugitive emissions and business travel
in Company-owned vehicles and grey fleet. The table below
details the SECR-regulated energy and GHG emission sources
from the current and previous reporting periods.
FY24 FY23 % change
Energy (kWh)
Natural gas 124,880 132,924 -6.1%
Electricity 627,993 666,493 -5.8%
Business travel 101,467 98,936 2.6%
Total energy 854,340 898,353 -4.9%
Emissions (tCO
2
e)
Scope 1 Natural gas 22.8 24.7 -7.7%
Scope 1 Refrigerant Gases – – 0%
Scope 2 Electricity 130.0 137.5 -5.5%
Scope 3 Grey Fleet* 24.5 24.0 2.1%
Total SECR emissions 177.3 186.2 -4.8%
Emission intensity ratio
Emissions intensity (tCO
2
e/£m Group revenue before exceptional cancellations) 1.38 1.66 -16.9%
Emissions intensity (tCO
2
e/Full Time Employees) 0.30 0.35 -14.3%
* This represents an element of, not total, Scope 3 emissions.
We are committed to reducing our environmental impact and
contribution to climate change through continuous improvement
procedures. As a large enterprise that meets the qualifications
criteria for ESOS, we are currently in the process of conducting
an energy audit aimed at identifying cost-effective measures to
enhance energy efficiency and mitigate carbon emissions. We
continue to procure our electricity from the British Gas’ “Zero
Carbon Electricity” energy plan and do not use natural gas at our
head office. Our market-based Scope 2 emissions for the current
reporting period amounted to zero, compared to 76.6 tCO
2
e in
FY23. We have also been considering other carbon reducing
initiatives that can be implemented over the coming years.
Methodology
Activity data has been converted into equivalent energy and
GHG emissions using emissions factors published by the UK
Government in 2024. Electricity and natural gas disclosures
have been calculated using metered kWh consumption taken
from supplier fiscal invoices and half hourly electricity data.
Transport disclosures from Company-owned vehicles and
personal cars used for business purposes have been calculated
using business mileage expense claim records. Mileages have
been converted into equivalent energy and GHG emissions
using emissions factors published by Department for Business
and Trade in 2024. Vehicle information such as vehicle engine
size and fuel type were not available for all claims. Where this
information was available, the appropriate conversion factors
have been utilised. Where this information was not held against
an individual claim, an average fuel factor and average vehicle
size has been assumed.
Fugitive emissions from HFCs have been calculated using
HFC servicing reports provided by On the Beach Group plc.
Fugitive emissions result from the release of refrigerants used
in refrigeration and air conditioning units. Full-service records
were available for each unit at Aeroworks and Saxon House
and were reported as being in good condition with no further
work required.
 
On the Beach Group plc Annual Report and Accounts 2024
47
Governance Financial StatementsOverview Strategic Report
Climate-related financial disclosures
The Board recognises the importance of understanding
and managing the impact of potential climate-related risks
and opportunities on the Group’s business and strategy.
The following disclosures are consistent with the Task
Force on Climate-related Financial Disclosures ('TCFD')
recommendations. They summarise our approach and
progress under each of the four pillars of the TCFD –
governance, strategy, risk management, and metrics
and targets.
TCFD Requirement 1: Describe the Board’s
oversight of climate-related risks and opportunities
TCFD Requirement 2: Describe management’s role
in assessing and managing climate-related risks
and opportunities
On the Beach’s governance structure for climate-related
risks and opportunities is overseen at multiple levels:
Board
The Board has overall responsibility for the strategic
direction and risk appetite related to climate change.
Itmonitors the implementation of the sustainability
strategyand receives periodic updates on climate-related
risks, opportunities, and mitigation methods. Shaun Morton,
CEO, holds ultimate accountability for climate-related issues
and participates in Board and Audit Committee meetings.
Executive team
The Executive team, led by Shaun Morton, is responsible
for the operational delivery of the sustainability strategy,
integrating climate-related risks and opportunities into
decision-making processes. The team facilitates ESG
initiatives across the Group and receives biannual
reportsfrom the Executive Risk Committee ('ERC') on
climate-related matters.
Audit Committee
The Audit Committee reviews the effectiveness of climate-
related risk management systems and approves reporting
statements, including TCFD disclosures.
Executive Risk Committee
The ERC focuses on the governance of climate-related risks,
overseeing their identification and management. It reports
to the Audit Committee twice a year on the effectiveness of
risk management processes.
Climate Change Committee
In addition to the ERC, we have established a Climate Change
Committee that meets quarterly. This committee reviews the
impact of climate-related matters on operations, including
financial implications, and develops plans to mitigate future
risks, such as the impact of wildfires. Itreports its findings and
recommendations to the ERC twicea year.
This multi-tiered approach ensures alignment and commitment
to managing climate-related risks andopportunities.
Sustainability continued
Here for the planet continued
We have considered our “comply or explain” obligations
under the UK Financial Conduct Authority Listing Rules
and we are fully compliant with all 11 recommendations.
In addition, the following disclosures are intended to satisfy
the requirements of the Companies Act (Strategic Report)
(Climate-related Financial Disclosure) Regulations 2021.
Governance
On the Beach Group plc Annual Report and Accounts 2024
48
TCFD Requirement 3: Describe the climate-related
risks and opportunities the organisation has faced
over the short, medium and long term
We have identified key climate-related risks and opportunities
that could significantly impact our operations and strategy
over the short (1-5 years), medium (5-10 years), and long
term (10+ years). A summary of these risks is provided in
thetable on page 50.
Risks
This year, the primary climate-related risk was extreme heat/
weather due to wildfires, flooding or other extreme weather
events in holiday destinations. While other risks have not
materialised in the short term, we will continue to monitor
them closely.
Over the medium and longer term, we would expect to
seean increase in customer sentiment risk, talent retention
risk and extreme heat/weather risk (acute and chronic).
Itis difficult to predict the impact and likelihood of carbon
pricing risk over the medium and long term but we continue
tomonitor this.
Opportunities
Our strategy includes several climate-related opportunities:
• As consumer demand for sustainable travel increases,
we can use technology to enhance our offerings by
showcasing sustainability information and connecting
eco-conscious customers with suitable suppliers.
• Our commitment to excellent customer service includes
refining crisis response protocols to handle climate-
related disruptions effectively, as demonstrated
duringwildfires.
• Future opportunities to introduce sustainability-related
perks will be explored based on customer preferences.
While our consumer research shows sustainability is
currently a lower priority compared to quality and price,
wesee potential for growth in this area over the medium
to long term. As any risk increases as outlined above, so
does our opportunities. Our agile business model enables
us to adaptquickly to emerging risks, enhancing our ability
toseize new opportunities.
TCFD Requirement 4: Describe the impact
of climate-related risks and opportunities
onthe organisation’s businesses, strategy,
andfinancialplanning
In the near term, climate-related risks and opportunities
have minimal impact on the organisation’s businesses,
strategy, and financial planning. In the medium-to-long term,
they could have more of an impact as the risk increases,
which we will continue to monitor. In making the viability
statement on page 59 we modelled a severe reduction in
consumer demand caused by climate-related concerns.
Seepage 60 for more details.
Customer Sentiment – Risk & Opportunity
Currently, customer sentiment regarding climate issues does
not impact our operations. However, we anticipate potential
shifts in sentiment in the medium term, making it essential
to monitor, at which point it may influence our business
strategy and financial planning.
Extreme Heat/Weather Risk (Chronic) –
Risk & Opportunity
Chronic extreme heat/weather risks have not yet affected
the desirability of our destinations. Our agile business model
allows us to adapt swiftly to shifts in consumer demand if
this situation arises, with no current impact on our business,
strategy, or financial planning.
Extreme Heat/Weather Risk (Acute) – Risk
We have experienced extreme heat, wildfires, and other severe
weather events, such as flooding, in certain destinations.
Our well-documented incident management plan effectively
mitigated operational impacts. Consequently, no specific losses
have been incorporated into future financial plans, norhas
this affected strategic decisions regarding destinations.
Thismatter is under close review by the Climate Change
Committee and Executive Risk Committee.
Talent Retention – Risk
In the short to medium term, the impact on talent retention
is expected to be minimal. While a small subset of potential
candidates may be deterred by the nature of our business,
we believe this will not significantly affect our overall talent
acquisition or financial planning.
Carbon Pricing – Risk
Currently, there is no carbon pricing impacting our
operations. No new taxes on flying have been introduced,
despite commitments to net zero by 2050. The Labour
Government has not included any such commitments in its
manifesto pledges or Autumn budget. Therefore, we do
not foresee immediate impacts on our business, strategy,
or financial planning, but we will continue to monitor
thesituation.
Strategy
On the Beach Group plc Annual Report and Accounts 2024
49
Governance Financial StatementsOverview Strategic Report
TCFD Requirement 5: Describe the resilience of the
organisation’s strategy, taking into consideration
different climate-related scenarios, including a
2°Cor lower scenario
We have conducted climate scenario analysis to assess the
potential impacts of climate change risks and opportunities
on our business and to evaluate the resilience of our strategy
under various climate outcomes. The scenarios were based
on the Network for Greening the Financial System ('NGFS')
framework and were selected to align withTCFD best
practices. The following three scenarios were considered:
1. Net Zero 2050: This ambitious scenario limits global
warming to 1.5°C through stringent climate policies and
innovation, achieving net zero CO₂ emissions around 2050.
Physical risks are relatively low, but transition risks are high.
2. Divergent Net Zero: Similar to the Net Zero 2050
scenario, this scenario also reaches net zero by 2050 but
assumes higher costs due to inconsistent policies across
sectors and a quicker phase-out of fossil fuels. Transition
risks are considerably higher compared to the Net Zero
2050 scenario.
3. Current Policies: This scenario represents a business-as-
usual approach, preserving only currently implemented
policies. It leads to high physical risks and is projected to
result in approximately 3°C of warming by 2080.
The analysis focuses on the next 30 years, aligning with
governmental regulatory aspirations for net zero by 2050.
Exposure to climate-related risks varies significantly across
scenarios. Physical risks are heightened in the Current
Policies scenario, while transition risks are more pronounced
in the net zero scenarios. Notably, carbon pricing could
have substantial financial implications, particularly in net
zero scenarios, though the potential impact of physical
risksremains significant and difficult to quantify.
Risk Carbon pricing Consumer sentiment Talent retention
Extreme heat/weather
(acute impact)
Extreme heat/weather
(chronic impact)
Category Transition Transition Transition Physical Physical
Description Carbon taxation
may be directed
either at the
Group’s direct
operations, or
in the form of
increased taxation
across the aviation
sector. This could
increase our
costbase.
Change in
consumer
sentiment may
impact demand
if aviation is seen
as a “problem”
sector. This could
impact the Group’s
addressable market
and revenues.
Changing
perception of
current/prospective
employees
towards
businesses with
exposure to
carbon intensive
industries may
create retention or
attraction risks.
Disruption from
wildfires or floods
close to either major
transport hubs or
holiday destinations
could cause potential
revenue loss. Wildfires
or floods may change
the relative desirability
of certain destinations
which potentially could
impact revenues.
Prolonged periods
of extreme heat
or weather may
change the relative
desirability of certain
locations and may
cause a decrease
in demand if
“staycations” become
morepopular.
Time horizon Medium – long Medium – long Medium – long Short – Long Short – Long
Financial
implications
Low Low Low Low Low
Likelihood Low Medium Low Medium Medium
Methodology A range of
potential costs
were modelled
based on assumed
emissions growth
and projected
carbon price within
the scenarios
1
.
Difficult to currently
quantify as a broad
range of outcomes
are possible based
on technological
innovation and
public opinion on
air travel.
Cost based on
assumed attrition
rate increases
due to broader
sustainability
concerns relative
to baseline.
Difficult to quantify
– broad range of
outcomes based on
impact of physical
risk and customers’
willingness to
acceptthese.
Difficult to quantify
– broad range of
outcomes based
on localised
temperature rises
and customers’
willingness to
acceptthese.
1. Carbon prices were derived from an average of the outputs of GCAM5.3, MESSAGEix-GLOBIOM 1.1 and REMIND-MAgPIE 2.1-4.2 models for the European
Economic Area (or similar), sourced from the NGFS ScenarioExplorer.
Sustainability continued
Here for the planet continued
Strategy
continued
Risk
management
On the Beach Group plc Annual Report and Accounts 2024
50
TCFD Requirement 6: Describe the organisation’s
processes for identifying and assessing climate-
related risks
TCFD Requirement 7: Describe the organisation’s
processes for managing climate-related risks
TCFD Requirement 8: Describe how processes for
identifying, assessing and managing climate-related
risks are integrated into the organisation’s overall
risk management
Our processes for identifying and managing climate-related risks
are integrated into our overall risk management framework,
overseen by the ERC. Climate-related risks are assessed
using the same approach as other risks within our risk
management system (see page 54 for details).
Climate change is evaluated during our principal risk
assessment process. Currently, we do not view climate
change as a principal risk that could fundamentally alter
the demand for our holidays or our operational capacity.
However, it is acknowledged as a relevant factor affecting
several strategic risks, including operational disruptions,
talent management, customer demand, brand perception,
regulatory compliance, and financial liquidity.
To identify priority climate-related risks, we conducted
workshops with key stakeholders to understand the operational
implications of each risk. This led to the identification of five
priority risks, which were assessed based on their potential
impact and likelihood. The ERC reviews these risks biannually,
ensuring they are incorporated into theexisting departmental
risk registers, each with assigned risk owners.
The ERC receives regular updates from risk owners, including
detailed reports from the Climate Change Committee on
issues such as extreme heat and weather risks. These reports
cover operational and financial impacts and outline planning
measures for future risk mitigation. Through this structured
approach, we maintain oversight and ensure that climate-
related risks are effectively managed within our overall risk
management strategy.
TCFD Requirement 9: Disclose the metrics used
by the organisation to assess climate-related risks
and opportunities in line with its strategy and risk
management process
The most relevant metrics, on which we report annually, are
our GHG emissions and carbon intensity ratios. These are
keymetrics which are relevant to a number of climate-related
risks and opportunities.
On Extreme Heat (acute) risk, the ERC receives a report from
the Climate Change Committee on the number of climate-
related weather events during the relevant period and the
financial impact of those events.
On Customer Sentiment Risk, the ERC receives a report
which qualitatively assesses customer sentiment risk.
This includes a review of licensed ATOL passengers and
Google data, which are useful indicators of customer
sentiment, as they are a barometer of customer demand
forthe holidays we sell.
On Talent Retention Risk, there are a number of metrics
which are monitored more generally by the business
including voluntary employee turnover, and the HIVE
engagement score. It is not necessary to implement
specificclimate-related talent metrics at this stage, but
we will keep this under review.
TCFD Requirement 10: Disclose Scope 1, Scope 2,
and, if appropriate, Scope 3 greenhouse gas ('GHG')
emissions, and the related risks
The Group reports on its Scope 1 and 2 emissions and,
totheextent required by SECR, Scope 3 emissions (in
relation to grey fleet) as disclosed on page 47. The Group
hasalso disclosed information about its total emissions
inventory including Scope 3 on page 45.
The main risk surrounding our operational emissions is potential
exposure to carbon pricing. A carbon tax imposed on our
direct operations is unlikely to have a material impact on the
business under all scenarios. However, a carbon tax applied
to our full Scope 1–3 emissions is likely to have a substantial
impact, though is considered highly unlikely. Setting a target to
reduce Scope 1 and 2 emissions, and better understanding our
Scope 3 emissions will assist us to mitigate this risk.
TCFD Requirement 11: Describe the targets used by
the organisation to manage climate-related risks and
opportunities and performance against targets
As noted on page 45 we have set a target to reduce our
Scope 1 and 2 emissions by 42% by 2030, which is aligned to
the Paris Agreement. We will report on performance against
that target in next year’s Annual Report and Accounts.
We do not consider it necessary to set any other targets
to manage climate-related risks and opportunities but will
continue to keep this under review.
Metrics
& targets
Risk management
continued
On the Beach Group plc Annual Report and Accounts 2024
51
Governance Financial StatementsOverview Strategic Report
Governance
We are committed to doing business the right way and our
ESG pillars are underpinned by robust governance and
effective policies. Further details of our governance
frameworkcan be read on pages 70 to 78.
Anti-corruption and bribery
We are committed to operating ethically and employees do
not actively seek gifts or favours from any of our suppliers, or
from other persons or organisations that we associate with.
We have top-level commitment to anti-bribery and corruption,
and ensure all employees behave professionally, fairly and with
integrity in all our business dealings and relationships wherever
we operate, and implement and enforce effective systems to
counter bribery. We are set up to fully support our employees,
should they need to raise concerns about unethical, criminal
or dangerous activities within the Group, and as such provide
a confidential whistleblowing telephone line, through an
independent and impartial organisation.
Human rights and modern slavery
We are committed to supporting human rights through our
compliance with national laws and through our internal
policieswhich adhere to internationally recognised
humanrights principles.
We have a zero-tolerance approach to any form of modern
slavery. We are committed to acting with integrity and
transparency to help eradicate any modern slavery in our
business and supply chain. We maintain an Anti-Slavery
and Human Trafficking policy and in accordance with the
Modern Slavery Act, the Group has a modern slavery
statement which can be found on our website
www.onthebeachgroupplc.com/responsibility.
We safeguard our employees through a framework of policies
and statements including anti-slavery, equality and diversity and
data protection policies.
Supply chains
We expect all suppliers to implement a zero-tolerance approach
to slavery, forced labour and human trafficking, and to comply
with all local and national laws and regulations. All hotels are
required to complete self-assessment audits which cover
various topics including compliance with law and regulations.
Data security and privacy
As an online retailer serving millions of customers, protecting their
data and ensuring safe online shopping is critical. We meet our
legal and regulatory duties and responsibilities for protecting
the personal data we have within our care. Our policies and
procedures are built on the world-recognised principles
contained within the EU General DataProtectionRegulation.
Whistleblowing
Our whistleblowing policy encourages employees to raise
any concerns about illegal or improper behaviour without
fear of victimisation, discrimination or disadvantage. We have
a whistleblowing telephone service run by an independent
organisation, allowing employees to raise concern on an
entirely confidential basis. The Audit Committee receives
regular reports on the use of the service and concerns raised.
Sustainability continued
Governance
On the Beach Group plc Annual Report and Accounts 2024
52
The table below sets out where the information required to be disclosed under sections 414CA and 414CB Companies Act 2006
can be found in this Annual Report.
Reporting
requirement Policies and standards
Where to read more in this report to understand
the impact on the business, and the outcome of
applying our policies
Environmental
matters
The Company does not have a specific policy on environmental issues, however, more information on our
business impact on the environment can be found in the Responsibility and Sustainability report, on page 44,
which also contains the statutory carbon emission and energy data on page 47.
Employees • Equality and diversity policy
• Board diversity policy
• Whistleblowing policy
• HR policies including adoption leave,
parental leave, flexible working
• Health and safety policy
• Staff handbook
• Responsibility and Sustainability, page 32
• Stakeholder engagement and s.172 statement, page 79
• Principal risks and uncertainties, page 55
• Gender Pay Gap report
www.onthebeachgroupplc.com/responsibility
Social matters • Health and safety policy
• Staff handbook
• Responsibility and Sustainability, page 40
• Stakeholder engagement and s.172 statement, page 79
Human rights • Modern slavery statement
• Anti-slavery and human trafficking policy
• Data retention and destruction policy
• Data handling and data quality policy
• Employee data privacy policy
• Responsibility and Sustainability, page 52
Anti-corruption
and anti-bribery
• Anti-bribery and anti-corruption policy
• Whistleblowing policy
• Staff handbook
• Responsibility and Sustainability, page 52
• Audit Committee report, page 92
Business model • Business model, page 12
Non-financial KPIs • Non-financial key performance indicators, pages 21 to 23
Description of
principal risks
• Principal risks and uncertainties, page 55
Certain Group policies are not published externally.
The Company’s Strategic report, set out on pages 1 to 61, was approved by the Board on 2 December 2024 and signed on its
behalf by:
Shaun Morton
Chief Executive Officer
2 December 2024
Non-financial and sustainability information statement
On the Beach Group plc Annual Report and Accounts 2024
53
Governance Financial StatementsOverview Strategic Report
Risk management
Risk report
Approach to risk management
Risk is an inherent part of our activities
and it is imperative that sound risk
management is embraced across the
whole Group. Effective risk management
allows us to identify, monitor and mitigate
risks in line with our risk appetite so that
the Group can deliver on its strategic
objectives and ensure long-term
sustainable growth.
Risk appetite
The Group’s risk appetite, set by the
Board, sets out how we balance risk and
opportunity in pursuit of our strategic
objectives and establishes clear
parameters in which departments and the
Executive team can work and succeed.
Our risk appetite statements have been
developed in relation to each category
of risk and are aligned to our strategic
objectives. The statements are used to
guide decision-making as to whether a
risk is within risk appetite or not and is
recorded in the principal risk register
foreach risk.
Risk management process
The following risk management process
is applied when identifying risks that
could impact the business:
Risk identification
The process for identifying risks is
forward-looking to ensure emerging
risks are identified, considering what
could occur in the next 12–24 months.
Risk assessments are conducted in
relation to everyday operational activities,
especially when there is a change in
working practice or the environment.
These are regularly reviewed for scope,
appropriateness, and completeness.
Risk assessment
Once the risk has been identified and
described, risk assessment is conducted.
This involves assigning each risk a
standard rating which determines what
mitigation actions (if any) need to be
considered and implemented. The
risk register is in place to capture risks
that impact on the achievement of the
operational plan, business objectives
andkey deliverables.
Risk evaluation and control
The objective of risk evaluation is to
understand the operating levels of the
identified risks. It provides an opportunity
to separate the minor acceptable risks from
the more significant risks or recurring risks.
It includes the comparison from the risk
analysis with the established risk criteria
to determine action to mitigate the
identifiedrisks.
Key roles and responsibilities
Risk management at On the Beach is a
shared responsibility across the business.
The governance structure to report and
escalate risk is shown below:
• Board: The Board has overall
responsibility for risk oversight
and maintaining a robust risk
management and internal control
system. The Board determines the
extent of risk the Company is willing
to take through the agreement of
the risk appetite statements, having
regard to the internal and external
environments in which we operate.
The Board, in conjunction with the
Executive team, retains ultimate
responsibility for identifying and
managing risk within the business.
• Audit Committee: Assists the Board
in fulfilling their risk oversight and
management duties by providing
a particular focus on escalated
risk and the associated risk
management processes. The Audit
Committee keeps under review
the adequacy and effectiveness
of the internal controls and risk
managementsystem.
• Executive team: Owners of the
risk management process who
are responsible for embedding
risk management throughout our
business. The Executive team review
the strategic risk register ('SRR') twice
annually, and each member of the
Executive team meets periodically
with the Head of Group Risk to review
which functional risks need to be
escalated to the SRR.
• Executive Risk Committee ('ERC'):
Dedicated to the oversight and
governance of risk. Membership
includes the Head of Group Risk
and Executive representation from
the CFO, General Counsel and Chief
Strategy Officer. The ERC monitors
the risk registers in place and in
use across the Group such that all
areas and activities within the Group
are covered, as well as ensuring
timely identification and appropriate
escalation of risk. The ERC provides
quarterly updates to the Audit
Committee over the effectiveness
of risk management.
Emerging risks
In addition to the principal risks, the
Executive Risk Committee and Board also
consider emerging risks as part of their
reviews. These are risks that, whilst not
currently believed to be principal risks to
the Group, are clearly important to us and
could have a significant impact on the
ability of the business to fulfil its strategic
objectives in the future.
Link to strategy
For each risk highlighted, we have
specified the strategic design principles
towhich these risks relate.
These are:
1. Stickiness
2. Choice
3. Peace of mind
4. Scale & automation
On the Beach Group plc Annual Report and Accounts 2024
54
Principal risks
Strategic Design Principles
Stickiness
Choice
Peace of mind
Scale & automation
1
2
3
4
1. Demand
Link to strategy
 
1
2
3
4
Direction of travel
 
Risk and impact
• Reduced economic growth or a recession can lead to reduced
job security and a reduction in consumer leisure spending.
• Environmental and sustainability concerns could affect demand
with consumers choosing to travel less frequently.
Mitigation
• Our flexible payment arrangements enable customers to spread
the cost of their holiday.
• We offer financial protection through ATOL bonding and
consumer trust account arrangements.
• We are not carrying physical assets such as planes and hotels,
which makes us dynamic and responsive. We can prioritise the
safety, satisfaction, and evolving preferences of our customers
by swiftly adapting our holiday locations to mitigate climate risks
and meet market demands.
2. Safety
Link to strategy
 
1
2
3
Direction of travel
 
Risk and impact
• A health and safety incident or security incident could cause
significant injury/loss of life, litigation, reputational damage,
fines/regulatory sanctions and reduction in future revenues.
• We can be held liable for death/personal injury or illness
suffered by customers that are the fault of any suppliers.
Mitigation
• We have public liability insurance in place to cover our risks
as a package organiser as well as thorough claims reporting,
investigation and handling processes. We also have indemnities
with most suppliers to enable recovery.
• We regularly review our health and safety management system;
this is led by an experienced health and safety professional.
We also work with suppliers to ensure that customers’ health
andsafety is monitored throughout the supply chain.
3. Brand and Consumer Proposition
Link to strategy
 
1
2
3
Direction of travel
 
Risk and impact
• We rely on the strength of our brand and reputation to set us
apart from competitors and attract customers to our website
and apps to secure bookings.
• Events or circumstances which give rise to adverse publicity
could damage our brand/reputation, leading to a loss of
goodwill and reduced customer demand, reducing our
competitiveness and market position.
Mitigation
• We invest in our brand, through a broad variety of online and
offline marketing and PR campaigns, to build brand awareness
and consideration.
• We continue to develop and improve our customer experience,
improving our apps and self-serve capabilities, as well as
expanding our perks proposition.
• We have internal and external PR advisers to support us
asrequired.
• We actively monitor satisfaction through NPS score and customer
feedback and are investing in additional resources inthis area.
Customer Risks
Changes to our principal risks
In the 2023 Annual Report and Accounts, “Recoverability of Airline Refunds” and “Acquisition and Organic Growth Risk” were included
as Group principal risks. Following the entering into of the Partnership Agreement with Ryanair in February 2024 the Board believes
that the risk in respect of “Recoverability of Airline Refunds” has materially reduced. The Board believes that “Acquisition and Organic
Growth Risk” no longer requires disclosure as a separate principal risk as M&A activity is unlikely at the present time and any risks
around organic growth are incorporated within other principal risks.
On the Beach Group plc Annual Report and Accounts 2024
55
Governance Financial StatementsOverview Strategic Report
Risk report continued
Strategic Design Principles
Stickiness
Choice
Peace of mind
Scale & automation
1
2
3
4
Principal risks continued
4. Operations
Link to strategy
 
1
3
4
Direction of travel
 
Risk and impact
• We have legal obligations to address significant changes or
disruptions to customers’ holidays. They might be caused by
unpredictable events, both domestic and international, which
can also impact business continuity.
Mitigation
• We have customer incident management processes in place to
identify and respond to a wide range of incidents. These plans
are regularly tested and updated.
• Our business continuity and disaster recovery plans are also
regularly reviewed and updated.
5. Talent
Link to strategy
 
2
4
Direction of travel
 
Risk and impact
• We rely on attracting and retaining talent in an area where there
is a particularly high degree of competition.
Mitigation
• We truly care about our positive, informal and open culture,
providing a great environment for our employees. See Here
forpeople section on pages 32 to 39.
• We are constantly reviewing our remuneration tools, including
base salary, bonus and share schemes and enhanced policies.
6. Supply – Major Airline Failure
Link to strategy
 
1
2
3
Direction of travel
 
Risk and impact
• In such an event (eg, airline collapse), we must replace the
customer’s flight arrangements, or refund the customer in full
for the holiday within 14 days.
• This leads to loss of margin on cancelled bookings, incremental
costs to arrange alternative flights and greater than expected
cash outflows.
Mitigation
• We have detailed and well-rehearsed plans in place to deal with
a major airline failure, having dealt with airline failures before
(Monarch and Thomas Cook).
• We have a working capital facility to ensure there are sufficient
funds to refund/replace customer bookings.
• We pay for most flights using cards which include
chargebackrights.
• Our treasury committee performs quarterly reviews of the
counterparty limits and credit ratings of our major suppliers.
7. Flight supply
Link to strategy
 
1
2
4
Direction of travel
 
Risk and impact
• A lack of flight supply or limited capacity affects the Group’s
ability to meet customer demand for holidays. Some airlines
reserve capacity for their own packages or set higher prices for
indirect customers, limiting customer choice, reducing value,
and challenging the Group’s ability to compete fairly.
Mitigation
• The Group has established strong partnerships with several
airlines, and its proprietary technology and innovations help
ensure operational resilience.
• The Group entered a significant partnership with Ryanair,
whichhas materially reduced flight supply risk.
Operational Risks
On the Beach Group plc Annual Report and Accounts 2024
56
8. Data and Security
Link to strategy
 
3
4
Direction of travel
 
Risk and impact
• A major security breach, whether stemming from human error,
deliberate action, a technology failure, or vulnerabilities in AI
systems, could lead to unauthorised access to or misuse of our
technology, customer data, employee data, and commercially
sensitive information.
• During the year, the risk profile has evolved with the rapid
development and integration of artificial intelligence, which
alongside significant opportunities, presents new challenges in
data privacy, security, and regulatory compliance.
Mitigation
• Our security policies, processes and technology are baselined
against recognised standards such as NIST 800-53
and PCI-DSS.
• A dedicated secure and PCI-DSS compliant card holder
environment is maintained to protect customer payments.
Thisis backed by a 24/7 Managed Security Service provided
byour Information Security partner.
• There is a dedicated Information Security function in place
overseeing regular security training for all employees. As part of
our ongoing risk assurance work, we commissioned an external
cyber security assessment.
• We have cyber insurance coverage to mitigate the impact and
expedite recovery in the event of a breach.
• We have introduced an AI policy, which outlines security measures,
regular system audits, and continuous monitoring to address
AI-specific vulnerabilities, ensuring protection against potential
exploits and maintaining the integrity of our data systems.
• We performed a security maturity assessment in the year to
validate our information security arrangements and identify
anyareas for further improvement.
9. Innovation, Transformation and Scalability
Link to strategy
 
1
2
3
4
Direction of travel
 
Risk and impact
• Failing to keep up with growing demand, not innovating –
especially not leveraging AI, or inadequately adapting our
technologies to changing customer attitudes and needs
could hinder our growth and the quality of service offered
toourcustomers.
Mitigation
• Our technology is hosted by AWS which facilitates both scale
and pace of development.
• We are actively integrating new technologies including AI within
our operations, designed to handle a wide range of customer
enquiries, reducing wait times and improving customer satisfaction
by providing immediate assistance. Furthermore, AI is helping
us to refine user experience and streamline processes across
the business.
• By leveraging AI, we are not only addressing the risks
associated with technological stagnation but we are also
positioning ourselves to capitalise on emerging opportunities
todrive growth and maintain our competitive edge.
Technology Risks
Strategic Design Principles
Stickiness
Choice
Peace of mind
Scale & automation
1
2
3
4
On the Beach Group plc Annual Report and Accounts 2024
57
Governance Financial StatementsOverview Strategic Report
10. Laws and Regulations
Link to strategy
 
1
2
3
4
Direction of travel
 
Risk and impact
• Our business is highly regulated and is subject to a complex
regime of laws, rules and regulations concerning travel and
aviation, online commerce, financial services, consumer rights,
data protection and ESG issues.
• Unfavourable changes to or interpretation of existing laws could
adversely affect the Group’s business and financial performance.
Mitigation
• Our internal legal team, together with external legal advisers
guide us on current and forthcoming legal requirements.
• We review draft proposals for law reform and participate in
industry steering, policy groups and advisory committees,
through which we can lobby on legislative change.
11. Financial Risk and Liquidity
Link to strategy
 
1
2
3
4
Direction of travel
 
Risk and impact
• The risk that we have insufficient liquidity, do not have
appropriate access to funds, there are negative movements
inthe market, adverse FX and interest rates or we cannot
meetour obligations as they fall due.
Mitigation
• We have access to a £85m revolving credit facility ('RCF') with
bank covenant tests which are regularly monitored.
• Our business model is cash generative even in a recessionary
environment and several mitigating actions can be taken
ifrequired.
• Regular budgeting and forecasting ensures working capital
is sufficient for business requirements and rapid reaction to
adverse business performance is available.
Change in the year
• In January 2024, an option was exercised to extend the facility by £25m in order to provide additional working capital headroom for
continued growth. This extension is effective until July 2025.
• During the year we introduced a new Group treasury policy to govern and manage financial and liquidity risks.
Other Risks
Risk report continued
Principal risks continued
Strategic Design Principles
Stickiness
Choice
Peace of mind
Scale & automation
1
2
3
4
On the Beach Group plc Annual Report and Accounts 2024
58
Viability statement
The objective of the viability statement is for the Directors
to report on their assessment of the prospects of the Group
meeting its liabilities over the assessment period, taking into
account the Group’s available financing facilities, business
model, strategy, regulatory environment, principal risks and
uncertainties, recent financial performance, outlook, and
current financial position.
Assessment of prospects
The Board has determined that a period of five years to
30September 2029 is the most appropriate period to provide its
viability statement. The Group prepares rolling five-year strategic
plans and cash flows, so setting the viability statement period
at five years enables the assessment to be made based on
reasonable expectations in terms of the reliability and accuracy
of forecasts. The Directors believe that projections which extend
beyond this period become significantly less meaningful given
the dynamic and volatile nature of the industry in which the
Groupoperates.
The Group’s overall business model (illustrated on pages 12
and13) and its strategy (as outlined in the Strategy section
of the report) are central to assessing its future prospects.
As such, key factors likely to affect the future development,
performance and position of the Group are:
• Talent: the Group’s continued success and growth are
dependent on the ability to attract, retain and motivate
ahighly skilled workforce, with a particular focus on
digitaltalent;
• Technology: continuous investment is made in developing
platform technologies and personalisation techniques
which lead to improvements for consumers, suppliers
andemployees; and
• Brand and marketing: our strong brand and efficient
marketing tools enable us to continue to take share of
market traffic.
The Group’s prospects are assessed primarily through its
strategic planning process. The planning process is based
onthree limbs which are:
• the preparation of cash flow forecasts to cover the period
for which we are assessing the potential impact of events
on the Group’s viability. The forecasts will be initially based
on previously approved financial statements and then
extrapolated to cover the period we are reviewing;
• a review of the specific sensitivities on those cash flow
forecasts relevant to the Group, with a view to highlighting
potential areas of stress for the business; and
• a review designed to estimate the impact of specific events
and/or circumstances which could be reasonably expected
to occur, that have the potential to affect the viability of
theGroup.
Once those scenarios have been identified, the Group then
considers the most effective means of mitigating the risks
they pose. This is achieved through reviewing the existing
procedures and controls already in practice that serve as key
mitigations to those risks, and also considering where those
controls and procedures could be revised or improved upon
tobetter protect the Group as a going concern.
On the Beach Group plc Annual Report and Accounts 2024
59
Governance Financial StatementsOverview Strategic Report
Assessment of viability
The output of the Group’s strategic and financial planning process reflects the Board’s best estimate of the future prospects of
the business. To make the assessment of viability, however, additional scenarios have been modelled over and above those in
theongoing plan, based upon a number of the Group’s principal risks and uncertainties which are documented on pages 55
to 58.
These scenarios were overlaid into the plan to quantify the potential impact of one or more of these crystallising over the assessment
period. Whilst each of the Group’s principal risks has a potential impact and has therefore been considered as part of the
assessment, only those that represent severe but plausible scenarios have been modelled.
Scenario 1 – Airline failure
Link to risk 
6
major airline failure
Although the Group does not expect another airline failure
in the immediate future, the possibility remains that another
supplier could fail leading to a large exceptional cost to cover
the necessary refunds to customers and any other related costs.
This model was thoroughly tested in FY19 whilst dealing with
the Thomas Cook failure and the Group remains confident that
the short-term cash impact, before our chargeback claim is
processed, can be covered by existing cash reserves.
The Group has reviewed the list of its airline suppliers and does not
consider any major airlines to be notable failure risks. The Group has
modelled the impact of one of its larger suppliers failing to consider
the impact of refunding customers and reclaiming refunds on the
cash balance in addition to the impact on profitability whilst the Group
finds alternative supply. In any event the Group remains prepared
for such a failure through the combination of this hypothetical
planning process and its recent experience of dealing with actual
airlinefailures.
Scenario 2 – GDPR fine or other major one-off cost
Link to risk 
10
non-compliance with laws and regulations
A serious GDPR breach can attract a fine of €20m or 4% of
turnover, whichever is greater. For the Company, this would be
€20m (£17m). The Group takes data protection very seriously
and a series of controls and monitoring is in place to ensure
compliance, the impact of such a fine has been considered.
The Group has considered the cash headroom over the next five
years, as well as the impact in customer confidence following a
breach and is comfortable that such a fine would not jeopardise
the viability of the Group.
Scenario 3 – Severe reduction in consumer demand caused by macro-economic factors
or changing attitudes to flying due to environmental concerns
Link to risk 
1
demand
There is a risk there is a prolonged impact to consumer demand as
a result of the ongoing cost-of-living crisis in the UK and weakened
pound. This could be caused by a number of factors including:
affordability and changing attitudes to flying due to environmental
concerns. This would inhibit the Group’s ability togenerate revenue
and cash in this regard.
There is also a risk that environmental concerns may result in
a reduction in consumer demand as consumers may choose to
travel less frequently or certain destinations may become less
desirable due to extreme weather events such as heat waves
andresulting wildfires.
The Group has considered the impact to cash and revenues of
operating in an environment where bookings decrease by 20%
year on year. Whilst profitability would be impacted, the Group
would continue to generate both profits and cash throughout
thisperiod.
Scenario 4 – Limitations on innovation, transformation and scalability
Link to risk 
9
innovation, transformation and scalability
There is a risk that if the Group cannot keep up with growing
demand or doesn’t innovate to adapt to customers, this will
impact the growth of the Group. The Group is continuously
investing in technology along with focusing on recruiting and
retaining talent to drive innovation and transformation.
The Group has considered the impact to cash and revenues if the
Group is unable to cope with peak customer demand experienced
in January resulting in capped bookings in combination with
restricted growth in bookings year on year. Whilst profitability
would be impacted, the Group would continue to generate both
profits and cash throughout this period.
Viability statement continued
On the Beach Group plc Annual Report and Accounts 2024
60
The above scenarios are designed to allow the Group to
review the maximum impact that such situations could have,
for instance the maximum fine or the failure of a major supplier,
in order to consider situations which could threaten its viability
should they arise. However, as described above, there are
controls and monitoring processes in place to allow us to
observe the likelihood of these scenarios occurring and
alsotoensure we are best prepared to mitigate the impact
onthe business.
The planning process has indicated that through a mix of the
available reserves, the Group’s banking facility and real world
experience of dealing with similar situations in the past, that
it would be capable of absorbing the potential impact on the
business and remain a viable going concern.
Viability statement
Based on their assessment of prospects and viability above, the
Directors confirm that they have a reasonable expectation that
the Group will be able to continue in operation and meet its
liabilities as they fall due over the five-year period ending
30 September 2029.
Going concern
The Group covers its daily working capital requirements by means
of cash and Revolving Credit Facility ('RCF'). On 7 December 2023,
the Group refinanced its credit facilities with Lloyds Bank and
NatWest. This included cancelling its current facility of £50m and
CLBILS facility of £25m and entering into a new facility for £60m
expiring in December 2025. The facility agreement included
the option for two one-year extensions, both of which have now
been exercised. The revised expiry date is therefore December
2027. In January 2024, the facility was increased by £25m until
July 2025. The RCF has financial covenants in place which are
testedquarterly.
As at 30 September 2024 Group cash (excluding cash held in
trust which is ringfenced and not factored into the going concern
assessment) was £96.2m (30 September 2023: £75.8m).
Cash received from customers for bookings that have not
yet travelled is held in a ring-fenced trust account and is not
withdrawn until the customer returns from their holiday, or
the booking is cancelled and refunded. All withdrawals from
the Trust account are approved by our Trustees and the Civil
Aviation Authority. Cash held in trust at 30 September 2024
was £139.5m (30 September 2023: £108.6m).
The Directors have assessed a going concern period through
to 31 March 2026 and have modelled a number of scenarios
considering factors such as airline resilience, cost of living,
inflation, interest rates and customer behaviour/ demand. The
Group has performed an assessment of the impact of climate
risk, as part of the Director’s assessment of the Group’s ability to
continue as a going concern. Detail of the Group’s assessment
of the impact of climate risk is provided within the ‘Here for the
planet’ section of this report.
The Directors have modelled a reasonably possible downside
scenario to sensitise the base case as a result of major airline
failure (two airlines, modelled separately). In both of these
scenarios the Directors have assessed the impact to cash and
revenue in an environment where bookings are 100% lower than
forecasted for three months followed by a 50% reduction for the
remaining going concern period; although profitability would be
affected, the Group would be able to continue operating.
In addition, the Directors have modelled sensitivity analysis
on both average booking values and booking volumes
separately, as well as a reverse stress test, though the
outcome is considered to be remote. Although in each of
thesescenarios profitability would be affected, the Group
would be able to continue operating with sufficient liquidity
andheadroom on covenants.
Given the assumptions above, the mitigating actions available
and within the Group’s control, the Directors remain confident
that the Group continues to operate in an agile way adapting
to any continued travel disruption. Therefore, it is considered
appropriate to continue to adopt the going concern basis in
preparing these financial statements.
Shaun Morton
Chief Executive Officer
2 December 2024
On the Beach Group plc Annual Report and Accounts 2024
61
Governance Financial StatementsOverview Strategic Report
On the Beach Group plc Annual Report and Accounts 2024
62
Contents
64 Chairman’s introduction
66 Directors’ biographies
70 Corporate Governance statement
79 Stakeholder engagement
84 Report of the
NominationCommittee
88 Report of the Audit Committee
94 Directors’ Remuneration report
114 Directors’ report
118 Independent auditor’s report
125 Statement of
Directors’responsibilities
GOVERNANCE
REPORT
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
63
Robust governance provides the foundation
for sustainable growth, guiding our strategy
and delivering value for all stakeholders.”
Richard Pennycook
Chairman of the Board of On the Beach Group plc
Chairman’s introduction
I am pleased to present our
Corporate Governance report
for FY24.
This report outlines the governance structures and practices
that support our decision-making and ensure we meet our
responsibilities. This report also highlights the activities of the
Board and its Committees over the past year, demonstrating
how we have upheld our governance commitments.
Effective governance remains at the heart of our Group’s
success, providing the foundation for executing our strategy,
achieving our purpose, and creating long-term value for all
stakeholders. As Chairman, I remain focused on fostering
a strong and effective Board, dedicated to maintaining the
higheststandards of governance in all our activities.
Succession planning for board changes in FY25
After nine years of dedicated service, David Kelly will step down
from the Board on 10 January 2025. On behalf of the Board, I
would like to thank David for his outstanding contributions and
commitment during his tenure. The Nomination Committee has
been overseeing a rigorous succession planning process for
David’s replacement. This process is at an advanced stage and
welook forward to updating you on the new appointment in
due course. More information about our succession process
isin the Nomination Committee report on page 84.
On the Beach Group plc Annual Report and Accounts 2024
64
Compliance with the UK Corporate
Governance Code
This year, we are again reporting against the UK Corporate
Governance Code published in July 2018. I am pleased to report
that the Board has maintained strong governance standards
throughout the year. From 28 September 2024, the Company
has not complied with Provision 11 of the Code, as David Kelly
exceeded the nine-year limit for independence from that date.
David will step down ahead of the 2025 AGM, and when we
appoint a new independent Non-Executive Director to replace
David, full compliance will be restored. Further details are
providedon page 85.
Looking ahead, the 2024 version of the UK Corporate Governance
Code will apply to the Company starting from 1 October 2025
('FY26'), with the exception of Provision 29, which will apply to
the Company from 1 October 2026 ('FY27'). The Board is already
making the necessary preparations to ensure compliance with
the updated Code, reinforcing our commitment to the highest
standards of corporate governance.
Shareholder engagement
At our AGM in January 2024, we saw strong support from our
shareholders, with over 90% approval on all resolutions and a
66.66% turnout. We value the ongoing engagement with our
shareholders and remain focused on maintaining transparent
and constructive dialogue.
Looking ahead, our next AGM is scheduled for 25 February
2025. We encourage shareholders to actively engage with us,
both ahead of and during the AGM, to ensure we continue to
address your priorities and deliver long-term value. Yourfeedback
and insights are invaluable to the Board as we shape the future
direction of the business.
Board effectiveness
This year, we conducted a comprehensive internal evaluation
of the Board’s performance, ensuring that both the Board and
its Committees continue to operate effectively. The findings
andthe methodology used in the evaluation are detailed on
pages 77 to 78.
Stakeholders
Ensuring ongoing engagement with our key stakeholders,
including customers, employees, and partners, remained a
priority for the Board. Our Section 172 Statement on page 79
outlines how stakeholder interests have been considered in
ourdecision-making throughout the year.
Sustainability
Sustainability and ESG factors continue to be integral to our
decision-making process, reflecting the growing importance
ofthese areas to our stakeholders. For further details, please
see pages 30 to 52.
Risk management
We have made significant progress in embedding our enhanced
risk management system, which bolsters our existing processes
and provides greater assurance as we pursue our strategic
goals. This has enabled us to better navigate potential risks
anduncertainties.
Conclusion
In conclusion, I believe the Board remains highly effective.
Our governance framework continues to provide a robust
platform for the Group’s sustainable growth, benefitting all
ourstakeholders.
Richard Pennycook
Chairman of the Board of On the Beach Group plc
2 December 2024
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
65
Richard Pennycook, CBE
Chairman of the Board
Jon Wormald
Chief Financial Officer
Shaun Morton
Chief Executive Officer
Directors’ biographies
Appointed to Board:
1 April 2019
Independent: Yes
Listed Company Appointments:
None
Experience and contribution:
Richard Pennycook joined On the
Beach as Chairman of the Board
on 1 April 2019. He brings extensive
experience across both private and
public companies, particularly in
retail and consumer sectors. His
governance expertise, honed through
senior roles in fast-growing online
businesses and established PLCs,
makes him an invaluable asset to
theBoard.
Richard served as Non-Executive
Chairman of Howden Joinery Group
plc from 2016 to 2022 and as Non-
Executive Chairman of The Hut Group
('THG') from 2012 to 2018, playing
a key role in its growth as a major
online technology company. Earlier, he
held executive roles at leading public
companies, including Wm Morrison
Supermarkets plc and RAC plc, and
was CEO of The Co-operative Group
from 2013 to 2017.
With decades of PLC boardroom
experience, Richard has a deep
understanding of corporate
governance, public company strategy,
and stakeholder management.
His strong track record in guiding
companies through transformation
provides critical insight and
leadership to drive long-term,
sustainable value creation.
Appointed to Board:
17 July 2020
Independent: No
Listed Company Appointments:
None
Experience and contribution:
Shaun Morton serves as Chief
Executive Officer of On the Beach,
transitioning from Director of Finance
in February 2018 to CFO in July 2020,
and finally to CEO in June 2023. He
has been pivotal in steering the Group
through COVID-19, implementing
strategic initiatives that have enhanced
the brand, advanced technology,
and refined customer propositions,
including capturing market share
inpremium long haul travel.
Shaun possesses expertise in
financial planning, strategy, and risk
management, underpinned by a
comprehensive understanding of the
Group’s operations and the broader
travel sector. Before joining On the
Beach, he held senior finance roles
at Deloitte, Asda, and ghd hair. He
is a qualified Chartered Accountant,
having trained with Deloitte LLP.
With a robust financial background
and a proven track record, Shaun
brings valuable insights into strategic
growth and operational efficiency. His
commitment to innovation positions
him as a key leader in steering the
Group toward sustainable success.
Appointed to Board:
30 June 2023
Independent: No
Listed Company Appointments:
None
Experience and contribution:
Jon joined On the Beach as Chief
Financial Officer in June 2023,
working closely with the Executive
team to develop the strategic plan
for FY24 and beyond. He came from
THG PLC, where he served as Chief
Financial Officer of THG Nutrition, the
world’s largest online sports nutrition
brand, overseeing the financial
performance of the division and its
vertically integrated manufacturing
businesses.
Prior to THG, Jon spent 11 years at the
Co-operative Group Limited, holding
senior roles across its M&A and
Finance teams. He is a fellow of the
Institute of Chartered Accountants of
England and Wales, having qualified
with PwC LLP.
With extensive experience in
managing financial performance in
fast-growing, high-volume businesses,
Jon brings valuable financial expertise,
strategic insight, and leadership. His
contributions strengthen the Board’s
capacity to drive long-term financial
sustainability and growth.
On the Beach Group plc Annual Report and Accounts 2024
66
Committee memberships:
Audit Committee ChairNomination
Remuneration
Disclosure
Elaine O’Donnell
Senior Independent Director
Simon Cooper
Founder and Non-Executive
Director
David Kelly
Non-Executive Director
Appointed to Board:
17 August 2015
Independent: No
Listed Company Appointments:
None
Experience and contribution:
Simon Cooper is the founder of On
the Beach and transitioned to Non-
Executive Director in June 2023 as
part of the Group’s CEO succession
plan. His travel industry journey began
in university when he founded the
ski holiday company “On the Piste”
in 1996.
With over 20 years in the travel sector,
Simon has an in-depth understanding
of the industry and On the Beach’s
operations. He played a pivotal role
in the Company’s IPO process in
2015 and its acquisitions of Sunshine
and Classic Collection, as well
as navigating challenges like the
failures of Monarch and Thomas
Cookand the COVID-19 pandemic.
His leadership has been crucial for
the Company’s continued growth.
As a seasoned entrepreneur,
Simon’s strategic vision and business
development expertise are invaluable
to the Board. He remains actively
involved in the business, supporting
the Executive team with insights into
market trends and customer needs,
enhancing the Company’s strategic
direction.
Appointed to Board:
28 August 2015
Independent: Yes (until 28
September 2024 when he
became non-independent)
Listed Company Appointments:
None
Experience and contribution:
David joined On the Beach in 2015 as
Non-Executive Director and Chair of
the Remuneration Committee. David
is a Product & Technology specialist
and his experience spans a variety
of complementary sectors, bringing
online travel industry knowledge from
positions at Lastminute.com, Holiday
Extras and Love Home Swap, along
with a broad ecommerce background
having held senior roles at Amazon,
eBay and Qliro. David has extensive
experience as a Non-Executive
Director of listed businesses, having
served previously on the Boards of
Reach PLC and The Gym Group plc.
David has in-depth knowledge of
the business, being the Group’s
longest serving Non-Executive
Director, and having previously
served the Company in the roles of
Senior Independent Director, Chair
of the Remuneration Committee and
designated Non-Executive Director for
employee engagement.
David will step down from the
Boardon 10 January 2025.
Appointed to Board:
3 July 2018
Independent: Yes
Listed Company Appointments:
SThree plc and The Gym Group plc
(in each case, NED and Chair of the
Audit and Risk Committee)
Experience and contribution:
Elaine O’Donnell brings a wealth
of experience to the Board as a
Senior Independent Director and
Chair of the Audit Committee.
She has extensive expertise as a
Non-Executive Director and Chair
across Audit, Risk, Nomination, and
RemunerationCommittees.
A Chartered Accountant, Elaine
combines her financial acumen with
significant experience in the online
retail sector and regulated industries.
Her extensive PLC experience is
underscored by her previous role
at Games Workshop Group plc,
where she served as NED, Senior
Independent Director, and Chair.
Before her board roles, Elaine was
a partner at EY LLP, specialising
in corporate finance and mergers
and acquisitions, providing her with
a robust foundation in financial
oversight and strategic governance.
Elaine’s strong financial background
and experience is invaluable to
the Board’s oversight of financial
reporting and risk management. Her
insights into the online retail industry
and regulatory frameworks enhance
the Company’s strategic direction,
ensuring that it remains compliant and
transparent in its operations.
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
67
Appointed to Board:
4 March 2021
Independent: Yes
Listed Company Appointments:
None
Experience and contribution:
Justine was a Member of Parliament
for Putney, Roehampton and
Southfields from 2005–2019 and
spent eight years as a Minister,
including six in Cabinet. After leaving
government in 2018, Justine founded
the Social Mobility Pledge campaign
to drive grass roots change through
business and higher education.
Prior to Justine’s political career, she
trained and qualified as a Chartered
Accountant with PriceWaterhouse in
the UK and Switzerland, before taking
a finance role at SmithKline Beecham
followed by a strategy role at
GlaxoSmithKline. Justine completed an
MBA at the London Business School
in 2000 and joined AA/Centrica as
head of sales and marketing finance
for three years before becoming a
Member of Parliament in 2005.
Justine brings a unique combination
of public policy expertise, financial
acumen, and a strong commitment
to diversity and social mobility.
Her leadership experience in both
government and business enables
her to provide valuable strategic
insights, particularly in governance,
corporate responsibility, and diversity
initiatives, which enhances the Board’s
approach to long-term value creation
and inclusive growth.
Appointed to Board:
1 September 2023
Independent: Yes
Listed Company Appointments:
None
Experience and contribution:
Veronica Sharma joined On
the Beach as a Non-Executive
Director in September 2023,
bringing expertise in people and
organisational development within
leading technology organisations.
She also serves as the Designated
Non-Executive Director for
EmployeeEngagement, reflecting her
commitment to a people-firstculture.
Currently an Operating Advisor at
Warburg Pincus, a global private
equity firm, Veronica advises portfolio
companies on leadership, talent
management, and organisational
effectiveness. She is also an
executive coach, helping senior
leaders unlock potential and drive
sustainablesuccess.
Previously, as Group Chief People
Officer at Cazoo, she led the people
strategy during its rapid expansion
into five European markets.
Her leadership roles at Photobox,
Moonpig, eBay honed her expertise
in talent management, organisational
culture, and business transformation.
Veronica’s proven track record in
cultural change and growth-focused
strategies makes her a valuable
asset in shaping On the Beach’s
future direction.
Appointed to Board:
14 October 2022
Independent: No
Listed Company Appointments:
None
Experience and contribution:
Zoe Harris joined On the Beach as
Chief Marketing Officer in January
2021 and has been instrumental
in shaping the Group’s marketing
strategy and enhancing customer
experience. She has led key
initiatives, including providing free
PCR COVID-19 tests during travel
restrictions and introducing perks
like free fast-track airport security
and complimentary airport lounge
access for 4* and 5* customers.
Before joining On the Beach, Zoe
served at GoCo Group as Chief
Marketing Officer for GoCompare
and later CEO of Look After My Bills.
Her career began at Reach PLC,
where she was Group Marketing
Director, successfully refreshing
brand propositions and transforming
marketing activities. Zoe’s diverse
background includes roles at notable
organisations such as WCRS,
Channel 5, MTV, and NBC, providing
a solid foundation in marketing and
brandmanagement.
With her extensive experience in
marketing and customer engagement,
Zoe plays a critical role in driving the
Company’s strategic initiatives and
enhancing the brand. Her innovative
approach and deep understanding
of consumer behaviour empower
her to champion the customer
voice, ensuring that On the Beach
remains competitive in the evolving
travel market and fostering strong
customer loyalty and satisfaction.
Directors’ biographies continued
The Rt. Hon Justine Greening
Non-Executive Director
Zoe Harris
Chief Marketing Officer
Veronica Sharma
Non-Executive Director
On the Beach Group plc Annual Report and Accounts 2024
68
Audit Committee ChairNomination
Remuneration
Disclosure
Executive Directors
Independent Non-Executive Chairman
Independent Non-Executive Directors
Board composition as of 30 September 2024
On 28 September 2024, David Kelly became non-independent due to his 9-year tenure. David will be stepping down
ahead of the AGM in February 2025 and the Nomination Committee is in the advanced stages of a search for a new
independent Non-Executive Director to replace David and expects to announce a new appointment soon. When those
changes have been made, 50% of the Board (excluding the chair) will be comprised of independent Non-Executive
Directors and the company’s compliance with Provision 11 of the Code will be restored.
20
9
Tenure in years
6
5
4
3
2
1
1
Simon Cooper
David Kelly
Elaine O’Donnell
Richard Pennycook
Shaun Morton
Justine Greening
Zoe Harris
Veronica Sharma
Jon Wormald
33%
33%
Total number
of Directors
9
22%
12%
Non-independent Non-Executive Directors
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
69
Corporate Governance statement
Compliance with the UK Corporate Governance Code
The principles of the 2018 UK Corporate Governance Code (the ‘Code’) highlight the role of good governance in the
long-term success of listed companies. The Board is responsible for establishing frameworks to ensure compliance with
theCode’srequirements.
This Corporate Governance section of the Annual Report outlines our application of the main principles and compliance with
relevant provisions. A copy of the Code can be accessed on the Financial Reporting Council’s website at www.frc.org.uk.
During FY24, the Company complied with all relevant principles and provisions, except for provision 11, which states that at
leasthalf the Board, excluding the Chair, should be independent Non-Executive Directors. Since 28 September 2024, following
David Kelly’s ninth anniversary of appointment (based on the date of Admission to the London Stock Exchange), we have been
non-compliant. Since then, the Board comprises the Chair, three Executive Directors, three independent Non-Executive Directors,
and two non-independent Non-Executive Directors. A search for an independent successor is at an advanced stage. David will
step down on 10 January 2025 and will not seek re-election at the 2025 AGM. Following this and the new appointment, compliance
will be restored with Provision 11.
Looking ahead, we are preparing for the 2024 Corporate Governance Code, effective 1 October 2025, and are committed to
meeting its provisions, particularly provision 29, which will apply from 1 October 2026.
The table below sets out where you can find further information on our compliance with the Code:
Code Section Contents Pages
Board Leadership and Purpose • Chair’s statement
• Board of Directors
• Governance structure
• Board leadership and purpose
• Designated Non-Executive Director for
employee engagement
• Shareholder engagement
64 to 69, 71, 73 to 74, 76, 79 to 83
Division of Responsibilities • Board and Committee meetings
• Governance structure
• Division of responsibilities
• Board composition
• Appointments to the Board and
succession planning
69, 71, 75, 77
Composition, Succession and Evaluation • Board composition
• Board diversity, tenure and experience
• Board, Committee and Director
performance evaluation
• Nomination Committee report
69, 77 to 78, 84 to 87
Audit, Risk and Internal Control • Audit Committee report
• Strategic report – Risk Management
• Fair, balanced and understandable
Annual Report
• Viability Statement
54, 59 to 61, 88 to 92
Remuneration • Letter from the Chair of Remuneration
Committee and Q&A
• Remuneration for FY23
• Summary of Remuneration Policy and
Implementation for FY24
• Annual Report on remuneration
94 to 113
On the Beach Group plc Annual Report and Accounts 2024
70
Governance structure
The Board has established an effective governance framework, as outlined below:
Board
Chaired by Richard Pennycook
The Board promotes the long-term sustainable success of the Company by setting a clear purpose and strategy
that creates value for shareholders while considering the interests of wider stakeholders. It holds overall authority
formanaging the Group’s business and ensuring a robust system of internal control and risk management.
The Board reserves specific matters for its decision, and the full schedule of these matters is available in
theCorporate Governance section of the Company’s website.
CEO and Executive team
The Board delegates day-to-day operations to the CEO, who manages all commercial, operational, risk, and financial
elements, developing strategic direction for Board approval. The Executive team supports the CEO in implementing
Board-approved strategies and is regularly invited to present at Board meetings on relevant matters.
Additionally, the Board has established a Disclosure Committee to oversee compliance with the Market Abuse
Regulation and determine when to disclose information to the market. Each Committee has terms of reference
available in the Governance section of the Company’s website (www.onthebeachgroup.co.uk).
Chaired by Elaine O’Donnell
The Audit Committee reviews
and reports to the Board on
the Group’s financial reporting,
internal controls, risk management
systems, whistleblowing, internal
audit, and the effectiveness of the
statutory auditor.
Chaired by Justine Greening
This Committee is responsible
for the remuneration of Executive
Directors, the Chair, and senior
management, and it reviews
workforce remuneration to align
incentives with corporate culture.
Chaired by Richard Pennycook
The Nomination Committee
assesses the Board’s structure,
size, and composition, as well
as succession planning, making
appropriate recommendations
tothe Board.
Audit
Committee
Remuneration
Committee
Nomination
Committee
Read the Remuneration Committee
report on pages 94 to 113.
Read the Nomination Committee
report on pages 84 to 87.
Read the Audit Committee
reportonpages 88 to 92.
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Corporate Governance statementCorporate Governance statement continued
Board activity in FY24
Details of the main areas of focus for the Board and its Committees during the year are summarised below:
Topic Key activity
Strategic matters • Regularly reviewed performance against the Group’s strategy
• Received presentations from management in relation to business strategy
andperformance
• Considered and approved the transformational partnership with Ryanair
• Reviewed strategic opportunities and the refreshed strategy
• Received regular customer updates with key customer metrics
• Continued to have oversight of the Group’s ESG strategy
• Reviewed capital allocation & dividend policy
Business performance • Received regular updates from Chief Executive Officer and Chief Financial Officer
• Reviewed the Group’s debt, capital and funding arrangements
• Approved the annual budget and business plan
• Approved the full year results, half year results and the Annual Report
• Monitored the Group’s financial performance and financial results
• Received updates on technology-related developments
Risk management and internal controls • Regularly reviewed the implementation of the Group’s risk management framework
• Reviewed principal risks and uncertainties and emerging risks
• Reviewed and confirmed the Group’s viability statement and going concern status
• Reviewed effectiveness of the Group’s systems of internal controls and risk management
• Continued to monitor the security and performance of the Company’s IT systems
andinfrastructure
Governance and legal • Received and reviewed regular reports in relation to material legal matters
• Received and reviewed updates on regulatory and governance developments
• Reviewed and updated the terms of reference of the Board Committees
• Received annual refresher training on continuing obligations as a listed business and
directors’ duties
• Discussed specific issues raised by shareholders and other stakeholders
• Approved the Company’s insurance programme
People, culture and Board effectiveness • Discussed the results of employee-wide engagement surveys
• Received regular updates from the People team
• Received regular updates on the Group’s People Strategy including Diversity
andInclusion
• Received updates from Veronica Sharma, the designated Non-Executive Director
forworkforce engagement
• Considered succession planning for the Board and Executive team
• Undertook an evaluation of the Board’s effectiveness, the effectiveness of each
committee and individual Directors
On the Beach Group plc Annual Report and Accounts 2024
72
Open
Like your favourite
beach, we are warm,
welcoming, and inclusive.
Our teamwork fosters a
shared sense of purpose.
Travel is our
passion,and we are
always learning and
adapting. Our energy
drives innovation
andagility.
Bold
Dynamic
We set ambitious
goals, seek new
adventures, and make
confident choices that
distinguish us.
These values are integral to our business,
shaping a culture that supports our vision.
Board leadership and Company purpose
Role of the Board
The Board is responsible for defining the Company’s purpose,
values, and strategy to ensure long-term sustainable success
and generate shareholder value while contributing positively to
society. It recognises its accountability to stakeholders and the
importance of fostering the right culture and behaviours within
the Group.
Our governance structure, detailed on page 71, clarifies lines of
accountability. The Board delegates certain responsibilities to its
committees for effective oversight. Key discussions from this year
are summarised on page 72. While day-to-day operations are
managed by the Executive Directors, the Board retains specific
matters for its own decision-making. The full schedule of reserved
matters is available on the Company’swebsite.
Sustainability of business model
The Group’s business model, outlined on pages 12 to 13, is
closely monitored by the Board to ensure its sustainability and
to support the Executive team in identifying opportunities and
risks. This is achieved through:
• regular reports and discussions with the Executive
team and senior management on business issues
andindustrytrends;
• engagement with key stakeholders (see pages 79 to 83);
• Evaluation of strategic opportunities that align with the
business model;
• maintaining a robust risk oversight system, including
the review of principal risks and emerging uncertainties
(pages54 to 58); and
• in assessing the Group’s future prospects for the viability
statement (see pages 59 to 61), the Board considers
key factors influencing the Group’s development
andperformance.
Our purpose, values, and culture
Purpose – Why We Do What We Do
Our purpose is to challenge the status quo in the holiday
sector to better meet the needs of tomorrow’s holidaymaker.
This purpose drives every business decision and aligns our
team’s focus on achieving it.
Values – Underpin Who We Are
We take pride in our core values:
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73
Culture – How We Work Together
Culture defines our operational norms and influences behaviour.
Linking purpose, strategy, values, and culture is vital for
achieving long-term sustainability.
Leadership establishes culture, supported by clear policies
to ensure obligations to shareholders and stakeholders are
met. The Board assesses cultural alignment with the Group’s
purpose and values through various indicators:
• Hive Surveys: We review employee feedback to gauge
engagement and cultural health.
• Compliance: Robust policies on anti-bribery, anti-corruption,
and whistleblowing are overseen by the Audit Committee,
with independent monitoring for whistleblowing.
• Employee Policies: Regular updates from the CEO and
Chief People Officer provide insights into recruitment,
retention, and cultural embedding. Fair policies ensure
respect for employee rights, complemented by health
andwellbeing initiatives.
• Risk Management: The Board assesses management’s risk
attitudes through direct engagement and updates from the
Executive Risk Committee.
• Customer Report: Monthly reports on key customer metrics
offer insights into our Company culture.
Our whistleblowing policy encourages employees to raise
concerns about improper behaviour without fear of retaliation.
We provide a confidential whistleblowing service, with regular
reports to the Audit Committee on its usage.
For further information on our culture and workforce
investment, see the “Here for our People” section on
pages32 to 39.
Stakeholder engagement
The Board seeks to understand the views of our stakeholders and
engages with them in various ways to ensure that stakeholder
interests are considered during discussions and decision-making.
The section 172 report and stakeholder engagement section
on pages 79 to 83 detail how the Board engages with and
encourages participation from stakeholders and the impact of this
engagement on decisions made during the year. The ‘Here for our
people’ section on pages 32 to 39 also outlines how we actively
engage with our workforce, providing further insights into our
culture and commitment to our employees.
Shareholder engagement
The Company is committed to engaging and maintaining
an active dialogue with all its shareholders. Our primary
engagement methods include:
• Investor meetings and presentations – The Company has
implemented an investor relations programme facilitating
dialogue and meetings between Executive Directors
and institutional investors, fund managers, and analysts.
Thesemeetings cover a range of relevant issues, including
strategy, performance, management, and governance,
within the bounds of publicly available information.
• Annual General Meeting ('AGM') – The AGM provides
stakeholders an opportunity to hear from the Board and
askany questions they may have.
• Senior Independent Director – Our Senior Independent
Director, Elaine O’Donnell, is available to shareholders who
have concerns where contact through the usual channels
(namely CEO, CFO, or Chairman) is inappropriate.
• Reports and presentations – All shareholders can access
announcements, investor presentations, and the Annual
Report on the Company’s corporate website
(www.onthebeachgroupplc.com).
The Board is aware that institutional shareholders may engage
more frequently with the Company than other shareholders,
butcare is taken to ensure that any price-sensitive information
is released to all shareholders simultaneously, in accordance
with legal requirements.
Directors’ conflicts of interests
Directors have a statutory duty to avoid situations where they
have, or may have, interests that conflict with those of the
Company unless that conflict is first authorised by the Board.
This includes potential conflicts arising when a Director takes
up a position with another Company. The Company’s Articles of
Association empower the Board to authorise potential conflicts
of interest and impose limits or conditions as appropriate.
Any decision by the Board to authorise a conflict is only effective
if it is agreed without the conflicted Director(s) voting or having
their vote(s) counted. In making such a decision, the Directors
must act in good faith and in a manner they believe will
promote the success of the Company.
The Company maintains a register of related parties and a
register of Directors’ interests, which the Board reviews regularly.
Corporate Governance statement continued
On the Beach Group plc Annual Report and Accounts 2024
74
Board and Committee meetings
The Board held 12 scheduled meetings during the year, addressing all routine and strategic matters, structured through clear
agenda setting, written reports, and presentations from both internal staff and external advisers. In addition to scheduled
meetings, there were a number of ad hoc Board calls during the year.
Director
Scheduled Board
meetings
Audit
Committee
Remuneration
Committee
Nomination
Committee
Richard Pennycook 12/12 – 3/3 6/6
Simon Cooper 11/12 – – –
Shaun Morton 12/12 – – –
Zoe Harris 12/12 – – –
Jon Wormald 12/12 – – –
David Kelly 12/12 3/3 3/3 6/6
Elaine O’Donnell 12/12 3/3 3/3 6/6
Justine Greening 12/12 3/3 3/3 6/6
Veronica Sharma 12/12 3/3 3/3 6/6
Information and support
All Directors have access to the Company Secretary, who advises
on governance matters. Directors receive and access Board
papers via an electronic portal. The Chairman and Company
Secretary collaborate to ensure that these papers are clear,
accurate, and of sufficient quality to enable the Board to fulfil its
duties. Specific business-related presentations are provided by
senior management as needed, and Directors can access the
Company’s professional advisers when necessary.
Division of responsibilities
Clear division of roles and responsibilities
The roles of Chairman and Chief Executive Officer are held by
different individuals, with their responsibilities clearly defined
and formalised in writing, as approved by the Board.
Chairman
Richard Pennycook, as Chairman, is responsible for:
• leading the Board and setting its agenda, ensuring
adequate time for strategic discussions;
• providing all Directors with accurate and timely
informationon financial and corporate matters;
• facilitating effective contributions from
Non-Executive Directors;
• ensuring constructive relations between Executive
andNon-Executive Directors; and
• communicating effectively with shareholders; and
• Evaluating the performance of individual Directors,
the Board, and its Committees annually.
Chief Executive Officer
Shaun Morton, as CEO, manages the business, including:
• overseeing Group operations;
• developing objectives and strategy with regard
to stakeholders;
• implementing approved strategies and objectives;
• ensuring compliance with legislation and Group policies;
• communicating with shareholders; and
• setting HR policies, including management development
and succession planning.
Chief Financial Officer
Jon Wormald, as CFO, is responsible for:
• supporting the CEO in strategy development
andimplementation;
• managing the Group’s financial affairs;
• establishing financial processes and internal controls; and
• representing the Group to external stakeholders.
Senior Independent Director
Elaine O’Donnell, as Senior Independent Director,
isresponsible for:
• acting as a sounding board for the Chairman;
• serving as an intermediary for Directors as needed; and
• engaging with shareholders to understand their issues
andconcerns.
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75
Corporate Governance statement continued
Non-Executive Directors
In addition to the Chairman, the Company has three independent
Non-Executive Directors who contribute impartiality and
experience to the Board. They challenge and help develop
strategy and succession planning. Simon Cooper, as Founder
Non-Executive Director, brings unique knowledge of the
Company and travel industry. Following Board meetings, the
Chairman and Non-Executive Directors meet without Executive
Directors to evaluate their performance. Similarly, Non-Executive
Directors assess the Chairman’s performance. Theseevaluations
are vital for assessing Board effectiveness.
If Directors have unresolved concerns about the Company
or proposed actions, these are documented by the Company
Secretary. No such concerns arose during the financial year.
Designated Non-Executive Director for
EmployeeEngagement
Veronica Sharma serves as the Designated Non-Executive
Director ('Designated NED') for Employee Engagement.
Herresponsibilities include:
• ensuring effective methods for ongoing
employeeengagement;
• representing employee views in Board decision-making;
• evaluating the impact of business proposals on employees;
• establishing feedback mechanisms to share Board
responses with employees; and
• tracking the role’s achievements in supporting
employeeengagement.
The Designated NED will review employee engagement
surveys quarterly, assess key metrics, and lead Board
discussions on employee engagement. She will participate
inemployee forums and manager engagement meetings.
Company Secretary
The Company Secretary acts as secretary to the Board and its
Committees, with her appointment and removal determined
by the Board. She is a member of the Executive team, and all
Directors can access her advice. In certain situations, Board
Committees and Directors may seek independent professional
advice, and the Company will cover reasonable costs incurred.
Time commitments of Non-Executive Directors
All Directors are expected to dedicate sufficient time to fulfil
their responsibilities. Non-Executive Directors are informed
upon appointment of the time required for the role and must
confirm their ability to commit. Each Director’s commitment is
reviewed annually, and any external appointments or significant
commitments require prior Board approval. The Board
considers the time demands of each Non-Executive Director,
whether as a Board member, Committee Chair, or Committee
member, when granting permission.
The Board and Nomination Committee believe none of the
Non-Executive Directors have excessive commitments that
would prevent them from adequately dedicating time to the
Company’s activities. Details of their other directorships in
listed companies can be found in their biographies on pages
66 to 68. None hold directorships in FTSE 100 companies.
Composition, succession, and evaluation
The Nomination Committee aids the Board in the appointment
process for Board members and senior management,
ensuring alignment with the Company’s succession plans.
Further information on the Nomination Committee’s work
isavailableon pages 84 to 87.
On the Beach Group plc Annual Report and Accounts 2024
76
Board composition
During the year, the Board reviewed the overall balance
of skills, experience, independence, and knowledge of its
members. Further details of this review, including actions
taken,are set out in the Nomination Committee report on
pages 84 to 87.
In accordance with provision 11 of the Code, at least 50% of the
Board, excluding the Chairman, should be independent Non-
Executive Directors. The current Board comprises nine members:
the Non-Executive Chairman, three Executive Directors, three
independent Non-Executive Directors, and two non-independent
Non-Executive Directors. David Kelly became non-independent on
28 September 2024 when his tenure reached nine years. David
will step down from the Board ahead of the next AGM and there
is a search ongoing for his replacement. After these changes,
compliance with provision 11 will be restored. The profiles of each
Board member, detailing their skills and expertise, are available on
pages 66 to 68.
The Board regularly reviews the independence of its Non-
Executive Directors as part of the annual evaluation process,
and the Nomination Committee considers this on an ongoing
basis. With the exception of the Founder Director NED (and
David Kelly with effect from 28 September 2024 as noted
above), the Board has determined that all Non-Executive
Directors serving during the year were independent.
RichardPennycook, upon appointment as Chairman,
mettheindependence criteria outlined in the Code.
The Board is confident that each independent Non-Executive
Director has maintained their independence of character
and judgement, without forming associations that might
compromise their ability to act in the best interests of
theGroup.
Appointments to the Board
The Nomination Committee, chaired by the Chairman of the Board
and comprising all Non-Executive Directors, leads the appointment
process based on merit against objective criteria, making
recommendations to the Board. The Board can appoint individuals
to fill vacancies or as additions to the existing Board. Any Director
appointed holds office until the next AGM, at which point they
are eligible for election by shareholders. Non-Executive Directors
are typically expected to serve two three-year terms, with any
extension beyond six years subject to rigorous review to ensure
progressive refreshment.
As part of this process, the Board is searching for a
newindependent Non-Executive Director to succeed
David Kelly, who will step down on 10 January 2025 and
will not seek re-election at the 2025 AGM. Further details
regarding this can be found in the Nomination Committee
report on pages 84 to 87.
Development of Directors
The Company has an induction programme for all new
Directors joining the Board. Each induction is tailored to the
relevant Director’s experience and background, enhancing
their understanding of the Group’s strategy, business, operating
divisions, employees, customers, suppliers and advisers, and
the role of the Board in setting the tone of our culture and
governancestandards.
All Directors are kept informed of changes in relevant
legislation and regulations, as well as evolving financial and
commercial risks. The Chairman continually reviews the training
needs of Directors according to their individual requirements,
with this review forming part of the annual appraisal process.
The Company Secretary arranges training sessions to support
the learning and development of Directors or to provide context
for Board discussions (eg, on the economy or consumer attitudes/
competitive landscape). Directors spend time with various
leaders within the business to further develop their knowledge,
providing support, guidance, and challenge. They also attend
development days throughout the year, where updates on
developments and training in specific areas are provided to
deepen their understanding of the business.
Board evaluation
The Board is committed to the evaluation and appraisal of
the performance of the Board, its Committees, and individual
Directors, including the Chairman. During the year, an internal
evaluation was conducted to review the composition, experience,
and skills of the Board to ensure that it and its Committees
continue to work effectively and that Directors aredemonstrating
a commitment to their roles.
As part of the internal evaluation process, questionnaires were
completed by each Board member to assess performance against
the Code. The questionnaire covered leadership, effectiveness,
accountability, shareholder relations, meetings, and administration.
The Board approved these questionnaires, which were completed
electronically. Results were analysed, and the Company Secretary
prepared a report for the Chairman, discussed at a Nomination
Committee meeting.
As part of the evaluation process, feedback was sought from all
Directors on the top three strategic issues facing the Company
over the next 3–5 years, and Directors were asked to give
examples of best governance practice from other Boards
thatthey believe would benefit the Company.
The evaluation established that the Board and its Committees
were operating effectively and efficiently, with good leadership
and accountability. The Board dynamic continues to work well,
reflecting the dedication and commitment of each member,
along with the appropriate level of support and challenge
fromNon-Executive Directors.
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77
The key actions from the FY24 Board/Committee evaluation, are set out below.
During the year, the Senior Independent Director evaluated the performance of the Chairman, who in turn evaluated the
performance of each Director.
Following these evaluations, the Directors concluded that the Board and its Committees operate effectively, with each Director
continuing to contribute and demonstrate commitment to their role.
Actions from FY24 Board evaluation
Area of focus Action
Investment Appraisals The Board considered investment decisions were based on evidence and taken at the right time.
The evaluation concluded it would be beneficial to take a more formal approach to investment
appraisals and this will be a focus for FY25.
Strategy & Stakeholders One Board meeting each quarter will be dedicated to strategy. The Board will develop a process to
ensure the correct level of oversight on the development of strategy into action, with regular review
of key strategic KPIs for the Board. The Board will engage stakeholders through this process.
Board Papers Papers were considered to be of high quality and the meetings effectively chaired, promoting
effective decision-making. The evaluation concluded that the Board would benefit from earlier
distribution of the papers to facilitate a thorough consideration of the matters to bediscussed.
Director Development Directors’ learning and development needs are always under review. In FY25, given the
opportunities and risks presented by artificial intelligence, there are plans to incorporate this
within the Board calendar, alongside usual sessions on Directors’ duties, legal obligations,
horizonscanning and topical sessions.
Succession Planning
The Nomination Committee will consider succession planning more widely during FY25 including
reviewing plans for senior leaders below Executive level, to ensure a strong and diverse pipeline
oftalent.
NED meetings
More NED meetings will be put in place to allow the NEDs to identify key issues and formulate
appropriate challenge.
Corporate Governance statement continued
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78
Section 172(1) statement
How we engage with stakeholders
Stakeholder engagement
The Directors believe they have acted at all times to promote
the success of the Company for the benefit of its members as
a whole. In doing so, the Board has considered the interests
of a range of stakeholders impacted by the business, as
well as having regard for the matters set out in s.172(1) of the
Companies Act 2006, namely:
• the likely consequences of any decisions in the long term;
• the interests of the Company’s employees;
• the need to foster the Company’s business relationships
with suppliers, customers and others;
• the impact of the Company’s operations on the community
and the environment;
• the desirability of the Company maintaining a reputation for
high standards of business conduct; and
• the need to act fairly as between members of the Company.
More information about our key stakeholders, how we engage
with them and how Directors have regard for stakeholder matters
when making decisions is set out in the tables below.
An example of how the Directors have had regard to s.172(1) in
carrying out their duties in making key decisions during the year
is set out on page 83.
Other broader factors considered by the Board, including
the impact of the Company’s operations on the community
and environment, desirability to carry out business responsibly
and ethically and acting in the interests of employees are covered
in the Sustainability report. For more information, seepages
30to52.
Stakeholders
We seek to achieve our strategic objectives by taking into account the needs of our stakeholders and the impact our business
may have on them. The Board is aware that its decisions may impact on one or more groups of stakeholders and that their needs
may differ in some circumstances. Effective engagement ensures that stakeholder interests are considered in Board discussions
and decisions.
Customers
We know that holidays are
the best bit of our customers’
year, and we pride ourselves
on doing everything we can
to give them the holiday they
dreamed of and more, and
our perks are just one way
we look to give them an even
jollier jolly. Their satisfaction
drives advocacy, loyalty and
repeat bookings.
What matters to them:
• Excellent customer service
and swift resolution of issues
andqueries.
• Peace of mind through ATOL and
package protection.
• Value, choice, and flexibility.
• Perks and flexible payment options.
• User-friendly website, with accurate
information on the holidays they
are booking.
• Health and safety during holidays.
How we engage:
• Customer feedback: Surveys,
focus groups, resort visits, user
testing, social media interactions
andfeedback such as Trustpilot.
• Social media interactions.
• Feedback from third-party
travelagents.
• Data analysis from customer help
tools, including chatbots and onsite
analytical tools.
• Dedicated customer service team
and 24/7 in-resort line.
Highlights:
• Introduced live chat functionality,
enhanced IVR and chatbots to help
customers more quickly.
• Invested in an app for easier
holiday management.
• Simplified customer T&Cs for clarity,
brevity and brand consistency,
tested with VIBs (existing
customers) pre-launch.
• Introduced cross function monthly
customer forum, reviewing the end
to end customer experience so we
can identify and resolve any issues.
Board engagement:
• Regular customer experience
reports presented at
Boardmeetings.
• Executive bonuses linked to Net
Promoter Score to align leadership
with customer satisfaction.
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What matters to them:
• Long-term growth, successful strategy
execution, operational/financial
performance, risk management,
talent succession, capital allocation,
executive remuneration, and ESG/
sustainability.
How we engage:
• Investor roadshows, trading updates
(including interim and preliminary
results), Annual Report and Accounts,
website updates, dialogue with
shareholders/proxy bodies, analyst
engagement, and the AGM.
Highlights in FY24:
• The Chairman and Remuneration
Committee Chair actively engaged
with shareholders. 66.66% of voting
rights were cast at the 2024
AGM, with over 90% in favour
ofkeyresolutions.
Board engagement:
• Directors engage regularly via
roadshows, AGMs, and specific
meetings. The Chief Executive
provides regular updates, and Non-
Executive Directors are available at
the AGM. Investor feedback is shared
with the Boardafterroadshows.
What matters to them:
• Career development, progression,
competitive remuneration,
recognition, diversity and inclusion,
company culture, and being heard.
Wellbeing and working for a company
that gives back are also key priorities.
How we engage:
• Beach Life: Company-wide
meetings with key updates and
Q&A with executives.
• Pier Group: Regular forums where
employee voice leaders meet
withleadership.
• Surveys: Annual Hive survey
and pulse checks to measure
engagement and sentiment.
• Ongoing communication:
Regularemail updates, Slack,
wellbeing, anddiversity forums.
• Colleague recognition:
Performance reviews and rewards.
Highlights in FY24:
• Introduced enhanced benefits,
including holiday purchase, pension
increases, and family-friendly policies.
• Focus on wellbeing with mental
health support, including 24/7
employee assistance and
wellbeingforums.
• Employee feedback continues to
drive improvements, impacting
bothwork and life.
Board engagement:
• The People function regularly reports
to the Board including updates
on the activities of employee
forums and engagement surveys,
ensuring employee sentiment is
communicated to theBoard.
• The designated Non-Executive
Director for employee engagement,
Veronica Sharma, ensures that
employee views are integrated
into Board decisions, including
onremuneration matters.
Our shareholders provide the
capital essential for investing
in and growing the business.
Stakeholder engagement continued
Our people are crucial to
achieving our strategic
objectives. Engaged
employees drive business
growth by being happier,
motivated, and invested
inourgoals.
Shareholders
People
On the Beach Group plc Annual Report and Accounts 2024
80
What matters to them:
• Fair payment terms, collaboration,
fair treatment, timely communication,
the ability to fill capacity, sustainable
partnerships, and support for
innovation in travel products
andservices.
How we engage:
• Regular meetings, calls, visits
and feedback. Conferences and
events to maintain partnerships.
Audits via our customer health
andsafetymanagement system.
Highlights in FY24:
• Signed a transformational partnership
with Ryanair during theyear (see
pages 10 to 11).
• Developed our partnership with Sun
Express, to provide our customers
with more choice and value for
Turkey holidays.
• Managed disruptions (wildfires,
floods, air traffic control failures)
with regular communication to
minimise impacts.
Board engagement:
• The Board receives updates from
the supply and commercial function
regularly and on customer health
and safety. It monitors business
continuity risks and annually
reviews the Modern Slavery
ActStatement.
What matters to them:
• Ethical management, partnerships
that create positive societal impacts,
environmental sustainability, and
opportunities for future employment
and social mobility.
How we engage:
• Forming partnerships with local
charities and schools to break
down barriers and support
socialinclusion.
• Providing opportunities for
employees to engage with
andsupport local communities.
• Developing and implementing our
ESG strategy, which shapes our
stakeholder engagement priorities.
Highlights in FY24:
• Established an Employee Voice
forum to drive our community and
charity initiatives, encouraging
employees to fundraise for
meaningful causes.
• Partnered with DKMS, our charity
ofthe year, to support blood cancer
awareness and research in memory
of a former colleague.
• Collaborated with a local college
to promote social inclusion and
support student development.
Board engagement:
• Progressed our ESG strategy
with Board oversight, considering
stakeholder feedback. Shaun
Morton is the Board member
responsible for climate change
andESG. See pages 30 to 52
forour Sustainability report.
Strong relationships with
suppliers and partners are
essential for operational and
commercial success, enabling us
to offer a diverse range of quality
travel products, at a competitive
price. We rely on them to meet
customer needs and ensure
reliable service delivery.
We care about the
communities we operate
in. Our commitment is to
contribute positively to
society through responsible
business practices.
Communities
and Society
Suppliers
and Partners
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
81
Government policy and
regulatory frameworks impact
our business, industry, and
consumers. Key Government
departments include the
Department for Transport
('DfT') and the Department for
Business and Trade ('DBT').
Government
and Regulators
Key regulators include:
• Civil Aviation Authority ('CAA'):
Oversees the ATOL scheme for
consumer protection.
• Competition and Markets Authority
('CMA'): Ensures fair competition
and consumer protection.
• Financial Conduct Authority
('FCA'): Regulates travel insurance
offered on our site and oversees the
Listing Rules and other continuing
obligations of public companies.
• Information Commissioner’s
Office ('ICO'): Enforces data
protectionlaws.
• Advertising Standards
Authority ('ASA'): Regulates
advertisingpractices.
• Financial Reporting Council ('FRC'):
Oversees corporate governance
and financial reportingstandards.
What matters to them:
• Legal compliance, fair treatment
of customers and stakeholders,
taxpayer interests, a fair and
competitive market, responsible
business practices and open
dialogue to understand industry
dynamics and challenges.
How we engage:
• Engagement led by the General
Counsel, with participation from the
CEO, CFO, and other executives.
• Direct and proactive communication
and collaboration with key
government departments
andregulators.
• Involvement in industry groups
like Online Travel UK ('OTUK')
forcollective advocacy.
• Active participation in policy
development, responding to
consultations on industry reforms.
Highlights in FY24:
• Published a white paper
advocatingfor fair competition
inthe travelsector.
• Engaged with government
and regulators on important
issues affecting the industry,
and responded to consultations
andcalls for evidence including
onATOL reform and Package
TravelRegulations reform.
Board engagement:
• The Board reviews our engagement
strategy and receives updates from
the General Counsel. Regulatory
considerations inform strategic
planning and risk management.
Stakeholder engagement continued
On the Beach Group plc Annual Report and Accounts 2024
82
Board decision-making in practice
Organisational Design Review: Supporting Strategy with an Effective Structure
During the year, the Board oversaw a comprehensive Organisational Design ('OD') review, conducted in parallel with our strategic planning.
This process aimed to ensure that our structure aligns with and supports our long-term goals, particularly in areas of growth, scalability,
and operational resilience. Given the potential impacts of this review, the Board took into careful account its dutyunder section 172 of
the Companies Act 2006 to promote the success of the Company, while considering the interests of variousstakeholdergroups.
Stakeholders and Section 172 Factors Considered
Several key stakeholder groups were impacted by this work, including our employees, customers, and investors. For our employees,
the OD review involved changes that required sensitivity, clear communication, and support mechanisms to manage the transition
effectively. The Board prioritised employee welfare by working closely with management to implement fair processes, maintain
transparency, and provide support for affected individuals.
For our customers, the OD review was an opportunity to enhance operational efficiency and service quality. By aligning our structure
with our strategic goals, we aim to strengthen the customer experience, ensuring that we remain agile and responsive to evolving
needs. This consideration was essential in balancing short-term disruption with long-term benefits.
Investors were another priority group for the Board, who ensured that the changes aligned with our growth strategy and would drive
sustainable value.
Balancing Stakeholder Interests in Board Decision-Making
Throughout the process, the Board was mindful of balancing these stakeholder interests. For employees, the Board recognised
the need for empathy and support, working to minimise disruption and actively engaging with employee feedback. For customers
and investors, the primary focus was on the OD review’s strategic alignment and its anticipated positive impact on service quality
and shareholder value. By integrating these diverse perspectives into the decision-making process, the Board demonstrated
its commitment to responsible governance and adherence to section 172 obligations, promoting the long-term success of the
Companywhile managing the needs of all stakeholders involved.
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
83
Report of the Nomination Committee
I am pleased to introduce
the report of the Nomination
Committee for the year ended
30 September 2024.
The Committee has ensured the Board’s composition
supports strategy, growth, governance, and safeguards
the interests of all stakeholders.”
Richard Pennycook
Chair of the Nomination Committee
Role of the Committee
The role of the Nomination Committee is to
ensure a formal, rigorous, and transparent
procedure for Board appointments. It
leads the process for appointments and
makes recommendations to the Board.
It assists the Board in reviewing and
refreshing its composition, considering
the balance of skills and experience to
maintain effectiveness. It ensures plans are
in place for orderly succession to Board
positions and senior management roles,
and oversees the development of a diverse
pipeline for succession.
The Committee’s full roles and
responsibilities are set out in written
terms of reference, which were last
reviewed on 29 November 2024 and are
available on the Company’s website at
www.onthebeachgroupplc.com/investor-
centre/corporate-governance.
The Committee met six times during the year and member attendance is shown below.
Member Status Appointment Attendance
Richard Pennycook (Chair) Independent April 2019   6/6
David Kelly Independent
1
September 2015     6/6
Elaine O’Donnell Independent July 2018     6/6
Justine Greening Independent March 2021    6/6
Veronica Sharma Independent September 2023 6/6
1. David was independent up to and including 27 September 2024, thereafter non-independent.
The Committee’s composition meets the requirements of the Code.
Membership and meetings
The Committee meets at least twice annually and at such other times as are
necessary to discharge its duties. Only members of the Committee have the right
toattend meetings. Other members of the Board as well as external advisers and
others attend for all or part of Committee meetings by invitation when appropriate.
The Company Secretary acts as secretary to the Committee.
On the Beach Group plc Annual Report and Accounts 2024
84
Committee activity in FY24
• Reviewed and agreed upon a work
plan for the Committee for FY24.
• Oversaw the succession plan for
David Kelly, who will not stand for
re-election at the 2025 AGM after
serving nine years on the Board.
• Supervised the execution of a
comprehensive induction plan
for Veronica Sharma following
her appointment to the Board
inSeptember 2023.
• Appointed Veronica Sharma as
Designated NED for Employee
Engagement, succeeding David Kelly.
• Reviewed the Register of Directors’
interests to identify potential conflicts
and ensure each Director had
sufficient time to fulfil their duties.
• Confirmed that all Non-Executive
Directors, except Simon Cooper and
David Kelly, remained independent.
• Assessed the results of the
2023 Board, Committee,
and Director evaluations to
determineeffectiveness.
• Updated the skills matrix to align
withthe Group’s strategic priorities
and development.
• Evaluated the composition and
structure of the Board and its
committees, focusing on size,
skills,experience, and diversity.
• Recommended the re-election of
allDirectors except David Kelly at
the2024 AGM.
• Updated and recommended the
Committee’s Terms of Reference
tothe Board.
• Approved the Nomination
Committee’s report for inclusion
inthe FY24 Annual Report.
• Planned the search for an independent
NED to succeed David Kelly and
initiated a tender process to
appointaspecialist search firm.
• Reviewed the updated skills matrix
to identify skills and experience
gaps with David Kelly’s departure,
and developed a role profile for the
newindependent NED.
• Commenced the search for the new
independent NED.
• Reviewed the broader succession
and leadership development plans
for senior management.
• Reviewed compliance with the Board
diversity policy.
• Recommended to Board to extend
David’s term from beyond nine years
to assist with a smooth handover.
• Recommended to Board to extend
the term of Justine Greening
and Elaine O’Donnell’s terms
ofappointment by three years.
Board changes
Having served nine years on the Board,
David Kelly will not stand for re-election
at the FY25 AGM and will step down as
a Director on 10 January 2025. David
joined the Board just prior to IPO in
September 2015, and his contributions
since then have been invaluable.
Hehas brought a unique combination
of skills and experience, particularly in
technology, product, and ecommerce,
as well as a deep understanding of
consumer behaviour and a passion for
strategic people and organisational
development. During his tenure, David
held various key positions, including
Senior Independent Director, Acting
Chairman, Chair of the Remuneration
Committee, and Designated NED for
Employee Engagement. His extensive
contributions have greatly benefitted
the Board and the Group. We extend
our heartfelt thanks to David for his
dedicatedservice and significant
impactover the past nineyears.
The search for a successor for David is at
an advanced stage and I look forward to
sharing details of the new appointment
with you soon.
Succession planning – Board
A key area of focus for the Committee
during FY24 was on succession planning
at a Board level, in anticipation of David
Kelly stepping down as outlined above.
Given David’s significant contribution to
the Board, this succession plan has been
long in the making. In the FY22 report,
we disclosed that on 27 January 2023,
Elaine O’Donnell took over from David as
Senior Independent Director and Justine
Greening took over from David as Chair
of Remuneration Committee.
The appointment of Veronica Sharma as
an independent Non-Executive Director
in September 2023 was made partly in
anticipation of David’s succession, and
we are fortunate that Veronica shares
David’s knowledge, experience and
passion for people and organisational
strategy as well as having experience
working within a number of leading
technology enabled businesses.
During FY24, having reviewed and
updated the skills matrix as outlined
below, the Committee’s focus was on
identifying the gaps that would be left
by David’s retirement from the Board,
being deep knowledge and experience
of technology, product and consumers.
Having identified the gap, the Committee
ran a tender process to appoint an
external search firm, and at the end
of that process, appointed Founders
Keepers, for their strong reputation in the
tech space, extensive candidate network
and contacts, as well as their knowledge
ofthe business, having placed a number
ofsenior hires and important strategic
hires in product and technology.
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
85
The Committee worked with Founders
Keepers to define a role profile for
the search and to run a thorough and
effective recruitment process. The search
is ongoing but at an advanced stage and
an update will be provided in due course.
Succession planning –
senior management
The Committee reviewed the leadership
talent pipeline and succession plans for
senior management. In particular, the
Committee reviewed the plans in relation
to the retirement of Bill Allen, the Chief
Supply Officer. This was addressed
aspart of a wider organisational
designproject.
Leadership development
In addition to succession planning,
the Committee examined leadership
development initiatives aimed at
cultivating a high-performing team.
Theplans focus on creating opportunities
for growth and development for current
and future leaders, ensuring they are
equipped with the skills and capabilities
needed to drive the Company’s strategic
objectives. By investing in leadership
development, we aim to build a team of
leaders who can navigate the evolving
business landscape and contribute to
thelong-term success of the Company.
Report of the Nomination Committee continued
Composition of the Board
andits Committees
The Committee uses a skills matrix as a tool
to assist it with reviewing the balance of
skills and experience on the Board. During
the year, the Committee reviewed and
updated the skills matrix, toensure that it
was up-to-date and alignedwithoverall
strategy. The skills matrix covers
experience of industry/sectors,
geographic locations, governance/Board
positions, and technical areas relevant
to the business including strategy and
finance, marketing/brand/consumer,
operations, technology and product,
and legal and governance. Directors are
scored on varying degrees of experience
in each category, resulting in an aggregate
score per category, which provides an
objective and quantifiable way to measure
skills andexperience on the Board.
As part of the wider review of
Board composition, the Committee
alsoconsidered:
• the independence of Non-Executive
Directors and the balance on the
Board between Executive and
Non-Executive Directors;
• diversity of the Board, including age,
gender and ethnicity;
• the business strategy and how the
Board skills and capability mix aligns
with the current composition;
• length and tenure; and
• the effectiveness review of the Board,
its principal Committees, the Chairman
and individual Directors.
Having carried out the review, overall the
Committee is satisfied that the Board has
the necessary mix of skills and experience
to fulfil its role effectively, however it
was identified that David’s departure
would result in a lower score particularly
in technology and product, and that
this would need to be addressed in the
recruitment of the new independent NED.
All Directors are subject to annual
re-election. Further details about
the particular skills, knowledge and
experience each Director brings to the
Board can be found in the Directors’
biographies on pages 66 to 68.
Non-compliance with provision
11 of the Code
David Kelly agreed to remain as a
Director beyond his nine-year anniversary
in September 2024 to ensure a smooth
transition. The Committee recommended
to the Board a brief extension of
David’s appointment past this term.
Consequently, since 28 September
2024, David Kelly has served as a non-
independent Non-Executive Director,
resulting in the Company not being
compliant with provision 11 of the Code
during this period. This non-compliance
willbe for a short period, during
which the Board continued to benefit
from David’s extensive and valuable
experience, which was deemed to be
inthe best interests ofthe Group.
Diversity
Diversity in all forms is critical to
our business’s future success. The
Committee values a diverse Board for
its ability to ensure a broad range of
views, constructive debate, and effective
decision-making. In reviewing Board
composition, the Nomination Committee
emphasised that diversity enhances
creativity, innovation, and understanding,
leading to better overall decisions.
TheBoard composition remains
compliant with our Diversity Policy
asoutlined below.
Objective Objective met Comment
40% female representation at Board level Ye s Female representation at Board level is 44%
At least one of the senior Board positions (Chair, CEO, CFO, or
Senior Independent Director) being held by a female Director
Ye s Elaine O’Donnell is the SID
At least one member of the Board shall be from a minority
ethnic background
Ye s Veronica Sharma is from a minority ethnic background
On the Beach Group plc Annual Report and Accounts 2024
86
(a) Gender identity as at 30 September 2024
Number
of Board
members
Percentage
of the Board
Number of
senior positions
on the Board
(CEO, CFO, SID,
and Chair)
Number in
Executive
Management
Percentage of
Executive
Management
Men 5 56 3 4 50
Women 4 44 1 4 50
Not specified/prefer not to say – – – – –
(b) Ethnicity representation as at 30 September 2024
Number
of Board
members
Percentage
of the Board
Number of
senior positions
on the Board
(CEO, CFO, SID,
and Chair)
Number in
Executive
Management
Percentage of
Executive
Management
White British or other White
(including minority-white groups)
8 89 4 8 100
Mixed/Multiple ethnic groups – – – – –
Asian/Asian British 1 11 – – –
Other ethnic group, including Arab – – – – –
Not specified/prefer not to say – – – – –
Black/African/Caribbean/Black British – – – – –
Committee effectiveness
As part of the annual Board evaluation, all members of the Nomination Committee participated in an evaluation of the Committee.
The evaluation concluded that the Committee continues to perform effectively. Further details of the evaluation can be found on
pages 77 to 78.
Richard Pennycook
Chair of the Nomination Committee
2 December 2024
The table below sets out data on gender identity and ethnicity representation across the Board and Executive Management.
TheCompany Secretariat collates data on gender identity and ethnicity directly from our Board and Executive Management using
a Diversity and Inclusion Monitoring Form, which is circulated annually. The below tables directly reflect the questions asked of
the Board and Executive Management. All data is held securely in line with our data protection and retention guidelines.
Female representation at Executive level is now 50%, which is the highest it has ever been. However, there is a lack of ethnic
diversity and this is an area of focus within the People Strategy.
On the Beach Group plc Annual Report and Accounts 2024
87
Financial StatementsOverview GovernanceStrategic Report
This has been a significant year of change for the
business with the signing of the transformational
Ryanair partnership agreement and the changes
madeto our B2B operations.”
Elaine O’Donnell
Chair of the Audit Committee
Report of the Audit Committee
I am pleased to present the
Audit Committee report for the
year ended 30 September 2024.
This report is intended to provide
shareholders with an insight into how
key topics were considered during the
year, the activities of the Committee
and how the Committee discharged
itsresponsibilities in FY24.
The Committee fulfils a vital role in the
Company’s governance framework,
providing valuable independent
challenge and oversight across
the Company’s financial reporting,
risk management and internal
controlprocedures.
This has been a significant year of
change for the business with the signing
of the transformational Ryanair partnership
agreement and the changes made to our
B2B operations.
Alongside this, and despite the challenging
economic backdrop, theGroup has shown
strongfinancialperformance.
With the assistance of management
and our external auditor, EY, the
Committee has considered the main
financial reporting issues, estimates
and judgements, and we believe that
the information in the Annual Report is
fair, balanced, and understandable and
clearly explains progress against our
strategic and operating objectives.
Elaine O’Donnell
Chair of the Audit Committee
On the Beach Group plc Annual Report and Accounts 2024
88
Committee governance
Responsibilities
The main roles and responsibilities of
the Committee are set out in its terms of
reference. The terms of reference are
reviewed annually by the Committee and
any proposed changes are recommended
to the Board. Thecurrentterms of
reference can be found at the Company’s
website at: www.onthebeachgroupplc.
com. These were last reviewed on
29November 2024. TheCommittee’s
mainresponsibilitiesare:
• reviewing the Group’s annual and
half year financial statements and
accounting policies;
• monitoring the integrity of the Group’s
financial statements, including the
application of key judgements in
determining reported outcomes to
ensure that they are fair, balanced
and understandable;
• reviewing the Group’s risk
management framework and
advisingon the Group’s risk appetite;
• reviewing the Group’s system
of internal controls and risk
management and making
recommendations for improvements;
• to agree the external auditor’s
engagement terms, scope and fees;
• to review the effectiveness and
objectivity of the external audit
process, assess the independence
and objectivity of the external auditor
and ensure appropriate policies and
procedures are in place to protect
suchindependence;
• the Committee is also responsible
for developing and implementing
the Group’s policy on the provision
of non-audit services by the
externalauditor;
• to review regularly the need for
aninternal audit function;
• review the Group’s procedures for
raising concerns and the effectiveness
of the Group’s anti-bribery and fraud
preventionprocesses; and
• review the output of the Group’s
treasury committee to ensure
compliance with policy.
Committee composition
The Committee currently comprises three independent Non-Executive Directors. The
Committee members bring a wide range of financial and commercial expertise necessary
to fulfil the Committee’s duties. Summary biographies of each member of the Committee
are included on pages 66 to 68. The Board is satisfied that the Committee’s Chair, Elaine
O’Donnell, has extensive recent and relevant financial experience and that the Committee
as a whole has competence relevant to the sector in which the Groupoperates.
The Committee met three times during the year and member attendance is shown below.
David Kelly was a member of the Committee until 27 September 2024 when he became
non-independent. The Committee’s Terms of Reference (in line with the Code) require
that all members are independent Non-Executive Directors, so David stood down from
the Committee on 27 September 2024. The Committee would like to thank David for
his nine years of service to the Committee and his valuable contributions over the years.
David attended all three meetings.
Member Status Appointment Attendance
Elaine O’Donnell (Chair) Independent July 2018 3/3
Justine Greening Independent March 2021 3/3
Veronica Sharma Independent September 2023 3/3
Whilst the management team and Chair
of the Board are not members of the
Committee, standing invitations are
extended to the Chief Financial Officer,
Chief Executive Officer, Chief Customer
Officer, Chair of the Board, the external
auditors and other Non-Executive Directors.
Jon Wormald, as Chief Financial Officer,
has responsibility for all aspects of
financial reporting, internal control and
risk management. Jon has attended all
Committee meetings and updated the
Committee on all key matters.
The Company Secretary is Secretary
tothe Committee.
Effectiveness
The Committee has reviewed and
considered the effectiveness of its
performance during the year. The
review included views of members of
the Committee and of regular attendees
at the various meetings (including the
Executive Directors). Thereview indicated
that the Committeecontinues to perform
well with no significantconcerns.
Key activities of the
Committee during the year
• Reviewed the proposed scope,
materiality, focus areas and
planningfor the external audit.
• Reviewed and recommended to the
Board the full and half year financial
results for publication and the
financial results presentations.
• Reviewed the activity of the Executive
Risk Committee throughout the year.
• Focused on financial reporting
to ensure the Annual Report
and Accounts is fair, balanced
andunderstandable.
• Consideration of significant
accounting matters and judgements
in respect of the restructure of the
Group’s B2B operations.
• Reviewed the Group’s going concern
and viability statements.
• Reviewed management’s approach to
key judgemental areas of reporting and
the related comments of the external
auditor (see below for furtherdetails).
• Reviewed the Group’s approach to
meeting its reporting responsibilities
against the requirements of the
TCFDframework.
• Received reports on internal controls
and risk management from the Head
of Group Risk.
• Review of paper outlining the
distributable reserves in place in
relation to the payment of dividends.
• Reviewed the whistleblowing report
(noting that no whistleblowing
complaints were made).
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
89
Key activities of the
Committee during the year
continued
• Considered the potential impact
of forthcoming regulatory
reforms in relation to audit
andcorporategovernance.
• Reviewed the resolutions to be put
to shareholders at the 2024 AGM,
including in respect of the declaration
of a final dividend.
• Received a third-party assessment
of the Group’s information
securitymaturity.
• Reviewed and approved new Group
policies in relation to Tax & Treasury.
• Reviewed the Group’s procedures for
preventing and detecting fraud, along
with its systems and controls for the
prevention of bribery.
• Assessed the effectiveness of the
external audit process and the
Committee’s effectiveness.
Significant matters relating
to the financial statements
considered by the Committee
As part of the process of monitoring
the integrity of the financial information
presented in the half year results and
the Annual Report and Accounts, the
Committee reviewed the key accounting
policies and judgements adopted
by management to ensure that they
were appropriate. The Committee also
considered a paper on this matter
presented by the external auditor.
Report of the Audit Committee continued
The most significant areas of judgement
considered by the Committee were
asfollows:
Revenue recognition
Dependent on the contract with the
customer and the nature of services
provided, the Group will either recognise
revenue on a booked basis where it
acts as an agent or a travelled basis
where it acts as principal. Where
the Group operates as an agent, a
provision for the estimated loss of
margin on future cancellations is also
recorded. This is subjective and involves
judgement. The Audit Committee has
considered management’s judgements
on the appropriateness of the revenue
recognition policy and considers the
approach and application of this policy
tobe appropriate.
Capitalised website
development costs
The Group incurs significant internal
costs in respect of the development of
the Group’s websites. The accounting
for these costs, as either development
costs, which are capitalised as intangible
assets (for enhancement of the website)
or expensed as incurred (in respect of
maintenance), involves judgement.
The Committee has reviewed
management’s application of the
accounting policy adopted and the
assessment of whether current projects
meet the criteria required for costs
to be capitalised and consider the
approach and application of this
policytobeappropriate.
Valuation of goodwill, intangibles
and investments
The estimated recoverable value of the
Group’s intangible assets is subjective
due to inherent uncertainty involved
in forecasting and discounting future
cashflows.
The principal uncertainty is the extent
to which these intangible assets will
continue to generate cash flows for
theGroup and whether this is sufficient
to support the asset value. This year,
management has specifically considered
whether the value of these assets has
been impaired as a result of the changes
toour B2B operations.
Management has also considered the
extent to which the carrying value of
investments in the Parent Company may
be impaired by reference to the current
market capitalisation of the Group.
The Committee has reviewed the
accounting and is satisfied with the key
assumptions used in the forecasts.
Discontinued operations
The Group reviewed the performance
of its B2B operations during the year
and identified necessary changes to
improve performance. Given there
weretwo operating segments in the
prior year relating to our B2B operations,
management have given consideration
to whether this meets the requirements
to be disclosed as discontinued
operations. There were also separately
identifiable intangible assets relating to the
discontinued operations which have been
assessed as to whether they should be
written off in the year.
On the Beach Group plc Annual Report and Accounts 2024
90
The Committee has considered
management’s judgements as well
as external advice, and considers
management’s approach to
bereasonable.
Fair, balanced and understandable
The Committee considered whether
the half year results and the Annual
Report and Accounts were fair, balanced
and understandable and whether the
information provided was sufficient for a
reader of the statements to understand
the Group’s position and performance,
business model, risks and strategy.
In arriving at its assessment, the
Committee has placed reliance upon:
• the process by which the
Annual Report was prepared,
including detailed planning and a
comprehensive review process;
• reports prepared by senior
management regarding critical
accounting judgements and
significant accounting policies;
• discussions with, and reports
prepared by, the external
auditors;and
• regular information received
throughout the year, including
monthly KPIs.
The Directors’ statement on a fair,
balanced and understandable Annual
Report and Accounts is set out on
page125 of this Report.
External audit
External auditor effectiveness
and appointment
The Committee oversees the Group’s
relationship with the external auditor and
reviews and makes recommendations
regarding their reappointment. As part of
this process the Committee considered
the effectiveness of EY as part of the
FY24 year end process. The Committee
took a number of factors into account
when considering the effectiveness of
the external audit including:
• the quality of the audit planning
covering the approach, scope and
levels of fees for the audit;
• delivery and execution of the agreed
external audit process for FY24;
• the extent of EY’s resources and
technical capability to deliver a
robust and timely audit, including
the experience, industry knowledge
and expertise of the EY audit
engagementteam;
• the quality of EY’s explanation
of and response to significant
risksidentified;
• the competence with which EY
handled and communicated the key
accounting and audit judgements;
• the communication and engagement
between management, EY and the
Committee; and
• the steps taken by EY to ensure their
objectivity and independence.
The Committee also meets with the
external auditor at least once each year
without management being present,
which provides additional opportunity
foropen dialogue and feedback.
The Committee has concluded that
overall, EY has carried out its audit for
FY24 effectively and efficiently and that
EY continues to provide constructive and
independent challenge to management
and consistently demonstrates a realistic
and commercial view of the business.
External auditor fess
During 2024, management agreed an
increase in the audit fees for the Group
and subsidiary companies to £475,000
(2023: £461,000). The increase reflects
a marginal increase due to inflation as
well as additional procedures required in
respect of the discontinued operations.
Non-audit services
The fees paid to EY in respect of non-
audit services during the year related
to the ATOL return and totalled £52k
representing 10% of the total audit fee
(2023: £49k, representing 10% of the total
audit fee). These non-audit services are
considered to be closely related to the
work performed by EY as auditor of the
Group and, therefore, the auditor is the
appropriate firm to carry out the services.
External auditor rotation
EY was appointed auditor to the Group in
March 2019 following a competitive audit
tender process. As anticipated, the lead
audit partner was required to rotate after
her fifth year, being the FY23 audit. A
smooth handover has taken place to our
new audit partner, and we are grateful to
EY for their management of this process.
The Committee recommended,
and the Board intends to propose,
the reappointment of EY as the
Company’sauditor for FY25. It believes
the independence and objectivity of the
external auditor and the effectiveness of
the audit process are safeguarded and
remain strong. It is expected that the
external audit will be put out to tender
atleast every ten years.
Internal audit
The Committee has again considered
the requirement for the setting up of
aninternal audit function. As part of this
review, as suggested by the Corporate
Governance Code Guidance, the
Committee considered whether there
were any significant trends or current
factors, both externally and internally,
which were felt to have increased the
risks faced by the Group. In addition
the Committee considered reports
received from management during
the year in respect of the internal
controlenvironment.
Having undertaken the review, the
Committee again determined that it
wasnot currently necessary to establish
aninternal audit function.
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
91
The Committee has considered
the requirements of 2024 UK
Corporate Governance Code and
in particular the requirements
for disclosure in respect of the
effectiveness of material controls.”
Elaine O’Donnell
Chair of the Audit Committee
Risk management and
internalcontrol
A description of the process for managing
risk together with a description of the
principal risks and strategies to manage
those risks is provided on pages54 to 58.
The Board is responsible for establishing,
maintaining and monitoring the Group’s
system of risk management and internal
control and reviewing its effectiveness.
TheCommittee monitors the performance
of management in this area.
We have an ongoing process for
identifying, evaluating and managing
the principal risks faced by the Group.
The Group’s risks are monitored by
the Audit Committee on behalf of the
Board,which sets aside time for an
in-depth discussion of notable or
changing risks to the business and
receives regular updates from the
ERCon riskdevelopments.
The Committee discussed the reduction
in the number of principal risks from
13to 11 and agreed with the removal
ofthe “recoverability of airline refunds”
and “acquisition and organic growth”
risks following the signing of the Ryanair
partnership agreement and thesettlement
of the refunds litigation.
In addition, the Audit Committee receives
detailed reports from the external auditor
in relation to the financial statements.
The Chair of the Audit Committee also
has regular interaction with the external
auditor and senior members of the
Group’s finance department in order to
monitor and assess the effectiveness of
the Group’s system of internal controls.
The Board, through the Audit Committee,
has reviewed the effectiveness of the
Group’s system of internal controls
in operation across the Group. This
review covered the material controls,
including financial, operational and
compliance, aswell as risk management
arrangements. No significant control
failings or weaknesses were identified
during the period under review.
The Committee has considered the
requirements of 2024 UK Corporate
Governance Code and in particular the
requirements for disclosure in respect
of the effectiveness of material controls.
The Committee is comfortable with the
progress made ahead of the statutory
deadlines in order to be able to comply
with the requirements of the Code.
Whistleblowing
The Group has a formal whistleblowing
policy in place, which provides details
of how employees can raise concerns
in relation to the Group’s activities or
the actions of any employee of the
Group on a confidential basis. This
policy is reviewed annually by the
Audit Committee. The Group provides a
whistleblowing telephone service run by
an independent organisation, allowing
employees who do not wish to use normal
internal line management channels, to
raise concerns on an entirely confidential
basis. During the year the Group has
provided additional training to employees
to reinforce the policy in place and to clarify
the available contactpoints. No reports
havebeenreceived.
Elaine O’Donnell
Chair of the Audit Committee
2 December 2024
Report of the Audit Committee continued
On the Beach Group plc Annual Report and Accounts 2024
92
On the Beach Group plc Annual Report and Accounts 2024
93
Financial StatementsOverview GovernanceStrategic Report
Our Remuneration Policy is designed to deliver
strong, sustainable long-term performance for
the benefit of customers, employees, investors,
communities and society.”
The Rt. Hon Justine Greening
Chair of the Remuneration Committee
Directors’ Remuneration report
As Chair of the Remuneration
Committee (the “Committee”),
I am delighted to present the
Company’s Remuneration report
for the year to 30 September 2024.
Contents
Letter from the Remuneration Committee Chair:
Summary of approach to remuneration, outcomes for
FY24 and implementation for FY25, including a Q&A
onkey topics on pages 94 to 97.
Our stakeholders, our strategy and the
linktoremuneration:
Summary of how remuneration at OTB supports our
strategy and key stakeholders on pages 98 to 99.
Remuneration Policy and implementation
forFY25:
Summary of Remuneration Policy and how it will be
implemented in FY25. Includes a summary of workforce
remuneration. See pages 100 to 105.
Other statutory remuneration disclosures:
Provides statutory remuneration disclosures not provided
elsewhere in this report on pages 106 to 113.
Letter from the Remuneration
Committee Chair
This sets out the Committee’s approach to Executive pay,
including the alignment of remuneration with our business
strategy and how it takes account of stakeholder expectations.
Strategic alignment
At the heart of our remuneration strategy lies a commitment to
recognising and rewarding the talent that drives our success
and delivers our growth strategy.
In shaping our remuneration strategy and associated
Remuneration Policy, we have actively engaged with our
investors, promoting open and transparent communication.
Ourstrategy places significant emphasis on continually
improving the customer experience, and we recognise that
highly-engaged and motivated employees are vital to driving
positive customer experiences. Our remuneration strategy is
therefore designed to align with this interconnected approach.
Senior bonuses continue to be principally tied to the delivery of
financial performance metrics which sit alongside metrics focused
on enhancing employee and customer satisfaction objectives.
The Committee’s view is that strong financial returns, driven
by delighted customers and happy employees, collectively
delivers the success of the Company year on year and
underpins its future growth prospects.
Our Remuneration Policy is designed to deliver strong, sustainable
long-term performance for the benefit of customers, employees,
investors, communities and society. In overseeing remuneration
outcomes, the Committee ensures that performance is assessed
holistically through its stakeholder lenses (see page 98).
Our primary focus is on attracting, retaining, and fairly rewarding
our dedicated workforce and leadership team. This commitment
is not just about internal stakeholders; it extends to contributing
positively to society and communities, fostering equity and
opportunities. During 2024 we formed a partnership with
a local school in Manchester to focus on encouraging and
developing talent from a range of socio-economic backgrounds
to consider pathways into tech and the travel sector. We hope
to develop this further in 2025. You can read more about this in
our “Here for people” section on pages 32 to 39.
On the Beach Group plc Annual Report and Accounts 2024
94
Performance and remuneration in 2024
Total remuneration outcomes for Executive Directors
Group performance was strong in FY24 with Profit Before Tax ('PBT') at 29.9m versus 23.0m for the prior financial year. Wider
travel sector dynamics on pricing have significantly fed into the remuneration outcomes for both the FY24 annual bonus and
FY22 LTIP, with an outcome of 22% of maximum for the annual bonus and a current estimate of 37.5% for the LTIP (subject to a
final assessment of the TSR elements at the end of the performance period in February 2025).
CFO Jon Wormald £’000CEO Shaun Morton £’000
£196
£95 £113
£319
£431
2023
2024
Total remuneration
£527
Total remuneration
£657
£12
£18
2023
2024
Total remuneration
£179
Total remuneration
£340
£40
£59
£70£67
£269
£2
£12
C
MO Zoe Harris £’000
Base salary
Benefits and pension
Annual bonus
LTIP
2023
2024
Total remuneration
£631
Total remuneration
£588
£201
£74
£96
£170
£11
£9
£323
£335
2024 incentive outcomes
2024 Annual Bonus
TTV (35%)
(25% of max)
£1,215m
Actual
£1,200m
Actual
7.3
(100% of max)
£1,485m
0% of maximum
PBT (35%)
£29.2m
Actual
£29.9m
£36m
11.5% of maximum
NPS (20%)
Actual
49
55
47
8.0% of maximum
Employee
engagement (10%)
8.1
2.5% of maximum
Total outcome 22% of maximum
2022 LTIP
Absolute
TSR (25%)
5%
Threshold
(25% of max)
Maximum
(100% of max)
15%
Relative
TSR (25%)
Median
(-16.6%)
Upper Quartile
(17.2%)
Group TTV
(25%)
£798.9m
£958.3m
Actual
£1,200m
Classic TTV
(12.5%)
£101.4m
£48.5m
Long Haul TTV
(12.5%)
12.5% of maximum
Total outcome 37.5% of maximum
0% of maximum*
0% of maximum*
25% of maximum
0% of maximum*
Actual
£69.4m
£133.7m
£72.5m£48.5m
Actual
£96.6m
* Final TSR outcome will be assessed at the end of the performance period in February 2025. Estimate is based on performance up to 30 September 2024.
Further detail on the exact targets and outcomes can be found on page 106, and an explanation as to the drivers of the outcome
can be found on page 97.
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On the Beach Group plc Annual Report and Accounts 2024
95
Directors’ Remuneration report continued
Letter from the Remuneration Committee Chair continued
Approach to performance
and reward for FY25
The Committee carefully reviewed the
need for Executive Director remuneration
to be considered in relation to
appropriate market pay benchmarking
but also against wider workforce pay
andbenefits.
Base salary: The Committee increased
the Executive Directors’ base salary
by 3% from 1 January 2025, which is
in line with the wider workforce base
payincrease.
Pension: The Executive Directors’
pension contributions are aligned with
thewider workforce (4% of eligible
earnings) which will increase to 5%
inJanuary 2025.
Annual bonus: The maximum bonus
opportunity remains unchanged at 100%
of salary. The Committee considered the
existing bonus metrics and weighting
in relation to the business strategy and
concluded they remain the strongest
approach to align remuneration with
the strategy to grow market share, in a
way that drives increased profitability,
whilst also recognising the importance
of customer satisfaction and employee
engagement in underpinning this
strategy. The Committee determined
that the wider travel sector pricing
fluctuation was part of the ongoing
business environment that management
has to navigate. The FY25 bonus will
therefore adopt the same structure
(metrics and weightings) as theFY24
awards. See the spotlight on page 99
forfurthercommentary.
The forward-looking targets are
deemed to be commercially sensitive
but full details will be disclosed on a
retrospective basis in next year’s Annual
Report and Accounts. The deferral of up
to 50% of any payout in shares for two
years remains unchanged.
FY25 LTIP: LTIP awards of 100% of
salary were granted to the Executive
Directors on 2 October 2024. In line
with the Directors’ Remuneration Policy,
awards will be vest subject to continued
employment and a performance
underpin(see spotlight on page 107).
Non-Executive Directors: Non-Executive
Director fees were disclosed in the
FY22 Directors’ Remuneration report
and remain unchanged. These will be
reviewed as part of the wider Directors’
Remuneration Policy review which the
Committee will be undertaking over
thecoming year.
Dilution and share
hedgingstrategy
During the year, the Committee reviewed
the dilution position as against limits
approved by shareholders, on a current
and look-forward basis. It recommended
to the Board a share hedging strategy
which included the use of an employee
benefit trust to make market purchases
of the Company’s shares which can
be used to satisfy share awards. On 3
October 2024, the Company announced
a market purchase programme under
which the EBT will make purchases of
the Company’s shares for a maximum
aggregate consideration of £5m. Those
shares have now been purchased by
the EBT and will be used to satisfy share
scheme exercises going forward.
Conclusion
The Committee remains committed
to ensuring that we are responsive
to developments in best practice on
remuneration, as well as a transparent
approach in respect of Executive pay in
thecontext of the widerworkforce.
Should you have any queries or
comments on this report, or more
generally in relation to remuneration,
then please do not hesitate to contact
mevia the CompanySecretary.
I hope that you find the information
in this report helpful and informative,
and Ilook forward to your continued
support at the Company’s 2025
AnnualGeneralMeeting.
The Rt. Hon Justine Greening
Chair of the Remuneration Committee
2 December 2024
On the Beach Group plc Annual Report and Accounts 2024
96
Q&A with the
Chair of the
Remuneration
Committee
Q
The bonus payout
for the year is low
despite strong
financialperformance.
Can you explain why?
A
Our bonus targets are
designed to reflect our
growth ambitions. Total
Transaction Value ('TTV') grew
by 15% year on year, though
external factors, particularly
market-wide price deflation,
negatively impacted TTV
performance, resulting in no
payout. Adjusted Profit Before
Tax ('PBT') was impressive at
£31.4m, but the Committee
had agreed to include
elements of discontinued
operations when setting the
targets, leading to a lower
payout based on a Group
adjusted PBT of £29.9m.
Customer satisfaction,
measured by Net Promoter
Score ('NPS'), remained strong
and contributed positively
within its 20% weighting.
The employee engagement
score, which accounts for
10% of the bonus, was below
target due to the necessary
significant organisational
changes we implemented
to build a strong foundation
for future growth. While TTV
was affected by external
factors, the Committee
chose not to exercise
discretion to adjust the
formulaic outcome, reflecting
our approach in previous
years and recognising that
The Rt. Hon Justine Greening
Chair of the Remuneration Committee
See page 38 in the “Here
for people” section for
moreinformation
inflation and deflation trends
are ongoing aspects of the
business environment in which
management must deliver
growth. We are confident that
the strategic initiatives in FY24
will position us well for success
inFY25 and beyond.
Q
2025 is a Policy review
year for OTB. What is the
Committee looking to
consider inthe upcoming
Policyreview?
A
The current policy was
approved in 2023 with the
main changes to the policy
focused on the LTIP, where
following extensive shareholder
engagement, the Committee
concluded that the most
appropriate approach was to
introduce a restricted share
plan, in part influenced by
the challenges at that time
in setting meaningful three-
year performance targets as a
result of the macro-economic
environment and the nature
of the travel sector. Over the
course of the coming year,
the Committee will review the
policy in its totality, including
thebalance of fixed and variable
remuneration, to ensure it
remains effective in incentivising
and retaining our talent in
order to deliver our business
growthstrategy.
Q
In last year’s report,
you stated that
you were asking
employees to
voluntarily share
socio-economic
background data.
What actions have
you taken as part
ofthis exercise?
A
We first collected socio-
economic background
data from our workforce in
October 2023 as part of our
annual engagement survey.
We’ll collect a second set of
data in our survey in October
2024. Doing so, we have
gathered industry insights
from other organisations who
are leading the way in this
field. We want to make sure
that On the Beach is open
to talent for all backgrounds
and that it can thrive in the
business. These insights,
our data gathering and the
practical work we are doing
to find talent upstream with
a local school in Manchester
will drive the nextstage of
our action planning to break
down barriers toopportunity.
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On the Beach Group plc Annual Report and Accounts 2024
97
The Committee has designed remuneration with our stakeholders in mind as set out in the table below.
Stakeholder Link to remuneration
Employees • Our ability to deliver on our strategy is dependent on being able to attract, retain, incentivise and reward
our employees. We do this via the following tools:
– Basic salary
– Benefits
– Bonus (for more senior staff)
– LTIP (for more senior staff)
• Employee satisfaction makes up 10% of bonus targets.
Investors • We’ve actively engaged with our investors to understand what was important to them on remuneration.
• We know financial performance is important to investors. 70% of the annual bonus is based on financial
metrics (35% PBT, 35% Group TTV).
• Employee (HIVE 10%) and customer (NPS 20%) metrics within the bonus ensure long-term sustainable
success and returns for investors through a focus on these two key drivers of business strategy.
• The current LTIP put forward at the 2023 AGM (100% of salary with no performance conditions
(previously 200% with conditions)) aligns management with investors by providing a clear line of sight
to tangible rewards, fostering a more engaged management team focused on delivering financial and
strategic performance that drives long-term shareholder value.
• Alignment of Executive Directors with investors is also achieved via:
– deferral of 50% of bonus into shares for two years;
– two-year post-vesting holding period for LTIPs; and
– Committee assessment of appropriateness of award in the round (see page 107).
Customers As a customer-centric business, customer satisfaction is built into our Remuneration Policy via the NPS
element in bonus (20%). Indirectly, customer satisfaction is also built via employee satisfaction (happy
employee = happy customer).
Communities & Society People strategy is not only designed to support our current cohort of employees but to cultivate a diverse
pipeline of talent. Our outreach activities are designed to support DEI (including social mobility) in our
communities more widely than just within OTB.
Regulators & Government We need to report openly and transparently to the Government and Regulators to ensure we comply with
our obligations but also to support the policy aims of Government and Regulators more generally. We will
disclose our Gender Pay Gap report in December 2024, ahead of mandatory disclosure in April 2025.
We will also consider other voluntary disclosures in relation to ethnicity pay gap reporting.
Directors’ Remuneration report continued
Our stakeholders, our strategy and
the link to remuneration
On the Beach Group plc Annual Report and Accounts 2024
98
Spotlight on link between business growth
strategy and performance targets
The annual bonus consists of the following metrics
andweighting:
• Total Transaction Value ('TTV') (35%)
• Adjusted Profit Before Tax ('PBT') (35%)
• Net Promoter Score ('NPS') (20%)
• Employee Engagement (10%)
As the Group’s strategy continues to evolve, the
Remuneration Committee has carefully reviewed the
existing metrics and determined that they remain fit
for purpose and aligned with the strategic focus for
FY25. The growth strategy focuses on expanding the
addressable market, increasing market share, and
enhancing margins.
The remuneration strategy reflects this focus, with
TTV and PBT as the primary financial metrics driving
incentives. The Committee believes it is appropriate
for these financial metrics to continue to represent
the largest portion of the annual bonus. Additionally,
the commitment to a tech-enabled, high customer
satisfaction experience is captured in the employee
engagement and NPS metrics, which are vital for
achieving growth and maintaining customer loyalty.
Takentogether the Committee believes they provide
the right balance of financial and non-financial metrics
to both support the deliver of business strategy and
incentivise and reward performance.
The Committee also assessed the continued relevance
of TTV, acknowledging its vulnerability to external
factors, as seen in FY24. However, revenue growth
remains a strategically significant part of the business
growth strategy and will therefore be retained in the
bonus structure for FY25. A comprehensive review of
the bonusstructure and metrics will take place as part
ofthewider Policy review during FY25.
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99
The Directors’ Remuneration Policy
(the ‘Policy’) was approved at the AGM
on 27January 2023. A summary of
the Policy is set out below and the full
version is included in the Annual Report
and Accounts for the financial year ended
30 September 2023, available under
the “Reports and presentations” page
of the Investors section of our website
www.onthebeachgroupplc.com/investor-
centre/reports-and-presentations.
Workforce remuneration
We have also included a summary of our
approach to pay and reward across the
whole business on pages 104 to 105.
Our Remuneration Policy is based on five key principles:
Directors’ Remuneration report continued
1
Shareholder alignment
Ensure a strong link between reward and individual and Company
performance to align the interests of Executive Directors, senior
management and employees with those of shareholders.
2
Competitive remuneration
Maintain a competitive package against businesses of a comparable
size and nature in order to attract, retain and motivate high-calibre
talent to help ensure the Company’s continued growth and success.
3
Strategic alignment
Provide a package with an appropriate balance between short
and longer-term performance targets linked to the delivery of
theCompany’s business plan.
4
Performance-focused compensation
Encourage and support a high performance culture.
5
Setting appropriate performance conditions
In line with the agreed risk profile of the business.
Remuneration Policy and implementation for FY25
Year 1 Year 2 Year 3 Year 4 Year5
Fixed pay
Annual bonus
Max: 100% of salary
LTIP
Max: 100% of salary
Shareholding
requirement
200% of salary
Salary, benefits
& pension
50% in cash
50% in shares
Two-year deferral period
(no further performance conditions)
Three-year vesting period (subject to continued
employment and performance underpin)
Two-year post-vesting
holding period
Minimum shareholding requirement
Implementing our principles
On the Beach Group plc Annual Report and Accounts 2024
100
Executive Directors: Fixed pay
Policy element Purpose, operation and opportunity levels Implementation in FY25
Base salary To provide a base level of remuneration to support recruitment and
retention of Executive Directors with the necessary experience and
expertise to deliver the Company’s strategy.
Salaries are reviewed annually and any changes are normally
effective from 1 January in the financial year.
When determining an appropriate level of salary, the Remuneration
Committee considers:
• remuneration practices within the Company;
• the performance of the individual Executive Director;
• the individual Executive Director’s experience and responsibilities;
• the general performance of the Company;
• salaries within the ranges paid by the companies in the comparator
group used for remuneration benchmarking; and
• the economic environment.
Maximum opportunity: No maximum limit. Base salaries will be set at
an appropriate level within a comparator group of listed companies
of comparable size and will normally increase in line with increases
made to the wider employee workforce.
Salary increases of 3% will be awarded
to Shaun Morton, Jon Wormald and Zoe
Harris (in line with the wider workforce),
effective 1January 2025. The resulting
salaries willbe:
• Shaun Morton: £446,505
• Jon Wormald: £278,409
• Zoe Harris: £346,698
Benefits To provide a competitive level of benefits.
The Executive Directors receive benefits, which include family
private health cover. The Committee recognises the need to maintain
suitable flexibility in the determination of benefits that ensure it
is able to support the objective of attracting and retaining talent.
Accordingly, the Committee expects to be able to adopt benefits
suchas relocation expenses, car allowance benefit, death in service
life assurance, travel expenses (including tax if any), tax equalisation
and support inmeeting specific costs incurred by Directors.
Maximum opportunity: The maximum will be set at the cost of
providing the benefits described.
No changes
Pension To provide market competitive retirement benefits.
The Committee maintains the ability to provide pension funding in
the form of a salary supplement, which would not form part of the
salary for the purposes of determining the extent of participation in
the Company’s incentive arrangements.
Maximum opportunity: Aligned with the wider workforce.
Pension contribution will rise from 4% to
5% in January 2025 in line with wider
workforce. See Q&A on page 105 for
further information.
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On the Beach Group plc Annual Report and Accounts 2024
101
Executive Directors: Variable pay
Policy element Purpose, operation and opportunity levels Implementation in FY25
Annual bonus To provide a significant incentive to the Executive Directors linked
to achievement in delivering goals that are closely aligned with the
Company’s strategy and the creation of value for shareholders.
Annual bonuses are paid part in cash and part in shares. Up to 50%
ofany award will be deferred into shares for two years.
Malus will apply up to the date of the bonus determination
and clawback will apply for three years from the date of
bonusdetermination.
Performance is measured over the financial year based on a
scorecard of financial and non-financial performance targets,
whichare aligned to the business strategy. At least half of the
bonuswill be based on financial performance.
Maximum opportunity: 100% of salary.
FY25 opportunity: 100% of salary
• Total Transaction Value – 35%
• Profit Before Tax – 35%
• Net Promoter Score – 20%
• Employee Engagement – 10%
The Committee considers the forward-
looking targets to be commercially
sensitive but full disclosure of the
targets and performance outcome
will be set out in next year’s
Directors’Remunerationreport.
LTIP To incentivise the Executive Directors to maximise total
shareholderreturns.
Awards are granted annually to Executive Directors in the form of
nil-cost options. These will vest at the end of a three-year period
subject to the Executive Director’s continued employment at the date
of vesting. Awards will not be subject to any formulaic performance
conditions but are subject to an overall performance underpin.
The Committee may award dividend equivalents on awards to the
extent that these vest.
A further two-year holding period post vesting will apply.
Malus will apply for the three-year period from grant to vesting with
clawback applying for the two-year period post vesting.
Maximum opportunity: 100% of salary.
FY25 opportunity: 100% of salary
No formulaic performance conditions
– awards vest subject to continued
employment only and performance
underpin (see spotlight on page 107
forfurther information).
Executive Directors: Shareholding requirement
Policy element Purpose, operation and opportunity levels Implementation in FY25
Shareholding
requirement
To support long-term commitment to the Company and
the alignment of Executive Director interests with those
ofshareholders.
Executive Directors must reach a shareholding equal to 200% of
salary over a five-year period from appointment to the Board.
Executive Directors must retain a shareholding on cessation of
employment for two years equal to the lower of 200% of salary
andthe actual shareholding on cessation. Shares bought by
ExecutiveDirectors and shares granted prior to the 2022 AGM
arenotsubject to this holding requirement.
No changes
Directors’ Remuneration report continued
Remuneration Policy and implementation for FY25 continued
On the Beach Group plc Annual Report and Accounts 2024
102
Non-Executive Directors
Policy element Purpose, operation and opportunity levels Implementation in FY25
Fees Provides a level of fees to support recruitment and retention of
Non-Executive Directors with the necessary experience to advise
and assist with establishing and monitoring the Company’s
strategic objectives.
The Board is responsible for setting the remuneration of the Non-
Executive Directors, other than the Chairman, whose remuneration
is considered by the Remuneration Committee and recommended
tothe Board.
Non-Executive Directors are paid a base fee and may be paid
additional fees for acting as chair of committees. The Chair of the
Company does not receive any additional fees for membership
ofcommittees.
Fees are typically reviewed every three years based on equivalent
roles in an appropriate comparator group used to review salaries
paid to the Executive Directors. Fees may be reviewed more
regularly than this in exceptional circumstances, such as a significant
increase in the size or complexity of the business. The fee structure
was updatedduring 2022 and will next be reviewed in 2025.
Non-Executive Directors do not participate in any variable remuneration
or benefits arrangements. The Company will pay reasonable expenses
incurred by the Chairman and Non-Executive Directors.
No changes
Chairman – £178,800
Base fee – £53,300
Additional fees paid for:
Senior Independent Director – £6,000
Chair of Audit Committee – £9,000
Chair of Remuneration Committee – £9,000
No additional fee is paid to the Chairman
as Chair of the Nomination Committee.
Financial StatementsOverview GovernanceStrategic Report
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103
Directors’ Remuneration report continued
Remuneration Policy and implementation for FY25 continued
Workforce remuneration
Our reward structure is designed to ensure we can attract, retain and incentivise our talent to enable us to deliver on our business
strategy. It is important to us that we offer a reward package that our employees value and is fair, transparent, competitive, and
drives high performance.
Eligibility: All employees
Remuneration element Details Implementation at OtB
Salary We regularly assess salaries against local
markets to ensure that we are able to attract
andretain toptalent.
• Annual pay reviews take place in January for
allemployees.
• The Group is proud that it continues to be a Real
Living Wage employer, voluntarily paying its lowest-
paid employees a salary in excess of the National
MinimumWage.
Pension To support employees in saving for the future,
they’re enrolled into the Group pension scheme
within three months of their start date.
• All On the Beach employees receive a 4% Group
pension contribution. We regularly review pension
provisions as part of our benefits review and in
January 2025 we’ll be implementing an increased
employer pension contribution of 5%. See Q&A on
page 105 for more information.
Benefits All employees are able to access benefits from
day one of their employment.
• We aim to offer a benefits programme that has
something for everyone, rather than one size fits all.
• This year we’ve introduced a range of new and
enhanced family-friendly policies, carers’ leave and
the option for employees to request to buy extra
annual leave.
• You can read more about these in our Here for
People section on page 32.
• We regularly review our benefits offering to ensure
that it is relevant and competitive, and using internal
feedback and data insights, alongside industry best
practices, we continue to review and evolve our
benefitspackage.
Share Incentive
Plan('SIP')
After six months’ employment, employees are
invited to join our SIP, this is an exciting benefit
that enables eligible employees to buy shares
in On the Beach, aligning the interests of
employees with those ofour shareholders.
Our SIP gives employees the opportunity to
become a shareholder in On the Beach via
monthly contributions of £5 to £150.
Available to all employees with over six months’service.
On the Beach Group plc Annual Report and Accounts 2024
104
Eligibility: All employees
Remuneration element
Details Implementation at OTB
Annual bonus Our senior leadership team participates in a
bonus plan which is based on performance
against four business and financial metrics
whichunderpin our business strategy.
The plan is designed to reward collective
contribution towards the delivery of our strategy.
As per Directors’ Remuneration Policy except there is
no deferral into shares for senior leaders.
Long-Term Incentive
Plan ('LTIP')
The LTIP scheme is designed to retain and
reward our senior leaders.
As per Directors’ Remuneration Policy except there is
no holding period applicable to the awards.
We continually review all elements of our workforce remuneration. For the second year, we’ve also collected insight from
employees around social mobility. This data will help us to understand what socio-economic diversity looks like at On the Beach
and will help us to understand if other obstacles may be in play alongside diversity and gender when it comes to attraction,
development and progression. We’ll continue to use this to help inform and shape our long-term thinking and action plans.
Q
Can you tell us about your decision
to increase employer pension
contributions for the second
yearrunning?
A
When it comes to supporting our people we also
think about how we can support them in the longer
term, and the decision to increase employer pension
contributions is part of this plan. We want to help
people with their long-term financial security and
this further increase from 4% last year to 5% this year
shows we’re committed to making positive changes
where we can.
Q
How do you shape your
benefits offer?
A
When it comes to benefits, we know that we can’t
have a “one size fits all” approach and it’s really
important to us that our people find value in at
least one of the benefits that we offer. We always
have an eye on the options available to support
our people with their wellbeing and we listen to
employee feedback and work with our Employee
Voice Wellbeing Forum to help shape our thinking
and action plans around this.
Q&A with
Jennie Cronin,
Chief People
Officer
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
105
Single total figure of remuneration (audited)
The table below sets out the single total figure of remuneration and breakdown for each Executive and Non-Executive Director in
respect of the 2024 financial year. Comparative figures for the 2023 financial year have also been provided.
£’000
Base
salary/
fees Benefits³ Pension
Total
Fixed
Pay Bonus
4
LTIP
7
Total
Variable
Pay Total
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Executive
Directors
1
Shaun Morton 431 319 2 2 16 10 449 331 95 196 113 – 208 196 657 527
Jon Wormald 269 67 2 – 10 2 281 69 59 40 – 70
5
59 110 340 179
Zoe Harris 335 323 1 1 8 10 344 334 74 201 170
6
96
6
244 297 588 631
Non-Executive
Directors²
Simon Cooper 53 13 – – – – 53 13 – – 20 – 20 – 73 13
Richard Pennycook 179 174 – – – – 179 174 – – – – – – 179 174
David Kelly 53 57 – – – – 53 57 – – – – – – 53 57
Elaine O’Donnell 68 65 – – – – 68 65 – – – – – – 68 65
Justine Greening 62 58 – – – – 62 58 – – – – – – 62 58
Veronica Sharma 53 4 – – – – 53 4 – – – – – – 53 4
1. Simon Cooper stepped down as CEO on 30 June 2023 and transitioned to a Non-Executive Founder Director role and Shaun Morton was appointed as CEO from
this date. This is reflected in the FY23 figures above.
2. With effect from 27 January 2023, David Kelly stepped down from his role as Chair of the Remuneration Committee and Senior Independent Director, and Justine
Greening and Elaine O’Donnell appointed to these roles respectively. Veronica Sharma was appointed to the Board on 1 September 2023.
3. Taxable benefits received were family medical insurance.
4. The value of Shaun Morton’s bonus for FY23 was calculated based on his CFO salary from 1 October 2022 to 29 June 2023 and his CEO salary from 30 June 2023
to 30 September 2023. The FY23 bonus for Jon Wormald was prorated from his start date on 30 June to 30 September 2023. The bonus for Simon Cooper is the
prorata bonus payable from 1 October 2022 to the last date of his employment on 30 June 2023. The bonus for Zoe Harris is the bonus payable from the date of her
appointment to Board on 14 October 2023 to 30 September 2023.
5. Jon Wormald was granted a buyout award following his appointment to CFO of an equivalent value to awards forfeited from his previous employer.
6. The value of Zoe Harris’ LTIP includes an award that was granted prior to her appointment to the Board. Her FY22 EXEC RSA award vested in two tranches; 50% on
31 December 2022 (included above for 2023) and the remaining 50% vested on 31 December 2023 (included above for 2024). The award was subject to continued
employment (no performance conditions).
7. The value of the LTIP for 2024 for each of Shaun Morton, Zoe Harris and Simon Cooper relates to the 2022 award (and in the case of Zoe Harris, includes the value
of her FY22 EXEC RSA - see above). These values have been calculated based on the current expected vesting outcome of 37.5% of the maximum and using
a share price of 139.6 pence, being the share price for the final day of the 2024 financial year, since the awards will not vest until February 2025 and part of the
awards remain subject to an ongoing TSR metric. This is equivalent to 80,610 nil-cost options in the case of Shaun Morton, 44,292 nil-cost options in the case of
Zoe Harris, and 31,628 nil-cost options in the case of Simon Cooper. The value of the FY22 LTIP award included above is therefore £112,532 in the case of Shaun
Morton, £61,832 in the case of Zoe Harris, and £44,153 in the case of Simon Cooper. Further details of these awards are set out on page 107, and final values will be
included in the 2025 Directors’ Remuneration Report.
Bonus awards (audited)
2024 annual bonus awards and performance targets
For the year ended 30 September 2024, the maximum bonus opportunity for Executive Directors was equal to 100% of salary.
Thetable below sets out the targets and performance and ultimate payout level.
Performance metric
Performance level Actual bonus paid
Weighting
Threshold
(25%)
Target
(62.5%)
Maximum
(100%) Actual
% of
maximum % of salary
Group booked TTV (£m) 35% 1,215 1,350 1,485 1,200 0% 0%
Group adjusted PBT (£m)* 35% 29.2 32.6 36 29.9 33% 11.5%
Net Promoter Score 20% 47 52 55 49 40% 8.0%
Employee Engagement Score 10% 7.3 7.7 8.1 7. 3 25% 2.5%
Total 100% 22.0%
* The annual bonus outcome for 2024 has been determined using a Group adjusted PBT of £29.9m, which includes adjustments to the audited Group adjusted PBT
of £31.0m in respect of elements of discontinued operations.
Directors’ Remuneration report continued
Other statutory remuneration disclosures
On the Beach Group plc Annual Report and Accounts 2024
106
In accordance with the Policy, 50% of the bonus will be deferred in shares, vesting after two years subject to continued
employment. No discretion was applied in determining the annual bonus outcome.
Vesting of FY22 LTIP award (audited)
Shaun Morton, Simon Cooper (when he was an Executive Director) and (prior to her appointment to the Board) Zoe Harris
were granted LTIP awards on 25 February 2022. The awards were based on Absolute TSR (25% weighting), Relative TSR
(25%weighting), Group TTV (25% weighting), Long Haul TTV (12.5% weighting) and Classic TTV (12.5% weighting).
The Group TTV and Long Haul TTV targets exceeded the maximum performance level at £1,200m and £94m respectively and so
these elements will vest in full. However, the threshold Classic TTV target was not met and accordingly this element will lapse.
Performance against the TSR element will be assessed after the TSR performance period which ends in February 2025, but
isestimated to lapse in full based on performance up to 30 September 2024. Further details are set out on page 95.
LTIP awards granted in FY24 (audited)
The table below sets out the details of the LTIP awards granted in the 2024 financial year in the form of nil-cost options.
Director LTIP
Value of
award
Number of
shares awarded
Exercise
Price (£)
Shaun Morton 100% of salary £425,000 409,441 Nil
Jon Wormald 100% of salary £265,000 255,298 Nil
Zoe Harris 100% of salary £330,000 317,919 Nil
The awards were granted on 3 October 2023. The number of shares awarded was calculated using the closing share price on
2October 2023, which was 103.8p.
The awards will vest subject to continued employment and a discretionary performance underpin assessed by the Committee
prior to vesting. There is no threshold vesting level for the award.
Spotlight on approach to LTIP underpin and discretion
In accordance with the Directors’ Remuneration Policy approved at the AGM in 2023, LTIP awards are time-based and vest
subject to continued employment, though with a discretionary underpin.
Under the Policy, the default approach is that awards vest in full (subject to continued employment) – this is because the
opportunity level of the LTIP represents a 50% discount to the previous performance-based LTIP to reflect that there are
noformal performance conditions.
However, the awards are also subject to an underpin. The Committee will not set predetermined performance thresholds to
consider when assessing the underpin, but will consider Company and individual performance over the three-year vesting
period. This provides the Committee with the ability to take a comprehensive view of the Company’s performance to ensure
that the vesting level is appropriate and that there is no “reward for failure” and to consider the treatment of windfall gains.
The factors the Committee may consider when assessing the underpin include (but are not limited to):
• financial performance outcomes;
• share price performance since grant;
• major strategic or investment decisions and the returns on that investment; and
• environmental, social and governance performance insofar as it is relevant to strategy.
The Committee will disclose its assessment in the relevant Directors’ Remuneration report
following the vesting of the award.
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
107
Payments to past Directors
There were no payments made to past Directors during FY24.
Comparison of overall performance and pay (TSR graph)
The graph below shows the value of £100 invested in the Company’s shares since listing compared to both the FTSE 250 and
FTSE Small Cap indices. These indices were chosen as they each reflect an index to which the Group has been a constituent
since the IPO in 2015. The graph shows the Total Shareholder Return generated by both the movement in share value and the
reinvestment over the same period of dividend income. This graph has been calculated in accordance with the Regulations.
Itshould be noted that the Company listed on 28 September 2015 and, therefore, only has a listed share price for the period
from28 September 2015 to 30 September 2024.
Total shareholder return (assuming £100 investment at IPO)
0
30 Sept
2015
30 Sept
2017
30 Sept
2019
30 Sept
2021
30 Sept
2023
30 Sept
2016
30 Sept
2018
30 Sept
2020
30 Sept
2022
30 Sept
2024
50
300
250
200
150
100
FTSE SMC FTSE 250 OTB
Chief Executive Officer historical remuneration
The table below sets out the total remuneration delivered to the Chief Executive Officer since the IPO in 2015:
Chief Executive Officer
1
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Total Single Figure (£000s) 131 239 201 316 305 89 210 392 527 657
Annual bonus payment level achieved
(% of maximum opportunity) – 27.8% – – – – – 79.7% 61.1% 22.0%
LTIP vesting level achieved (% of
maximum opportunity) N/A N/A N/A 30% 22.9% – – – – 37.5%
1. Figures for 2015-2022 reflect Simon Cooper’s remuneration, while figures for 2024 reflect Shaun Morton’s remuneration. The 2023 figure is combined, as Simon
Cooper stepped down as CEO on 30 June 2023, transitioning to a Non-Executive Founder Director role, and Shaun Morton being appointed CEO from that date.
It should be noted that the Company only introduced the LTIP on admission to the London Stock Exchange, with the first grant
made in May 2016.
Directors’ Remuneration report continued
Other statutory remuneration disclosures continued
On the Beach Group plc Annual Report and Accounts 2024
108
Change in Directors’ remuneration compared with employees
The following table sets out the percentage change in the salary/fees, benefits and bonus for each Director from FY22 to FY24
compared with the average percentage change for employees.
FY22 FY23 FY24
Salary/fees Benefits Bonus Salary/fees Benefits Bonus Salary/fees Benefits Bonus
Executive Directors
Shaun Morton
1
10% – 100% 19% – 2% 35% – (52%)
Jon Wormald
2
n/a n/a n/a n/a n/a n/a n/a n/a n/a
Zoe Harris
2
n/a n/a n/a n/a n/a n/a n/a n/a n/a
Non-Executive Directors
Simon Cooper
1
4% – 100% (17%) – (33%) n/a n/a n/a
Richard Pennycook – – – 8% – – 3% – –
David Kelly – – – (10%) – – (7%) – –
Elaine O’Donnell – – – 14% – – 5% – –
Justine Greening
3
– 21% – – 7% – –
Veronica Sharma
2
n/a n/a n/a n/a n/a n/a n/a n/a n/a
Wider workforce
Average employee – Group wide
4
6% – 100% 6% – 98% 6% – 91%
1. Simon Cooper stepped down as CEO on 30 June 2023 and transitioned to a Non-Executive Founder Director role and Shaun Morton was appointed as CEO from
this date. This is reflected in the FY23 figures above.
2. Jon Wormald, Zoe Harris and Veronica Sharma were appointed to the Board during FY23 and therefore there is no % change.
3. Justine Greening was appointed to the Board during FY21 and therefore there was no % change prior to FY22.
4. Average employee percentage change is based on earnings of full time employees that were employed throughout the current and comparison period.
CEO pay ratio
In accordance with the Companies (Miscellaneous Reporting) Regulations 2018, we have set out below the ratio of CEO pay
(based on single total figure of remuneration) to that of UK employees for FY20 to FY24. The calculation has been performed in
line with “Option A" and is based on the total single figure of remuneration methodology.
Year Methodology 25th percentile pay ratio Median pay ratio 75th percentile pay ratio
2023/24 Option A 27:1 22:1 11:1
2022/23 Option A 22:1 17:1 10:1
2021/22 Option A 18:1 10:1 7:1
2020/21 Option A 11:1 8:1 4:1
2019/20 Option A 5:1 3:1 2:1
We used “Option A" as we believe this is the most statistically robust method and is in line with the general preference of institutional
shareholders. All figures are calculated using pay and benefits data for the financial year to 30 September 2024 for individuals
employed as at the financial year end. The pay ratio has been calculated using the actual pay and benefits received in FY24.
Noelements of pay were omitted. Full-time equivalent figures were determined by up-rating relevant pay elements based on the
average proportion of full-time hours the employee worked during the year and (for joiners during the year) the proportion of the
year they were employed. Employees who left during the year were not included in the calculation.
The table below sets out the salary, and total pay and benefits, for each of the three quartile employees (P25, P50 and P75) for FY24.
25th percentile (P25) Median (P50) 75th percentile (P75)
Salary £23,400 £28,974 £58,000
Total pay and benefits £23,939 £30,051 £59,687
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
109
CEO pay ratio continued
The pay ratios have increased for FY24 due to the increase in the CEO remuneration package upon Shaun’s appointment to the
role in June FY23. FY24 includes the full year impact of this change.
The Committee believes that the median ratio is consistent with the pay, reward and progression policies for the Group’s
employees. Base salaries of all employees, including our Executive Directors, are set with reference to a range of factors
including market practice, experience and performance in role. In reviewing the ratios the Committee also noted that the
CEO’sremuneration package is weighted more heavily towards variable pay (including the bonus and LTIP) than the wider
workforce due to the nature of the role, and this means the ratio is likely to fluctuate depending on the performance of the
business and associated outcomes of incentive plans in each year.
Relative importance of the spend on pay
The table below sets out the relative importance of spend on pay in the 2023 and 2024 financial years compared with other
disbursements. All figures provided are taken from the relevant Company accounts.
Director
Disbursements from profit in
2023 financial year
(£’m)
Disbursements from profit in
2024 financial year
(£’m) % change
Profit distributed by way of dividend – 1.5 N/A
Overall spend on pay including Executive Directors 35.9 30.2 (16%)
Statement of Directors’ shareholdings and share interests (audited)
Director
Share plan awards
subject to performance
conditions
2
Share plan awards
subject to continued
employment
3
Share plan
interests vested
but unexercised
Shares held
outright
1
Executive Directors
Shaun Morton 214,961 908,008 0 133,089
Jon Wormald 0 455,817 73,274 7,406
Zoe Harris 118,111 771,830 167, 347 43,258
Non-Executive Directors
Simon Cooper (former Executive Director) 37,709 15,967 50,298 12,521,226
Richard Pennycook 0 0 0 48,267
David Kelly 0 0 0 10,258
Elaine O’Donnell 0 0 0 11,447
Justine Greening 0 0 0 3,636
Veronica Sharma 0 0 0 0
1. This information includes holdings of any connected persons.
2. These figures include the FY22 LTIP awards which are not due to vest until February 2025. The performance period for the Group TTV, Long Haul TTV and Classic
TTV metrics ended 30 September 2024 with a vesting outcome of 37.5% out of a maximum 50%. The performance period for the TSR metrics ,which apply to the
remaining 50%, will end on 25 February 2025, and although the outcome for these is expected to be nil, these elements of the award will not formally lapse until the
end of the performance period.
3. These figures include the FY25 LTIP awards which were granted on 2 October 2024 and will vest on 2 October 2027 subject to continued employment.
Between 30 September 2024 and the date of this report, there were no changes in the Directors’ shareholdings or share interests
as shown above.
Directors’ Remuneration report continued
Other statutory remuneration disclosures continued
On the Beach Group plc Annual Report and Accounts 2024
110
The table below sets out the current shareholding and includes the shareholding requirement for the Executive Directors:
Shares held for purpose of shareholding requirement
1
Director
Shareholding
requirement Number of shares % of salary
2
Shareholding
requirement met?
3
Shaun Morton 200% of salary 614,333 197.8 No
Jon Wormald 200% of salary 287,824 148.7 No
Zoe Harris 200% of salary 541,022 224.4 Yes
1. Shares included for the purposes of measuring the shareholding requirement include shares owned outright (including those by connected persons), vested but
unexercised share options and unvested shares subject to continued employment only (on a net of tax basis), including those granted on 2 October 2025.
2. The share price of 139.60p as at 30 September 2024 has been taken for the purpose of calculating the current shareholding as a percentage of salary.
3. Shaun Morton and Zoe Harris were appointed to the Board on 17 July 2020 and 14 October 2022, respectively, while Jon Wormald joined the Company on 30 June
2023. They each have five years from these dates to build up their shareholding requirements.
There were no share options exercised by Executive Directors during the year.
Shareholder voting at Annual General Meeting
The following table shows the results of the advisory vote on the 2024 Directors’ Remuneration report (at the 2024 AGM) and the
binding vote on the Directors’ Remuneration Policy at the 2023 AGM:
Resolution For Against Withheld
Ordinary resolution to approve the Directors’ Remuneration Policy
(2023 AGM)
96,639,341
(79.34%)
25,159,239
(20.66%)
787,639
Ordinary resolution to approve the Directors’ Remuneration report
(2024 AGM)
100,721,123
(92.78%)
7,840,165
(7.22%)
2,588,441
The Committee recognises that just over 20% of shareholders voted against the new Policy at the 2023 AGM. Whilst this means that
the vast majority of our shareholders supported the Policy, the Committee engaged with shareholders again after the AGM to further
understand their views. In anticipation of the Policy renewal at the 2026 AGM, we will be further engaging with shareholders over the
year ahead to continue gathering their feedback.
Composition and terms of reference of the Remuneration Committee
The Board has delegated to the Remuneration Committee, under agreed terms of reference, responsibility for the Remuneration
Policy and for determining specific packages for the Chairman, Executive Directors and such other senior employees of the Group
as the Board may determine from time to time. The terms of reference for the Remuneration Committee are in line with the Code
and are available on the Company’s website, www.onthebeachgroupplc.com.
All members of the Remuneration Committee are independent Non-Executive Directors. David Kelly stepped down from the
Committee on 27 September 2024 as he became non-independent on 28 September 2024. I would like to thank David for his
nine years of service to this Committee, including seven years as Chair. The Remuneration Committee receives assistance from
the CEO, CFO, Chief People Officer and Company Secretary, who attend meetings by invitation, except when issues relating
to their own remuneration are being discussed. The Remuneration Committee met three times during FY24 and member
attendanceis set out below:
Member from Meetings attended
Elaine O’Donnell July 2018 3/3
Richard Pennycook April 2019 3/3
Justine Greening (Chair from 27 Jan 23) March 2021 3/3
Veronica Sharma September 2023 3/3
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
111
Alignment to Provision 40
Provision 40 of the UK Corporate Governance Code sets out a number of factors that remuneration committees should have
regard to when determining executive remuneration. The table below sets out how the Committee has addressed these.
Provision 40 factor How OTB addresses this
Clarity • The remuneration arrangements for the Executive Directors are set out in a clear and simple way in
the Directors’ Remuneration Policy (“Policy”) and in the plan rules for each incentive plan. Guides are
accessible to participants to explain how each incentive plan operates to ensure full understanding.
• The People team ensures that remuneration matters are clearly signposted and communicated via all-
employee and manager forums and provide training for managers on how to have clear conversations
on remuneration outcomes.
Simplicity • The Group’s remuneration arrangements are intentionally simple and well understood. Executive Directors
(and senior leadership) receive fixed pay (salary, benefits, pension), and participate in a single short-
term incentive and a single long-term incentive (the “LTIP”).
• The Committee reviews the appropriateness of targets annually, being mindful of alignment
withstrategy.
Predictability • At the time of approving the Policy full information on the potential values of the annual bonus and
LTIP are provided, with strict maximum opportunities and minimum, target and maximum performance
scenarios. An indication of the potential impact of a 50% share price appreciation on the value of LTIP
awards is also included.
• The FY24 annual bonus and LTIP award opportunities were in line with the maximum opportunity in the
Policy. LTIP awards are made at the beginning of the financial year.
Risk • The ability to mitigate potential risks is within the Policy. Examples include:
– the Committee’s discretionary powers to amend the formulaic outcome from incentive awards
(forexample, where not consistent with performance);
– the inclusion of malus and clawback provisions under a wide range of potential scenarios; and
– in-employment and post-employment shareholding requirements.
Proportionality • Payments under the annual bonus require robust performance against challenging conditions over
the financial year. For FY24, 70% of the annual bonus was based on financial measures (equally split
between total transaction value and profit before tax, which are both KPIs).
• Vesting of awards under the LTIP is subject to a discretionary underpin that considers overall
performance over the vesting period.
• The Committee considers the formulaic outcome, as well as other relevant factors, when making
decisions on remuneration outcomes. Outcomes do not reward poor performance due to the
Committee’s overriding discretion to depart from formulaic outcomes which do not reflect
underlyingbusiness performance.
Alignment to culture • The Committee oversees consistent workforce reward principles and is satisfied that these
policies drive the right behaviours and reinforce the Group’s values, which in turn promote an
appropriateculture.
• The use of annual bonus deferral, LTIP holding periods and our shareholding requirements strengthen
the focus on our strategic aims and ensure alignment with the interests and experiences of
shareholders, both during and after employment.
Directors’ Remuneration report continued
Other statutory remuneration disclosures continued
On the Beach Group plc Annual Report and Accounts 2024
112
Advisers to the Remuneration Committee
During the financial year, the Committee took advice from PricewaterhouseCoopers LLP ('PwC') who were retained as external
independent remuneration advisers to the Committee.
During FY24, PwC advised the Company on market practice, corporate governance, performance target-setting, share schemes
and other matters that the Committee was considering.
The Remuneration Committee is satisfied that the advice received was objective and independent and that all individuals who
provided remuneration advice to the Committee have no connections with the Company or its Directors that may impair their
independence. PwC is a member of the Remuneration Consultants Group and the voluntary code of conduct of that body is
designed to ensure objective and independent advice is given to remuneration committees.
PwC received fees of £65,000 for their advice during the year to 30 September 2024, based on a fixed retainer plus additional
fees charged on a time and expenses basis.
The Rt. Hon Justine Greening
Chair of the Remuneration Committee
2 December 2024
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
113
Statutory information
Information required to be part of the
Directors’ report can be found elsewhere
in this document, as indicated in the table
below and is incorporated into this report
by reference:
Section of report Page reference
Employee engagement Pages 32, 36 to
37, 76 and 80
Employment of
disabledpersons
Page 39
Future developments of
the business
Pages 12 to 16
Stakeholder
engagement and
s.172statement
Pages 79 to 83
Viability statement Pages 59 to 61
Directors’ interests Pages 66 to
68, 74
Directors’
Responsibilities
Statement
Page 125
Greenhouse
gasemissions
Pages 45 and 47
Risk management Pages 54 to 58
Human rights and anti-
bribery and corruption
Page 52
Diversity Page 39
Non-financial key
performance indicators
Pages 21 to 23
Directors’ report
All sections under the heading
“Governance” on page 63 of this
document comprise the Directors’ report
for On the Beach Group plc (company
number 09736592) (the “Company”) and
its subsidiaries (together the “Group”) for
the financial year to 30 September 2024.
Strategic report
All sections under the heading “Strategic
report” on page 1 of this document
comprise the Strategic report. The
Strategic report sets out the development
and performance of the Group’s business
during the financial year, the position
of the Group at the end of the year and
a description of the principal risks and
uncertainties (including the financial risk
management position), which is set out
on pages 54 to 58.
Management report
This Directors’ report (pages 114 to
117) together with the Strategic report
(pages1 to 61) form the Management
report for the purposes of DTR 4.1.8R.
UK Corporate
GovernanceCode
The Company’s statement with regards
to its adoption of the UK Corporate
Governance Code can be found in
the Corporate Governance Statement
on pages 70 to 78. The Corporate
Governance Statement forms part of this
Directors’ report and is incorporated into
itby reference.
Directors
The names of the directors who held office
during the year are set out on pages 66 to
68. Biographical details of all the Directors
serving at the date of this Annual Report
are shown on pages 66 to 68. Subject
to law and the Company’s Articles of
Association, the Directors may exercise
all of the powers of the Company and
may delegate their power and discretion
toCommittees.
Appointment and replacement
of Directors
The appointment and replacement
of Directors is governed by the
Company’s Articles of Association,
the UK Corporate Governance Code,
the Companies Act 2006 and related
legislation. TheDirectors may from time
to time appoint one or more Directors.
The Board may appoint any person to
be a Director (so long as the number
of Directors does not exceed the limit
prescribed in the Articles). Under the
Articles, any such Director shall hold
office only until the next AGM and shall
then be eligible for election. TheArticles
also require that at each AGM, any
Director who held office at the time
of the two preceding AGMs and who
did not retire at either of them must
retire, and any Director who has been
in office, other than a Director holding
an executive position, for a continuous
period of nine years or more must retire
from office. However, in accordance with
previous years and in accordance with
best practice, all Directors will submit
themselves for re-election at the AGM
each year. AnyDirector who retires
at an AGM may offerthemselves for
reappointmentbythe shareholders.
All Directors will retire and stand for
election or re-election at the 2025 AGM,
except for David Kelly, who will step
down ahead of the 2025 AGM.
Amendment of Articles
ofAssociation
The Company’s Articles of Association
('Articles') may only be amended by way of
a special resolution at a general meeting
of the shareholders. No amendments are
proposed to be made at the forthcoming
Annual General Meeting.
Directors’ report
On the Beach Group plc Annual Report and Accounts 2024
114
Share capital and control
The Company’s issued share capital
comprises Ordinary Shares of £0.01 each,
which are listed on the London Stock
Exchange (LSE: OTB.L). The ISIN of the
shares is GB00BYM1K758.
The issued share capital of the Company
as at 30 September 2024 comprised
166,991,435 Ordinary Shares of £0.01
each. Further information regarding the
Company’s issued share capital can
be found on page 129 of the financial
statements. Details of the movements
in issued share capital during the year
are provided in note 21 to the Group’s
financial statements contained on page
158. All the information detailedin
note 21 on page 158 forms part of this
Directors’Report and is incorporated
intoit by reference.
At the Annual General Meeting of the
Company held on 26 January 2024 the
Directors were granted authority from
shareholders to allot shares in the capital
of the Company up to a maximum nominal
amount of £1,111,041.61 (111,104,161 shares
of £0.01 each), half of which amount
may solely be used in connection with a
pre-emptive rights issue. The Directors
willseek to renew this authority at the
2025 AGM.
Authority to purchase
ownshares
The Company was authorised by
shareholders at the last AGM to purchase,
in the market, up to 16,665,624 shares
(10% of issued share capital). No shares
were bought back under this authority
for the year ended 30 September 2024.
However, the company announced an
on-market share buyback programme
on 3 December 2024 (the “Buyback
Programme”). The current authority will
expire at the conclusion of the 2025 AGM,
at which a resolution will be proposed
for its renewal. The Directors will only
use this power to pursue the Buyback
Programme after careful consideration,
taking into account the financial resources
of the Company, the Company’s share
price and future potential uses of capital.
The Directors will also take into account
the effects on earnings per share and the
interests ofshareholdersgenerally.
Rights attaching to shares
All shares have the same rights (including
voting and dividend rights and rights
on a return of capital) and restrictions
as set out in the Articles. Except in
relation to dividends which have been
declared and rights on a liquidation of
the Company, the shareholders have
no rights to share in the profits of the
Company. TheCompany’s shares are
not redeemable. However, following any
grant of authority from shareholders,
the Company may purchase or contract
to purchase any of the shares on or
off market, subject to the Companies
Act 2006 and the requirements of the
ListingRules.
No shareholder holds shares in the
Company that carry special rights with
regard to control of the Company. There
are no shares relating to an employee
share scheme that have rights with regard
to control of the Company that are not
exercisable directly and solely by the
employees, other than in the case of the
On the Beach SIP and the On the Beach
LTIP, where share interests of a participant
in such schemescan be exercised by the
personal representatives of a deceased
participant in accordance withthe
schemerules.
Voting rights
Each Ordinary Share entitles the holder to
vote at general meetings of the Company.
A resolution put to the vote of the meeting
shall be decided on a poll and every
member who is present in person or by
proxy shall have one vote for every share
of which they are a holder. The Articles
provide a deadline for submission of proxy
forms of not than less than 48 hours before
the time appointed for the holding of the
meeting or adjourned meeting. No member
shall be entitled to vote at any general
meeting either in person or by proxy, in
respect of any share held by them, unless
all amounts presently payable by them in
respect of that share have been paid. Save
as noted, there are no restrictions on voting
rights nor any agreement that may result in
suchrestrictions.
Restrictions on transfer
ofsecurities
The Articles do not contain any restrictions
on the transfer of Ordinary Shares in the
Company other than the usual restrictions
applicable where any amount is unpaid
on a share. Certain restrictions are
also imposed by laws and regulations
(such as insider trading and marketing
requirements relating to close periods)
and requirements of the Market Abuse
Regulation and the Company’s securities
dealing code whereby all employees of
the Company require approval to deal in
theCompany’ssecurities.
Change of control
Save in respect of a provision of the
Company’s share schemes, which may
cause options and awards granted to
employees under such schemes to vest
on takeover, there are no agreements
between the Company and its Directors or
employees providing for compensationfor
loss of office or employment (whether
through resignation, purported redundancy
or otherwise) because of a takeover bid.
The revolving credit facility contains
customary prepayment, cancellation and
default provisions including, if required
by a lender, mandatory prepayment of all
utilisations provided by that lender upon
the sale of all or substantially all of the
business and assets of the Group or a
change of control.
As the Group holds Air Travel Organiser’s
Licences, the ATOL Standard Terms will
apply. Those terms include provisions
onchange of control.
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
115
Employee share schemes
The Company has three employee share
schemes in place:
1. A HMRC-approved Share Incentive
Plan ('SIP') to encourage wide
employee share ownership
and thereby align employees’
interestswith shareholders.
2. A Long-Term Incentive Plan ('LTIP')
under which nil-cost share options
are granted to Executive Directors,
subject to continued employment.
3. A Save As You Earn Plan ('SAYE'),
which is an all-employee savings-
related share option plan. Although
the SAYE was approved at the 2018
AGM, it has not yet been rolled
out to employees and there are
noimmediate plans to do so.
Further details are provided in the
Directors’ Remuneration report on
pages102 and 104 to 105.
Annual General Meeting
The Annual General Meeting for 2025
will be held at 11 am on 25 February
2025 at the Company’s headquarters
atAeroworks, 5 Adair Street,
Manchester,M1 2NQ.
The Notice of Meeting, which sets out
the resolutions to be proposed at the
forthcoming AGM, specifies deadlines for
exercising voting rights and appointing
a proxy or proxies to vote in relation to
resolutions to be passed at the AGM.
All proxy votes will be counted and
the numbers for, against or withheld
in relation to each resolution will be
announced at the AGM and published
onthe Company’s website.
Name of shareholder
Number of
shares
Nature of holding
as per disclosure
Date of
notification
Lombard Odier Asset Management (Europe) Limited 8,341,912 5.01% 9 November 2023
Lombard Odier Asset Management (Europe) Limited 8,195,225 4.92% 16 November 2023
Lombard Odier Asset Management (Europe) Limited 8,353,654 5.00% 27 June 2024
Lombard Odier Asset Management (Europe) Limited 8,267,249 4.95% 16 August 2024
Lombard Odier Asset Management (Europe) Limited 8,364,388 5.01% 3 September 2024
Between 3 September 2024 and the date of this report no further interests have been notified to the Company in accordance
with DTR5.
A list of our substantial shareholders is available on our corporate website.
Directors’ report continued
Notifiable changes to
substantial shareholdings
During the year, the Company has been
notified, in accordance with Chapter
5 of the Financial Conduct Authority’s
Disclosure Guidance and Transparency
Rules ('DTR5') of the following increases
or decreases in significant interests in
the issued Ordinary Share capital of the
Company. Such notifications
are published as an RNS and are also
available on the Company’s website
(www.onthebeachgroupplc.com/
investor-centre/rns).
The following figures represent the
number of shares and how that translates
to a percentage shareholding in the
Company as at the date on which the
change was notified. The holdings may
have changed since notification but any
further notification is not required until
the next applicable threshold in DTR5
iscrossed.
Please note there will be other
shareholders with substantial
shareholdings who are not listed below
because their shareholdings have not
increased above or decreased below
athreshold during the year.
On the Beach Group plc Annual Report and Accounts 2024
116
Transactions with
relatedparties
There were no related party transactions
during the year. Seenote 26 to the
consolidated financial statements.
Indemnities and insurance
The Company maintains appropriate
insurance to cover Directors’ and officers’
liability for itself and its subsidiaries. The
Company also indemnifies the Directors
under a qualifying indemnity for the
purposes of section 236 of the Companies
Act 2006 in the Articles. Such indemnities
contain provisions that are permitted
by the Director liability provisions of
the Companies Act and the Company’s
Articles. Such indemnities were in force
throughout the period under review and
are in force as at the date of this report.
Save for the indemnities disclosed in this
report, there are no other qualifying third-
party indemnity provisions in force.
Research and development
Innovation, specifically in the customer
proposition on the website, is a critical
element of the strategy, and, therefore,
of the future success of the Group.
Accordingly, the majority of the Group’s
research and development expenditure
ispredominantly related to this area.
Financial instruments
Details of the financial risk management
objectives and policies of the Group,
including hedging policies and exposure of
the entity to price risk, credit risk, liquidity
risk and cash flow risk are given on pages
159-165 in note 23 to the consolidated
financial statements, and form part of
thisreport by reference.
Political contributions
Neither the Company nor any of its
subsidiaries made any political donations
or incurred any political expenditure
duringthe year.
Charitable donations
The Group made charitable donations of
£13,239 during the year.
Results and dividends
The Group’s and Company’s audited
financial statements for the year are
setout on pages 128–171.
Whilst the Group operates a highly cash
generative business model, a majority of
profits are reinvested in the business to
support further growth.
In line with the Group’s capital allocation
policy, an interim dividend of 0.9p per
share was paid in FY24 and the Board
isrecommending a final dividend of
2.1pin respect of FY24.
Information to be disclosed
under UK Listing Rule 6.6.1R
Disclosures required by the FCA’s UK
Listing Rule 6.6.1R can be found on the
following pages:
Information
required
Subsection
of LR6.6.1R
Page
reference
Details of
long-term
incentive
schemes
(4) Page 102
Save as set out above, there is no other
information to disclose in relation to the
provisions of UK Listing Rule 6.6.1R.
Auditor
The auditor, Ernst & Young LLP, is willing to
continue in office and a resolution for its
reappointment as auditor of the Company
will be submitted to the AGM.
Disclosure of information to
the auditor
Each of the Directors has confirmed that:
i. so far as the Director is aware, there
is no relevant audit information
of which the Company’s auditors
areunaware;and
ii. the Director has taken all the steps
that they ought to have taken as a
Director to make themselves aware of
any relevant audit information and to
establish that the Company’s auditor
is aware of that information.
This confirmation is given and should
be interpreted in accordance with
the provisions of section 418 of the
Companies Act 2006.
Approval of the Annual Report
The Strategic report and Corporate
Governance report were approved by
theBoard on 2 December 2024.
Approved by the Board and signed on
itsbehalf:
K Vickerstaff
Company Secretary
2 December 2024
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
117
Independent auditor’s report to the members of On the Beach Group plc
Opinion
In our opinion:
• On the Beach Group plc’s group financial statements and parent company financial statements (the “financial statements”)
give a true and fair view of the state of the group’s and of the parent company’s affairs as at 30 September 2024 and of the
group’s profit for the year then ended;
• the group financial statements have been properly prepared in accordance with International Accounting Standards in
conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards adopted
pursuant to Regulation (EC) No. 1606/2002 as it applies in the European Union;
• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of On the Beach Group plc (the ‘parent company’) and its subsidiaries (the ‘group’) for
the year ended 30 September 2024 which comprise:
Group Parent company
Consolidated Income Statement and Statement of Comprehensive
Income for the year then ended
Balance sheet as at 30 September 2024
Consolidated Balance Sheet as at 30 September 2024 Statement of changes in equity for the year then ended
Consolidated Statement of Cash Flows for the year
then ended
Related notes 1 to 9 to the financial statements including a
summary of significant accounting policies
Consolidated Statement of Changes in Equity for the year
then ended
Related notes 1 to 27 to the financial statements,
including a summary of significant accounting policies
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 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 as applied to listed
public interest entities, 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.
The financial reporting framework that has been applied in the
preparation of the group financial statements is applicable law
and International Accounting Standards in conformity with the
requirements of the Companies Act 2006 and International
Financial Reporting Standards adopted pursuant to Regulation (EC)
No. 1606/2002 as it applies in the European Union. The financial
reporting framework that has been applied in the preparation
of the parent company financial statements is applicable law
and United Kingdom Accounting Standards, including FRS
102 “The Financial Reporting Standard applicable in the UK
and Republic of Ireland” (United Kingdom Generally Accepted
AccountingPractice).
On the Beach Group plc Annual Report and Accounts 2024
118
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. Our
evaluation of the directors’ assessment of the group and parent
company’s ability to continue to adopt the going concern basis
of accounting included:
• Obtaining management’s going concern assessment,
including the cash flow forecasts and covenant calculations
for the going concern period which covers the period to
31March 2026. Management have modelled a base scenario
and a number of downside scenarios in the cash flow
forecasts and covenant calculations in order to incorporate
unexpected changes to the forecasted liquidity of the Group.
The downside scenario considered a severe but plausible
reduction in booking levels. In this scenario the Group
continues to have sufficient liquidity and headroom
on its covenants.
• Challenging the significant assumptions underpinning the
Group’s forecasts for the going concern period. Our challenge
was particularly focused around the consideration of current
macro-economic factors and the growth assumptions
used. We also verified whether the Group’s forecasts in
the going concern assessment were consistent with other
forecasts used by the Group in its accounting estimates,
includingimpairment.
Overview of our audit approach
Audit scope • We performed an audit of the complete financial information of nine components.
• The components where we performed full audit procedures accounted for 100% of Profit before tax adjusted
for the impact of exceptional items, 100% of Revenue and 100% of Total assets.
Key audit matters • Revenue recognition - risk of management override through journals made to revenue outside of the standard
booking process.
• Website development costs - risk that management inappropriately capitalise costs in relation to the website
development team in order to improve the financial results for the period.
Materiality
• Overall Group materiality of £1,175k which represents 5% of profit before tax adjusted for the impact of
exceptional items and loss on discontinued operations.
• Verifying the credit facilities available to the Group including
the £85m revolving credit facility of which £85m is available
until July 2025 and £60m is available until December 2027.
• Testing the clerical accuracy and the appropriateness
of the model used to prepare the Group’s going
concernassessment.
• Assessing the appropriateness of the Group’s disclosure
concerning the going concern basis of preparation.
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
and parent company’s ability to continue as a going concern for a
period to 31 March 2026 from when the financial statements are
authorised for issue.
In relation to the group and parent company’s reporting on
how they have applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to in relation
to the directors’ statement in the financial statements about
whether the directors considered it appropriate to adopt the
going concern basis of accounting.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report. However, because not all future
events or conditions can be predicted, this statement is
not a guaranteeas to the group’s ability to continue as a
goingconcern.
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
119
Independent auditor’s report to the members of On the Beach Group plc
continued
An overview of the scope of the parent
company and group audits
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our
allocation of performance materiality determine our audit scope for
each company within the Group. Taken together, this enables us to
form an opinion on the consolidated financial statements. We take
into account size, risk profile, the organisation of the group and
effectiveness of group-wide controls and changes in the business
environment when assessing the level of work to be performed at
each company.
In assessing the risk of material misstatement to the Group
financial statements, and to ensure we had adequate quantitative
coverage of significant accounts in the financial statements, of
the nine reporting components of the Group, all are UK registered
companies and represent the principal business units within
theGroup.
Of the nine components selected, we performed an audit of the
complete financial information of all components ("full scope
components") which were selected based on their size or
riskcharacteristics.
Climate change
Stakeholders are increasingly interested in how climate change
will impact On the Beach Group plc. The Group has determined
that the most significant future impacts from climate change
onits operations will be in the form of physical risks.
These are explained on pages 48 to 51 in the required Task
Force for Climate related Financial Disclosures and on pages
55 to 58 in the principal risks and uncertainties which form part
of the “Other information,” rather than the audited financial
statements. Our procedures on these unaudited disclosures
therefore consisted solely of considering whether they are
materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit or otherwise
appear to be materially misstated, in line with our responsibilities
on “Other information”.
Our audit effort in considering the impact of climate change on the
financial statements was focused on evaluating management’s
assessment of the impact of climate risk, physical and transition,
their climate commitments, the effects of material climate risks
disclosed on pages 48 to 51 have been appropriately reflected
in the carrying value of goodwill, intangible assets, property
plant and equipment and deferred tax assets following the
requirements of UK adopted international accounting standards.
As part of this evaluation, we performed our own risk assessment,
supported by our climate change internal specialists, to determine
the risks of material misstatement in the financial statements from
climate change which needed to be considered in our audit.
Based on our work we have not identified the impact of climate
change on the financial statements to be a key audit matter or
to impact a key audit matter.
On the Beach Group plc Annual Report and Accounts 2024
120
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of
resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit
of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
Risk Our response to the risk Key observations
communicated to the
Audit Committee
Revenue recognition (FY24 - £128.2m*,
FY23-£112.1m)
Refer to the Audit Committee Report (page 90);
Accounting policies (page 135); and Note 4 of the
Consolidated Financial Statements (page 141)
Given the high volume, low value nature of the
revenue transactions in the business, we have
determined the revenue recognition risk to be
related to management override through journals
made to revenue outside of the standard booking
process throughout the year.
For the On the Beach ‘OTB’ and new ‘Classic
Collection’ segmentthe revenue is reported
on an agent basis (net) and the risk is therefore
alsoapplicable to gross costs.
For the former CCH segment (now discontinued
as presented in note 10), revenue is reported on
aprincipal basis (gross) and the risk therefore
onlyapplies to gross revenue.
*
Our procedures also include £46.6m of gross revenue
relating to CCH that is presented as a discontinued
operation (note 10).
We have performed the following procedures:
• Assessed the design and implementation of the
key controls over revenue recognition for all
tradingentities within the Group.
• Tested, to supporting evidence, all material journal
entries impacting on net revenue which fell outside
of the standard booking process for evidence of
management override.
• Adopted a data analytics approach to corroborate our
expectation of the relationship between gross revenue,
trade receivables and cash receipts (all segments) and
gross costs, trade payables and cash payments (OTB &
Classic Collection) in relation to the standard booking
process. Any exceptions to our expectations above our
testing threshold have been substantively tested.
Our procedures
did not identify
any instances of
management override
in the recognition
of revenue or
evidence of material
misstatements across
the Group in the
financial year.
Capitalisation of website & development costs
(FY24 - £10.3m, FY23 - £12.0m)
Refer to the Audit Committee Report (page 90);
Accounting policies (page 136); and Note 12 of the
Consolidated Financial Statements (page 150)
There is a risk that management inappropriately
capitalise costs in relation to the website development
team in order to improve the financial results for the
period. Judgement is involved in determining whether
future economic benefit will be generated from the
projects capitalised and a risk that management could
override inputs in theseassessments.
We have performed the following procedures:
• Assessed the design and implementation of the
key controls over the capitalisation of website
development costs across the Group.
• Obtained a breakdown by project of all website
development costs capitalised in the period. From
this breakdown, we selected a sample of projects for
further testing and for each project we:
– Obtained an understanding and related support
for management’s evaluation of how the project
satisfies the requirements of ‘IAS 38 Intangible
Assets’ to be capitalised.
– Held interviews with a number of IT developers
to understand a) the nature and responsibilities
associated with their role and b) the nature of
the projects they had been working on in the
period. We utilised this information to assess
the appropriateness of capitalisation in line
with the accounting standard requirements
andmanagement’s accounting treatment.
– We performed an independent assessment of
the potential future economic benefits expected
to be obtained from each project in our sample
to identify any contradictory indicators that could
imply the project has been treated incorrectly
bymanagement.
Based on our
procedures we are
satisfied that the
judgements applied
by management
in relation to the
capitalisation
of website &
development costs
are appropriate.
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
121
Independent auditor’s report to the members of On the Beach Group plc
continued
Our application of materiality
We apply the concept of materiality in planning and performing
the audit, in evaluating the effect of identified misstatements on
the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually
or in the aggregate, could reasonably be expected to influence
the economic decisions of the users of the financial statements.
Materiality provides a basis for determining the nature and
extent of our audit procedures.
We determined materiality for the Group to be £1,175k (2023:
£820k), which is 5% (2023: 5%) of profit before tax adjusted
for the impact of exceptional items and loss on discontinued
operations. We believe that profit before tax adjusted for
the impact of exceptional items continues to provide an
appropriateness basis for planning materiality given the
focus of stakeholders and users of the financial statements
being on profitability of the Group and ability of the Group
topay dividends.
We determined materiality for the Parent Company to be
£5,500k (2023: £5,400k), which is 2% (2023: 2%) of equity.
Our materiality for the parent company is capped at £1,305k
(2023: £820k).
Performance materiality
The application of materiality at the individual account
or balance level. It is set at an amount to reduce to an
appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our
assessment of the Group’s overall control environment, our
judgement was that performance materiality was 75% (2023:
75%) of our planning materiality, namely £881k (2023: £615k).
We have set performance materiality at this level based on
anexpectation of a low level of audit differences.
Reporting threshold
An amount below which identified misstatements are
considered as being clearly trivial.
We agreed with the Audit Committee that we would report
to them all uncorrected audit differences in excess of £58k
(2023: £41k), which is set at 5% of planning materiality, as
well as differences below that threshold that, in our view,
warrantedreporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in light
of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the
annual report set out on pages 2–125 & 171–178, 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 this 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 there is 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 the other information, we are required to report that fact.
We have nothing to report in this regard.
STARTING
BASICS
ADJUSTMENTS
MATERIALITY
Profit before tax
£26.5m
• Deduct £0.4m relating to exceptional items
net credit
• Deduct £2.6m loss on discontinued
operations (£7.2m discontinued operation
loss less £4.6m impairment charge
deemed ‘exceptional’ in nature)
• Totals £23.5m profit before tax adjusted for
the impact of exceptional items and loss on
discontinued operations
• Materiality at 5% equating to £1,175k
On the Beach Group plc Annual Report and Accounts 2024
122
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, the part of the directors’ remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the 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.
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
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 and the part of
the Directors’ Remuneration Report to be audited 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.
Corporate Governance Statement
The Listing Rules require us to review the directors’ statement
in relation to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to the group
and company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit:
• Directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and any
material uncertainties identified set out on page 61;
• Directors’ explanation as to its assessment of the
company’s prospects, the period this assessment covers
and why the period is appropriate set out on page 59–61;
• Directors’ statement on fair, balanced and understandable
set out on page 91;
• Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out
onpage 54;
• The section of the annual report that describes the review
of effectiveness of risk management and internal control
systems set out on page 54; and;
• The section describing the work of the audit committee
setout on page 89–90.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement
set out on page 125, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control as
the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are responsible
for assessing the group and 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.
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
123
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
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.
Explanation as to what extent the audit was
considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including
fraud. The risk of not detecting a material misstatement due
to fraud is higher than the risk of not detecting one resulting
from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through
collusion. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention
and detection of fraud rests with both those charged
withgovernance of the company and management.
• We obtained an understanding of the legal and regulatory
frameworks that are applicable to the group and determined
that the most significant are UK adopted international
accounting standards, FRS 102, the Companies Act 2006, the
Listing Rules, UK Corporate Governance Code and The Civil
Aviation (Air Travel Organisers’ Licensing) Regulations 2012.
• We understood how On the Beach Group plc is complying
with those frameworks by making enquiries of management,
those responsible for legal and compliance procedures and
the Company Secretary. We corroborated our enquiries
through our review of board and committee minutes, papers
provided to the Audit Committee and discussions with the
Audit Committee.
• We assessed the susceptibility of the group’s financial
statements to material misstatement, including how fraud
might occur by meeting with management and those
charged with governance to understand where it considered
there was a susceptibility to fraud. We also considered
performance targets and the propensity to influence efforts
made by management to manage earnings. Wherethe
risk was considered to be higher, we performed audit
procedures to address each identified fraud risk. These
procedures included testing higher risk journals and
were designed to provide reasonable assurance that the
financialstatements were free from fraud and error.
• Based on this understanding we designed our audit
procedures to identify non-compliance with such laws
and regulations. Our procedures involved journal entry
testing, with a focus on consolidation journals and journals
indicating large or unusual transactions based on our
understanding of the business; enquiries of Legal Counsel,
Group management and focused testing, as referred to
in the key audit matters section above. In addition, we
completed procedures to conclude on the compliance of
the disclosures in the Annual Report and Accounts with
the requirements of the relevant accounting standards, UK
legislation and the UK Corporate Governance Code 2016.
A further description of our responsibilities for the audit of the
financial statements is located on the
Financial Reporting Council’s website at https://www.frc.org.
uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Other matters we are required to address
• Following the recommendation from the audit committee
we were appointed by the company on 7 March 2019
to audit the financial statements for the year ending 30
September 2019 and subsequent financial periods.
The period of total uninterrupted engagement including
previous renewals and reappointments is 6 years,
covering the years ending 30 September 2019 to
30September2024.
• The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the group or the parent
company and we remain independent of the group and
theparent company in conducting the audit.
• The audit opinion is consistent with the additional report
tothe audit committee.
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 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 company and the
company’s members as a body, for our audit work, for this report,
or for the opinions we have formed.
Jonathan Gill (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
2 December 2024
Independent auditor’s report to the members of On the Beach Group plc
continued
On the Beach Group plc Annual Report and Accounts 2024
124
Statement of Directors’ Responsibilities
The Directors are responsible for
preparing the Annual Report and the
financial statements in accordance
withapplicable United Kingdom 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 Group financial statements in
accordance with UK-adopted international
accounting standards in conformity with
the requirements of the Companies Act
2006, and the Parent Company financial
statements in accordance with United
Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting
Standards and applicable law), including
Financial Reporting Standard FRS 102 The
Financial Reporting Standard applicable in
the UK and Republic of Ireland ('FRS 102').
In preparing these financial statements
the Directors are required to:
• select suitable accounting policies in
accordance with IAS 8 Accounting
Policies, Changes in Accounting
Estimates and Errors, and in respect
of the Parent Company financial
statements, Section 10 of FRS 102
and then apply themconsistently;
• make judgements and accounting
estimates that are reasonable
andprudent;
• present information, including
accounting policies, in a manner that
provides relevant, reliable, comparable
and understandableinformation;
• provide additional disclosures
when compliance with the
specific requirements in IFRSs
and in respectof the Parent
Company financial statements,
FRS 102 is insufficient to enable
users to understand the impact
of particular transactions, other
events and conditions on the Group
andCompany financial position and
financial performance;
• in respect of the Group financial
statements, state whether international
accounting standards in conformity with
the requirements of the Companies
Act 2006 (and IFRSs adopted pursuant
to Regulation(EC) No 1606/2002 as it
applies in the European Union) have
been followed, subject to any material
departures disclosed and explained in
the financial statements;
• in respect of the Parent Company
financial statements, state whether
applicable UK Accounting Standards,
including FRS 102, have been
followed, subject to any material
departures disclosed and explained
in the financialstatements; and
• prepare the financial statements
onthe going concern basis unless
it is appropriate to presume that the
Companyand/or the Group will not
continue in business.
The Directors are responsible for
keeping adequate accounting records
that are sufficient to show and explain
the Company’s and 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 Company and
the Group financial statements comply
with the Companies Act 2006. They are
also responsible for safeguarding the
assets of the Group and Parent Company
and hence for takingreasonable steps for
the prevention and detection offraud and
otherirregularities.
Under applicable law and regulations,
the Directors are also responsible for
preparing a strategic report, directors’
report, directors’ remuneration report and
corporate governance statement that
comply with that law and those regulations.
TheDirectors are responsible for the
maintenance and integrityof the corporate
and financial information included onthe
Company’swebsite.
Directors’ responsibility
statement
The Directors confirm, to the best of
theirknowledge:
• that the consolidated financial
statements, prepared in accordance
with international accounting standards
in conformity with the requirements of
the Companies Act 2006, give a true
and fair view of the assets, liabilities,
financial position and profit of the
Parent Company and undertakings
included in the consolidation taken
asawhole;
• that the Annual Report, including the
Strategic report, includes a fair review
of the development and performance
of the business and the position of the
Company and undertakings included
in the consolidation taken as a whole,
together with a description of the
principal risks anduncertainties that
they face; and
• that they consider the Annual Report,
taken as a whole, is fair, balanced
and understandable and provides the
information necessary for shareholders
to assess the Company’s position,
performance, business model
andstrategy.
Jon Wormald
Chief Financial Officer
2 December 2024
Financial StatementsOverview GovernanceStrategic Report
On the Beach Group plc Annual Report and Accounts 2024
125
On the Beach Group plc Annual Report and Accounts 2024
126
Content
128 Consolidated Income Statement and
Statement of Comprehensive Income
129 Consolidated Balance Sheet
130 Consolidated Statement of Cash Flows
131 Consolidated Statement of Changes in Equity
132 Notes to the Consolidated
FinancialStatements
168 Company Balance Sheet
169 Company Statements of Changes in Equity
170 Notes to the Company Financial Statements
172 Glossary of alternative performance measures
180 Shareholder information
FINANCIAL
STATEMENTS
Governance Financial StatementsOverview Strategic Report
On the Beach Group plc Annual Report and Accounts 2024
127
Consolidated Income Statement and
Statement of Comprehensive Income
YEAR ENDED 30 SEPTEMBER 2024
Restated**
20242023
Year ended 30 September 2024
Note
£m£m
Revenue
4
128. 2
112.1
Cost of sales
(4 .8)
(3.7)
Expected credit losses
15
(1 .7)
(2.0)
Gross profit
12 1 .7
1 0 6.4
Administrative expenses
6
(10 0.5)
(9 4.4)
Group operating profit
21. 2
12 .0
Finance costs
8
(2 . 4)
(1.5)
Finance income
8
7. 7
3 .9
Net finance income
5. 3
2.4
Profit before taxation
26.5
1 4.4
Taxation
9
(6.3)
(2.5)
Profit from continuing operations
20. 2
1 1. 9
Loss from discontinued operations
10
(7. 2)
(1.8)
Profit for the year
13.0
1 0 .1
Other comprehensive income that may be reclassified to the P&L:
Net loss on cash flow hedges
–
(0.6)
Net gain on fair value hedges
0. 4
0.7
Total comprehensive income for the year
13. 4
10. 2
Attributable to equity holders of the parent
Profit from continuing operations
20. 2
1 1. 9
Loss from discontinued operations
10
(7. 2)
(1.8)
Other comprehensive income
0.4
0.1
Total comprehensive income for the year
13. 4
10. 2
Basic and diluted earnings per share from continuing operations
attributable to the equity shareholders of the Company:
Basic earnings per share
11
1 2 .1p
7. 2p
Diluted earnings per share
11
11.9p
7. 1p
Adjusted basic earnings per share*
11
1 4 .1p
12 .0p
Adjusted diluted earnings per share*
11
13.9p
12.0p
Basic and diluted earnings per share from total operations
attributable to the equity shareholders of the Company:
Basic earnings per share
11
7. 8p
6 .1p
Diluted earnings per share
11
7. 7p
6.0p
Adjusted profit measure*
Adjusted PBT (before amortisation of acquired intangibles,
exceptional items and share-based payments)*
6
31 .0
24 . 8
* This is a non-GAAP measure, refer to notes. This is a non-GAAP measure, refer to notes listed above.
** The prior period is restated for the effects of discontinued operations (see note 10).
On the Beach Group plc Annual Report and Accounts 2024
128
20242023
Note£m£m
Assets
Non-current assets
Intangible assets
12
66. 2
7 3 .7
Property, plant and equipment
13
3 .6
8 .3
Deferred tax
20
–
2 .6
Trust account
16
0.4
–
Total non-current assets
70. 2
8 4.6
Current assets
Trade and other receivables
15
188.4
165. 3
Derivative financial instruments
23
–
0. 9
Trust account
16
1 3 9.1
108 .6
Cash at bank
96. 2
75. 8
Total current assets
42 3 .7
35 0.6
Assets held for sale
10
2 .0
–
Total assets
495.9
4 35. 2
Equity
Share capital
21
1 .7
1.7
Share premium
22
8 9.6
8 9.6
Retained earnings
22
220. 2
205.9
Capital contribution reserve
22
0.5
0.5
Merger reserve
22
(129. 5)
(129.5)
Total equity
182 .5
16 8. 2
Non-current liabilities
Trade and other payables
17
2 .1
2.6
Deferred tax
20
0.4
–
Total non-current liabilities
2. 5
2 .6
Current liabilities
Corporation tax payable
0. 9
1 .7
Trade and other payables
17
30 4. 3
261 . 2
Provisions
17
0.4
0.4
Derivative financial instruments
23
5.3
1.1
Total current liabilities
310. 9
26 4.4
Total liabilities
313.4
2 6 7. 0
Total equity and liabilities
495.9
435. 2
The financial statements from pages 128 to 167 were approved by the Board of Directors and authorised for issue.
Jon Wormald
Chief Financial Officer
2 December 2024
On the Beach Group plc. Reg no 09736592
The notes on pages 132 to 167 form part of the financial statements.
Consolidated Balance Sheet
AT 30 SEPTEMBER 2024
Governance Financial StatementsOverview Strategic Report
On the Beach Group plc Annual Report and Accounts 2024
129
Consolidated Statement of Cash Flows
AT 30 SEPTEMBER 2024
Restated*
20242023
Note£m£m
Profit/(loss) before taxation
From continuing operations
26.5
1 4.4
From discontinued operations
10
(7. 2)
(2.0)
Adjustments for:
Depreciation
13
2 .1
2.7
Amortisation of intangible assets
12
13 .0
12.6
Finance costs
8
2.4
1 .5
Finance income
8
(7.7)
(4 .1)
Loss on goodwill for discontinued operations
10
4.6
–
Loss on disposal of intangible assets
12
0.2
–
Loss on disposal of property, plant and equipment
13
0.6
–
Share-based payments
24
2.3
1 .2
Impact of unrealised foreign exchange differences
(1 .7)
–
3 5 .1
26. 3
Changes in working capital:
Increase in trade and other receivables
15
(2 2.3)
(39.9)
Increase in trade and other payables
17
48 .9
75.0
Increase in trust account
(30. 9)
(39. 2)
(4 . 3)
(4 .1)
Cash flows from operating activities
Cash used in operating activities
30. 8
22. 2
Tax paid
(3.9)
(0.2)
Net cash inflow from operating activities
26.9
22.0
Cash flows from investing activities
Purchase of property, plant and equipment
13
–
(0.1)
Proceeds from disposal of assets
–
0.1
Purchase of intangible assets
12
(0 .1)
–
Development expenditure
12
(1 0. 2)
(12 .0)
Interest received
8
7. 7
4 .1
Net cash outflow from investing activities
(2 .6)
(7 .9)
Cash flows from financing activities
Equity dividends paid
(1. 5)
–
Interest paid on borrowings
8
(2.3)
(1 .3)
Payment of lease liabilities
18
(1 .8)
(1.5)
Net cash outflow from financing activities
(5.6)
(2.8)
Impact of unrealised foreign exchange differences
1 .7
–
Net increase in cash at bank and in hand
18. 7
1 1. 3
Cash at bank and in hand at beginning of year
75.8
6 4.5
Cash at bank and in hand at end of year
9 6. 2
75.8
* The prior period is restated for the effects of discontinued operations (see note 10).
The notes on pages 132 to 167 form part of the financial statements.
On the Beach Group plc Annual Report and Accounts 2024
130
Capital
Share Share Merger contribution Retained
capitalpremiumreservereserveearningsTotal
£m£m£m£m£m£m
Balance at 30 September 2022
1 .7
89.6
(129.5)
0. 5
19 4.5
156.8
Share-based charge including tax
–
–
–
–
1.2
1. 2
Total comprehensive income for the year
–
–
–
–
10. 2
10. 2
Balance at 30 September 2023
1 .7
89.6
(129.5)
0.5
205.9
1 68 .2
Share-based charge including tax
–
–
–
–
2 .4
2. 4
Dividends
–
–
–
–
(1 .5)
(1.5)
Total comprehensive income for the year
–
–
–
–
13. 4
13 .4
Balance at 30 September 2024
1.7
89.6
(129. 5)
0. 5
220. 2
182 .5
The notes on pages 132 to 167 form part of these financial statements.
Consolidated Statement of Changes in Equity
YEAR ENDED 30 SEPTEMBER 2024
Governance Financial StatementsOverview Strategic Report
On the Beach Group plc Annual Report and Accounts 2024
131
Notes to the Consolidated Financial Statements
YEAR ENDED 30 SEPTEMBER 2024
1 General information
On the Beach Group plc is a public
limited company which is listed on the
London Stock Exchange and is domiciled
and incorporated in the United Kingdom
under the Companies Act 2006. The
address of the registered office is
given on page 180.
2 Accounting policies
a) Basis of preparation
The consolidated financial statements
presented in this document have been
prepared in accordance with UK adopted
International Accounting Standards in
conformity with the requirements of the
Companies Act 2006.
The Company’s financial statements
have been prepared in accordance with
Financial Reporting Standard 102 "The
Financial Reporting Standard applicable
in the United Kingdom and the Republic
of Ireland" ('FRS 102') and as applied in
accordance with the provisions of the
Companies Act 2006. The Company
has taken advantage of the exemption
provided under section 408 of the
Companies Act 2006 not to publish
its individual income statement and
related notes.
These financial statements are presented
in pounds sterling (£m) because that is
the currency of the primary economic
environment in which the Group operates.
b) Going concern
The Group covers its daily working
capital requirements by means of cash
and Revolving Credit Facility ('RCF').
On 7 December 2023, the Group
refinanced its credit facilities with
Lloyds Bank and NatWest. This included
cancelling its current facility of £50m and
CLBILS facility of £25m and entering into a
new facility for £60m expiring in December
2025. The facility agreement included
the option for two one-year extensions,
both of which have now been exercised.
The revised expiry date is therefore
December 2027. In January 2024, the
facility was increased by £25m until July
2025. The RCF has financial covenants
in place which are tested quarterly.
As at 30 September 2024 Group cash
(excluding cash held in trust which
is ringfenced and not factored into
the going concern assessment) was
£96.2m (30 September 2023: £75.8m).
Cash received from customers for
bookings that have not yet travelled is
held in a ring-fenced trust account and is
not withdrawn until the customer returns
from their holiday, or the booking is
cancelled and refunded. All withdrawals
from the Trust account are approved
by our Trustees and the Civil Aviation
Authority. Cash held in trust at 30
September 2024 was £139.5m
(30 September 2023: £108.6m).
The Directors have assessed a going
concern period through to 31 March
2026 and have modelled a number of
scenarios considering factors such as
airline resilience, cost of living, inflation,
interest rates and customer behaviour/
demand. The Group has performed an
assessment of the impact of climate
risk, as part of the Director’s assessment
of the Group’s ability to continue as a
going concern. Detail of the Group’s
assessment of the impact of climate
risk is provided within the ‘Here for
the planet’ section of this report.
The Directors have modelled a
reasonably possible downside scenario
to sensitise the base case as a result
of major airline failure (two airlines,
modelled separately). In both of these
scenarios the Directors have assessed
the impact to cash and revenue in
an environment where bookings are
100% lower than forecasted for three
months followed by a 50% reduction
for the remaining going concern
period; although profitability would
be affected, the Group would be able
to continue operating.
In addition, the Directors have modelled
sensitivity analysis on both average
booking values and booking volumes
separately, as well as a reverse stress
test, though the outcome is considered
to be remote. Although in each of these
scenarios profitability would be affected,
the Group would be able to continue
operating with sufficient liquidity and
headroom on covenants.
Given the assumptions above, the
mitigating actions available and within
the Group’s control, the Directors remain
confident that the Group continue to
operate in an agile way adapting to any
continued travel disruption. Therefore,
it is considered appropriate to continue
to adopt the going concern basis in
preparing these financial statements.
c) New standards, amendments
and interpretations
A number of new standards and
amendments to standards are effective for
annual periods beginning after 1 January
2023; the following amended standards
have been implemented, however, they
have not had a significant impact on the
Group’s consolidated financial statements:
• IFRS 17 Insurance Contracts
• Disclosure of Accounting Policies
– Amendments to IAS 1 and IFRS
Practice Statement 2
• Definition of Accounting Estimates –
Amendments to IAS 8
• Deferred Tax related to Assets
and Liabilities arising from a Single
Transaction – Amendments to IAS 12
• Interpretations of IFRS 8 Operating
Segments – Paragraph 23
International Tax Reform – Pillar Two
Model Rules – Amendments to IAS
12 introduced a mandatory temporary
exception to the requirements of IAS
12 under which a company does not
recognise or disclose information about
deferred tax assets and liabilities related
to the proposed OECD/G20 BEPS Pillar
Two model rules. The Group has applied
the temporary exception in the Group’s
consolidated financial statements, the
impact of which is not material.
Standards issued but not yet effective
Certain new financial reporting standards,
amendments and interpretations have
been published that are not mandatory for
the 30 September 2024 reporting period,
and have not been early adopted by the
Group. The Group is currently assessing
the impact of the following standards,
amendments and interpretations:
• Amendment to IFRS 16 –
Leases on sale and leaseback
• Amendment to IAS 7 and IFRS 7 –
Supplier finance
On the Beach Group plc Annual Report and Accounts 2024
132
• Amendments to IAS 21 –
Lack of Exchangeability
• Amendments to IAS 1 –
Classification of Liabilities as
Current or Non-current and Non-
current Liabilities with Covenants
• Amendments to IFRS 9 and IFRS
7 – Classification and Measurement
of Financial Instruments
• Annual Improvements to IFRS
Accounting Standards—Volume 11
• IFRS 18 – Presentation and
Disclosure in Financial Statements
• IFRS 19 – Subsidiaries without
Public Accountability: Disclosures
d) Climate-related matters
The Group considers climate-related
matters in estimates and assumptions
where appropriate, which includes
areas such as:
• Impairment of non-financial
assets: The value in use may be
impacted by the changes in climate-
related regulations or a change
in the demand of certain holiday
destinations as a result of extreme
weather or natural disasters.
• Deferred tax asset recoverability:
The forecasts used in assessing
whether the Group has sufficient
future taxable income could be
impacted by climate-related regulation
or change in consumer demand for
travelling abroad.
• Going concern: When forecasting
future expected cashflows, the primary
climate-related risk is extreme heat/
weather due to wildfires, flooding
or other extreme weather events in
holiday destinations. While other risks
have not materialised in the short
term, we will continue to monitor
them closely.
The Group’s business model allows for
flexibility, through being asset light, which
means the Group can respond quickly
to changes in customer demand for
certain locations. The Group is closely
monitoring changes and developments
in both climate-related legislation and
extreme weather events.
e) Discontinued operations
Discontinued operations are excluded
from the results of continuing operations
and are presented as a single amount as
profit or loss after tax from discontinued
operations in the statement of profit
or loss. Additional disclosures are
provided in note 10. All other notes
to the financial statements include
amounts for continuing operations,
unless indicated otherwise.
f) Basis of consolidation
The Group’s consolidated financial
statements consolidate the financial
statements of On the Beach Group plc
and all of its subsidiary undertakings.
i. Subsidiaries are entities controlled
by the Company
Control exists when the Company has
power over the investee, the Company is
exposed, or has rights to variable returns
from its involvement with the subsidiary
and the Company has the ability to use
its power of the investee to affect the
amount of investor’s returns.
ii. Transactions eliminated
on consolidation
Intragroup balances, and any gains
and losses or income and expenses
arising from intragroup transactions, are
eliminated in preparing the consolidated
financial information. Gains arising
from transactions with jointly controlled
entities are eliminated to the extent of
the Group’s interest in the entity. Losses
are eliminated in the same way as gains,
but only to the extent that there is no
evidence of impairment.
g) Goodwill
Goodwill arising on the acquisition of
subsidiary undertakings and trade and
assets represents the excess of the cost
of acquisition over the fair value of the
identifiable assets and liabilities at the
date of acquisition. Goodwill is initially
recognised as an asset at cost and is
subsequently remeasured at cost less
any accumulated impairment losses.
Goodwill which is recognised as an asset
is reviewed for impairment at least annually.
Any impairment is recognised immediately
in the income statement and is not
subsequently reversed.
On disposal of a subsidiary the
attributable amount of goodwill is
included in the determination of the
profit or loss on disposal.
For the purposes of impairment testing,
goodwill is allocated to the cash generating
units expected to benefit from the
combination. If the recoverable amount
is less than the carrying amount of the
unit, the impairment loss is allocated
to first reduce the amount of goodwill
allocated to the unit and then the other
assets in the unit. An impairment loss
recognised for goodwill is not reversed in
a subsequent period.
Impairment losses recognised for other
assets is reversed only if the reasons for
the impairment have ceased to apply .
h) Foreign currency
Transactions in foreign currencies are
translated to the respective functional
currencies of Group entities at the foreign
exchange rate ruling at the date of the
transaction. Monetary assets and liabilities
denominated in foreign currencies at
the balance sheet date are retranslated
to the functional currency at the foreign
exchange rate ruling at that date.
Foreign exchange differences arising
on translation are recognised in the
income statement.
i) Financial instruments
A financial instrument is any contract
that gives rise to a financial asset of one
entity and a financial liability or equity
instrument of another entity.
i. Financial assets
Financial assets are classified, at initial
recognition, and subsequently measured
at amortised cost, fair value through
other comprehensive income ('OCI'),
and fair value through profit or loss.
In order for a financial asset to be
classified and measured at amortised
cost, the financial asset is under a "hold
to collect" business model and it needs
to give rise to cash flows that are “solely
payments of principal and interest” ('SPPI')
on the principal amount outstanding. The
Group considers financial asset in default
when contractual payments are 90 days
past due.
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133
Notes to the Consolidated Financial Statements continued
YEAR ENDED 30 SEPTEMBER 2024
2 Accounting policies
continued
Trade and other receivables
Trade and other receivables are
recognised initially at fair value.
Subsequent to initial recognition, they
are measured at amortised cost using
the effective interest method, less any
impairment losses. Gains and losses
are recognised in profit or loss when
the asset is derecognised, modified
or impaired. An expected credit loss
is calculated using a provision matrix
which is initially based on the Group’s
historical observed default rates
that is calibrated for changes in the
forward-looking estimates.
Cash at bank
Cash at bank comprises cash balances
and call deposits. Bank overdrafts
that are repayable on demand and
form an integral part of the Group’s
cash management are included as a
component of cash at bank.
Trust account
All ATOL protected customer monies
are held in a trust account until after the
provision of the holiday service. The trust
account is governed by a deed between
the Group, the Civil Aviation Authority Air
Travel Trustees and independent trustees
(Travel Trust Services Limited), which
determines the inflows and outflows
from the account.
All ATOL protected customer receipts
are paid into the trust account in full
before the holiday departure date. These
payments are held in the trust account
until the service is provided - for flights
on payment to the supplier and for
hotels and ancillaries on the customer’s
return from holiday. The Group therefore
does not use customer prepayments
to fund its business operations. Due to
the restrictions on accessing the funds
in the trust account, customer monies
held in the trust account are presented
separately to cash at bank.
Cash flows in respect of the trust account
are presented as operating cash flows
on the basis that they are linked to the
Group’s revenue-producing activities
as an online travel agent.
ii. Financial liabilities
Financial liabilities are classified, at initial
recognition, as financial liabilities at fair
value through profit or loss, loans and
borrowings, payables, or as derivatives
designated as hedging instruments in
an effective hedge, as appropriate.
Trade and other payables
Trade and other payables are
recognised initially at fair value and net
of directly attributable transaction costs.
Subsequent to initial recognition they
are measured at amortised cost using
the effective interest method. Gains
and losses are recognised in profit or loss
when the liabilities are derecognised
as well as through the Effective Interest
Rate ('EIR') amortisation process.
Revolving credit facility ('RCF')
Borrowings from the RCF are recognised
initially at fair value and net of directly
attributable transaction costs. After initial
recognition, the RCF is subsequently
measured at amortised cost using the
EIR method.
iii. Derivative financial instruments,
including hedge accounting
The Group enters into forward foreign
exchange contracts to manage exposure
to foreign exchange rate risk of
trade payables.
Additionally, the Group acquired
interest rate swaps in order to hedge
the interest rate risk associated with the
interest received on the Trust account.
The movement associated with this is
recognised within finance income in
the income statement.
Further details of these derivative
financial instruments are disclosed in
note 23 of these financial statements.
Such derivative financial instruments
are initially recognised at fair value on
the date on which a derivative contract
is entered into and are subsequently
remeasured at fair value.
Fair value hedges
All derivative financial instruments
are assessed against the hedge
accounting criteria set out in IFRS 9.
On initial designation of the derivative
as a hedging instrument, the Group
formally documents the relationship
between the hedging instrument and
hedged item, the Group elects to identify
the spot-element of forward contracts
as the hedging instrument.
The documentation also identifies the
hedged item, the risk management
objectives and strategy in understanding
the hedge transaction and the hedged risk,
together with the methods that will be
used to assess the effectiveness of the
hedging relationship.
The Group makes an assessment, both at
the inception of the hedge relationship as
well as on an ongoing basis, of whether the
hedging instruments are expected to be
highly effective in offsetting the changes
in the fair value of the respective hedged
items attributable to the hedged risk.
Derivatives are initially recognised at the
fair value on the date a derivative contract
is entered into and are subsequently
remeasured at each reporting date at their
fair value. The change in the fair value of
the hedging instrument is recognised in
the statement of profit or loss as other
expense. The change in the fair value
of the hedged item attributable to the
risk hedged is recorded as part of the
carrying value of the hedged item and is
also recognised in the statement of profit
or loss as other expense. The change in
the fair value of the forward element of the
forward contracts is recognised in other
comprehensive income.
Cash flow hedges
For derivatives that are designated as
cash flow hedges and where the hedge
accounting criteria are met, the effective
portion of changes in the fair value is
recognised in other comprehensive
income. For the Group the is the interest
rate swaps. The gain or loss relating
to the ineffective portion is recognised
immediately in profit or loss as part of
finance costs. Amounts accumulated in
equity are recognised in profit or loss when
the income or expense on the hedged item
is recognised in profit or loss.
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134
j) Segment reporting
IFRS 8 requires operating segments
to be reported in a manner consistent
with the internal reporting provided to
the chief operating decision maker. The
chief operating decision maker, who is
responsible for allocating resources and
assessing performance of the operating
segments, has been identified as the
management team, including the Chief
Executive Officer and Chief Financial
Officer. For management purposes, the
Group is organised into segments based
on the nature of products and services,
and information is provided to the
management team on these segments
for the purposes of resource allocation
and segment performance management
and monitoring.
In the year, Classic Collection Holidays
Limited discontinued its website, vacated
the property used for operations, and made
a number of redundancies, transferring
all remaining assets to Classic Package
Holidays Limited. Classic Package Holidays
Limited is still considered to be a single
operating segment following this transfer.
Classic Package Holidays Limited has since
been renamed Classic Collection Holdings
Limited, and is referred to throughout as
“Classic Collection”. See note 10 for details
of discontinued operations.
The management team considers there
to be two reportable segments:
(i) “OTB” – activity via UK websites as a
B2C trader (www.onthebeach.co.uk,
www.sunshine.co.uk and
www.onthebeachtransfers.co.uk)
(ii) “Classic Collection” – activity
via the Classic Collection online
business to business portal as a
B2B trader (www.classiccollection.
co.uk)
k) Revenue recognition
IFRS 15 Revenue from Contracts with
Customers is a principle-based model
of recognising revenue from customer
contracts. It has a five-step model that
requires revenue to be recognised
when control over goods and services
are transferred to the customer. The
standard requires the Group to exercise
judgement, taking into consideration all
of the relevant facts and circumstances
when applying each step of the model
to contracts with their customers.
The following paragraphs describes the
types of contracts, when performance
obligations are satisfied, and the timing
of revenue recognition. Further details
of the disaggregation of revenue
are disclosed in note 4 of these
financial statements.
As agent:
The Group acts as agent when it is not the
primary party responsible for providing the
components that make up the customer’s
booking and it does not control the
components before they are transferred
to customers. Revenue comprises the
fair value of the consideration received
or receivable in the form of commission.
Service fees/commissions are earned
through purchases from customers of
travel products such as flight tickets
or hotel accommodation from third-
party suppliers. Revenue in the form of
commission or service fees is recognised
when the performance obligation of
arranging and facilitating the customer
to enter into individual contracts with
suppliers is satisfied, usually on delivery
of the booking confirmation.
Given the level of cancellations the
Group has experienced, the commission
is considered to represent variable
consideration and the transaction price
of commission income determined using
the expected value method, such that
revenue is recognised only to the extent
that it is highly probable that there will
not be a significant reversal of revenue
recognised in future periods. The sum of
the range of probabilities of cancellations
in different scenarios based on historical
trends and best estimate of future
expectations is used to calculate the
extent to which the variable consideration
is reduced and a corresponding refund
liability (presented as a cancellation
provision) recognised in provisions.
See note 17 for more information.
Revenue earned from sales through
the OTB segment are stated net.
Revenue earned from sales through
Classic Collection are stated net, with
the commission payable to agents
recognised in the cost of sales.
As principal:
The Group acts as principal when it is the
primary party responsible for providing the
components that make up the customer’s
booking and it controls the components
before transferring to the customer.
Revenue represents amounts received
or receivable for the sale of package
holidays and other services supplied to
the customers. Revenue is recognised
when the performance obligation of
delivering an integrated package holiday
is satisfied, usually over the duration of
the holiday.
Revenue is stated net of discounts,
rebates, refunds and value added tax.
Following the cessation of operations
for Classic Collection Holidays on 30
September 2024, all principal revenue
for the year is recognised within
discontinued operations, see note 10
for more details.
l) Override income
The Group has agreements with suppliers
which give rise to rebate income. This
income relates to segments where
revenue is accounted for on an agent
basis, therefore the income received
from suppliers relates to reduction in
cost of sales (corresponding increase
in commission received), and as such is
considered part of the Group’s net revenue,
for the year ended 30 September 2024
override income was £8.5m (FY23: £5.5m).
The Group has some agreements whereby
receipt of the income is conditional on the
Group achieving agreed volume targets.
For agreements not linked to volume
targets, override income is recognised
when earned by the Group, which occurs
when all obligations conditional for
earning income have been discharged,
and the income can be measured reliably
based on the terms of the contract, which
is usually once the booking has been
confirmed with the supplier.
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135
Governance Financial StatementsOverview Strategic Report
Notes to the Consolidated Financial Statements continued
YEAR ENDED 30 SEPTEMBER 2024
2 Accounting policies
continued
For agreements where volume targets
are in place, income is recognised once
the target has been achieved. For volume
targets which span the year end, the
Group is required to make estimates in
determining the amount and timing of
recognition of override. In determining
the amount of volume-related allowances
recognised in any period, management
estimate the probability that the Group will
meet contractual target volumes, based on
current and forecast performance.
Amounts due but not yet recovered
relating to override income are recognised
within trade and other receivables.
m) Business combinations
All business combinations are accounted
for by applying the acquisition method.
Business combinations are accounted
for using the acquisition method as at
the acquisition date, which is the date on
which control is transferred to the Group.
For acquisitions, the Group measures
goodwill at the acquisition date as:
• the fair value of the consideration
transferred; plus
• the recognised amount of any
non-controlling interests in the
acquiree; plus
• the fair value of the existing equity
interest in the acquiree; less
• the net recognised amount (generally
fair value) of the identifiable assets
acquired and liabilities assumed.
Costs related to the acquisition, other
than those associated with the issue of
debt or equity securities, are expensed
as incurred. Any contingent consideration
payable is recognised at fair value at
the acquisition date. If the contingent
consideration is classified as equity, it
is not remeasured and settlement is
accounted for within equity. Otherwise,
subsequent changes to the fair value
of the contingent consideration are
recognised in the income statement.
n) Property, plant and equipment
Property, plant and equipment are stated
at cost less accumulated depreciation
and accumulated impairment losses.
Depreciation is charged to the income
statement on a straight-line basis over
the estimated useful lives of each part of
an item of property, plant and equipment.
Land is not depreciated. The estimated
useful lives are as follows:
Fixtures, fittings
and equipment
3–10 years
Buildings freehold 50 years
Depreciation methods, useful lives and
residual values are reviewed at each
balance sheet date.
The gain or loss arising on the disposal
or retirement of an asset is determined
as the difference between the sales
proceeds and the carrying amount
of the asset and is recognised in
administrative expenses.
o) Intangible assets
i. Research and development
Expenditure on research activities is
recognised in the income statement as
an expense as incurred. Expenditure
on development activities directly
attributable to the design and testing of
identifiable and unique software products
are capitalised if the product or process
meet the following criteria:
• the completion of the development is
technically and commercially feasible
to complete;
• adequate technical resources
are sufficiently available to
complete development;
• it can be demonstrated that future
economic benefits are probable; and
• the expenditure attributable
to the development can be
measured reliably.
Development activities involve a plan
or design for the production of new
or substantially improved products or
processes. Directly attributable costs that
are capitalised as part of the software
product, website or system include
employee costs. Other development
expenditures that do not meet these
criteria as well as ongoing maintenance
are recognised as an expense as incurred.
Development costs for software,
websites and systems are carried at cost
less accumulated amortisation and are
amortised over their useful lives (not
exceeding three years) at the point in
which they come into use.
ii. Software licences and domain names
Acquired intangible assets are capitalised
at the cost necessary to bring the asset
to its working condition. The Group
has applied the guidance published
by the IFRS Interpretations Committee
('IFRIC') in respect of cloud computing
arrangements. The guidance requires
that cloud computing arrangements are
reviewed to determine if they are within
the scope of IAS 38 Intangible Assets,
IFRS 16 Leases, or a service contract.
This is to determine if the Group has
control of the software intangible asset.
Control is assumed if the Group has the
right to take possession of the software
and run it on its own or a third party’s
computer infrastructure or if the Group
has exclusive rights to use the software
whereby the supplier cannot make the
software available to other customers.
Costs for software licences and
domain names are carried at cost less
accumulated amortisation and are
amortised over their useful lives at the
point in which they come into use.
iii. Brand
Upon acquisition of the Group, the On
the Beach brand was identified as a
separately identifiable asset. Acquisitions
of Sunshine.co.uk and Classic Collection
Holidays Limited resulted in the brand
of each being identified and recognised
separately from goodwill at fair value.
iv. Amortisation
Amortisation is charged to the income
statement on a straight-line basis over
the estimated useful lives of intangible
assets unless such lives are indefinite.
Intangible assets with an indefinite useful
life and goodwill are systematically
tested for impairment at each balance
sheet date. Other intangible assets
are amortised from the date they
are available for use.
On the Beach Group plc Annual Report and Accounts 2024
136
The estimated useful lives are as follows:
Website technology: 10 years
Website &
development costs: 3 years
Brand: 10–15 years
Agent relationships: 15 years
Customer relationships: 5 years
v. Customer and agent relationships
Upon the acquisition of Classic Collection
Holidays Limited, customer relationships
were identified as a separately
identifiable assets. Classic Collection’s
revenue is driven by a very high volume
of repeat customers due to its bespoke
holiday packages and the target market.
Repeat customers are from two broad
segments - independent travel agents
and direct customers and individuals
booking directly. There is a defined
margin and attrition profile differential
between the two customer groups and as
such two separate assets were identified.
p) Impairment of non-
financial assets
At each balance sheet 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).
Where the asset does not generate
cash flows that are independent from
other assets, the Group estimates
the recoverable amount of the cash
generating unit to which the asset
belongs. The recoverable amount of
an asset or cash generating unit is the
greater of its value in use and its fair
value less costs to sell.
Goodwill is required to be tested for
impairment annually, or more frequently
where there is an indication that the
goodwill may be impaired. The goodwill
acquired in a business combination, for the
purpose of impairment testing, is allocated
to cash generating units, or ('CGU').
Subject to an operating segment
ceiling test, for the purposes of goodwill
impairment testing, CGUs to which goodwill
has been allocated are aggregated so
that the level at which impairment is
tested reflects the lowest level at which
goodwill is monitored for internal reporting
purposes. Goodwill acquired in a business
combination is allocated to groups of
CGUs that are expected to benefit from
the synergies of the combination.
In assessing value in use, the estimated
future cash flows are discounted to
their present value using a pre-tax
discount rate that reflects current market
assessments of the time value of money
and the risks specific to the asset. For
the purpose of impairment testing, assets
that cannot be tested individually are
grouped together into the smallest group
of assets that generates cash inflows
from continuing use that are largely
independent of the cash inflows of other
assets or groups of assets (the “cash-
generating unit”).
An impairment loss is recognised if
the carrying amount of an asset or its
CGU exceeds its estimated recoverable
amount. Impairment losses are
recognised in profit or loss. Impairment
losses recognised in respect of CGUs
are allocated first to reduce the carrying
amount of any goodwill allocated to the
units, and then to reduce the carrying
amounts of the other assets in the unit
(group of units) on a prorata basis.
q) Leases
The Group assesses at contract inception
whether a contract is, or contains, a
lease. That is, if the contract conveys the
right to control the use of an identified
asset for a period of time in exchange
for consideration.
Group as a lessee
The Group applies a single recognition
and measurement approach for all
leases, except for short-term leases
and leases of low-value assets. The
Group recognises lease liabilities to
make lease payments and right-of-use
assets representing the right to use the
underlying assets.
i) Right-of-use assets
The Group recognises right-of-use
assets at the commencement date of
the lease (ie, the date the underlying
asset is available for use). Right-of-
use assets are measured at cost, less
any accumulated depreciation and
impairment losses, and adjusted for
any remeasurement of lease liabilities.
The cost of right-of-use assets
includes the amount of lease liabilities
recognised, initial direct costs incurred,
and lease payments made at or
before the commencement date less
any lease incentives received. The
recognised right-of-use assets are
depreciated on a straight-line basis
over the shorter of the lease term and
the estimated useful lives of the assets,
as follows:
Buildings 10 years
IT equipment 3–5 years
The right-of-use assets are also
subject to impairment. The Group’s
right-of-use assets are included as a
separate category in property, plant
and equipment.
ii) Lease liabilities
At the commencement date of the lease,
the Group recognises lease liabilities
measured at the present value of lease
payments to be made over the lease
term. In calculating the present value
of lease payments, the Group uses
the incremental borrowing rate at the
lease commencement date where the
interest rate implicit in the lease is not
readily determinable.
After the commencement date, the
amount of lease liabilities is increased
to reflect the accretion of interest and
reduced for the lease payments made.
In addition, the carrying amount of lease
liabilities is remeasured if there is a
modification, a change in the lease term,
a change in the lease payments (eg,
changes to future payments resulting
from a change in an index or rate used
to determine such lease payments) or a
change in the assessment of an option
to purchase the underlying asset.
The Group’s lease liabilities are
included in trade and other payables.
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137
Governance Financial StatementsOverview Strategic Report
Notes to the Consolidated Financial Statements continued
YEAR ENDED 30 SEPTEMBER 2024
2 Accounting policies
continued
r) Employee benefits
i. Pension scheme
The Group operates a defined
contribution pension scheme. A
defined contribution scheme is a post-
employment benefit plan under which the
Company pays fixed contributions into
a separate entity and will have no legal
or constructive obligation to pay further
amounts. Obligations for contributions to
defined contribution pension plans are
recognised as an expense in the income
statement in the years during which
services are rendered by employees.
ii. Share-based payment transactions
Employees (including senior executives)
of the Group receive remuneration in
the form of share-based payments,
whereby employees render services
as consideration for equity instruments
(equity-settled transactions).
Equity-settled transactions
The cost of equity-settled transactions
is determined by the fair value at the
date when the grant is made using an
appropriate valuation model, further
details of which are given in note 24.
That cost is recognised in employee
benefits expense (note 7a), together
with a corresponding increase in equity
(other capital reserves), over the period in
which the service and, where applicable,
the performance conditions are fulfilled
(the vesting period). The cumulative
expense recognised for equity-settled
transactions at each reporting date until
the vesting date reflects the extent to
which the vesting period has expired
and the Group’s best estimate of the
number of equity instruments that will
ultimately vest. The expense or credit in
the statement of profit or loss for a period
represents the movement in cumulative
expense recognised as at the beginning
and end of that period.
Service and non-market performance
conditions are not taken into account
when determining the grant date fair
value of awards, but the likelihood of
the conditions being met is assessed
as part of the Group’s best estimate of
the number of equity instruments that
will ultimately vest. Market performance
conditions are reflected within the grant
date fair value. Any other conditions
attached to an award, but without an
associated service requirement, are
considered to be non-vesting conditions.
Non-vesting conditions are reflected in
the fair value of an award and lead to
an immediate expensing of an award
unless there are also service and/or
performance conditions.
No expense is recognised for awards
that do not ultimately vest because
non-market performance and/or service
conditions have not been met. Where
awards include a market or non-vesting
condition, the transactions are treated as
vested irrespective of whether the market
or non-vesting condition is satisfied,
provided that all other performance and/
or service conditions are satisfied.
The dilutive effect of outstanding options
is reflected as additional share dilution in
the computation of diluted earnings per
share (further details are given in note 11).
s) Financing income and expenses
Financing expenses comprises interest
payable and interest on lease liabilities
recognised in profit or loss using the
effective interest method, unwinding
of the discount on provisions, and
net foreign exchange losses that are
recognised in the income statement
(see foreign currency accounting policy).
Financing income comprises interest
receivable on funds invested. Finance
income is shown net of movements in the
interest rate swaps held.
Interest income and interest payable is
recognised in profit or loss as it accrues,
using the effective interest method.
Foreign currency gains and losses are
reported on a net basis.
t) Exceptional items
Exceptional items are material items of
income and expense which, because of
the nature and expected infrequency of
events giving rise to them, merit separate
presentation to allow shareholders
to understand better the elements of
financial performance in the year, so
as to facilitate comparison with prior
years and to assess better trends in
financial performance.
u) Taxation
Tax on the profit or loss for the year
comprises current and deferred tax. Tax
is recognised in the income statement
except to the extent that it relates to
items recognised directly in equity, in
which case it is recognised in equity.
Current tax is the expected tax payable
or receivable on the taxable income or
loss for the year, using tax rates enacted
or substantively enacted at the balance
sheet date, and any adjustment to tax
payable in respect of previous years.
Deferred tax is provided on temporary
differences between the carrying
amounts of assets and liabilities for
financial reporting purposes and the
amounts used for taxation purposes. The
following temporary differences are not
provided for: the initial recognition of
goodwill; the initial recognition of assets
or liabilities that affect neither accounting
nor taxable profit other than in a business
combination, and differences relating to
investments in subsidiaries to the extent
that they will probably not reverse in the
foreseeable future.
A deferred tax asset is recognised only
to the extent that it is probable that future
taxable profits will be available against
which the temporary difference can
be utilised.
On the Beach Group plc Annual Report and Accounts 2024
138
v) Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable
to the issue of new shares are shown in
equity as a deduction from the proceeds.
w) Share premium and
other reserves
The amount subscribed for the Ordinary
Shares in excess of the nominal value of
these new shares is recorded in “share
premium”. The amount subscribed for
the preference shares in excess of the
nominal value of these new preference
shares is recorded in “other reserves”.
Costs that directly relate to the issue
of Ordinary Shares are deducted from
share premium net of corporation tax.
The merger reserve represents the
amount subscribed for the Ordinary
Shares in excess of the nominal value
of the shares issued in exchange for
the acquisition of subsidiaries.
x) Earnings per share
The Group presents basic and diluted
earnings per share ('EPS') data for its
Ordinary Shares. Basic EPS is calculated
by dividing the profit attributable to
Ordinary Shareholders by the weighted
average number of Ordinary Shares
outstanding during the period. For diluted
EPS, the weighted average number of
Ordinary Shares is adjusted to assume
conversion of all dilutive potential
Ordinary Shares.
y) Capital management
The Group’s objectives when managing
capital are to safeguard the Group’s
ability to continue as a going concern in
order to provide returns for shareholders
and benefits for other stakeholders and
to maintain an optimal capital structure
to reduce the cost of capital. In order to
maintain or adjust the capital structure,
the Group may adjust the amount of
dividends paid to shareholders, return
capital to shareholders, issue new shares
or sell assets to reduce debt.
z) Provisions
A provision is recognised in the balance
sheet when the Group has a present
legal or constructive obligation as a
result of a past event, that can be reliably
measured and it is probable that an
outflow of economic benefits will be
required to settle the obligation.
The Group recognises a refund liability
(presented as a cancellation provision)
for the commission that is considered to
represent variable consideration due to
the risk that a booking may be cancelled
(see note 2k).
aa) Non-statutory measures
One of the Group’s KPIs is adjusted profit
before tax. When reviewing profitability,
the Directors use an adjusted profit
before taxation ('PBT') in order to give
a meaningful year-on-year comparison.
Whilst we recognise that the measure is
an alternative (non-Generally Accepted
Accounting Principles ('non-GAAP'))
performance measure which is also
not defined within IFRS, this measure
is important and should be considered
alongside the IFRS measures.
Adjusted PBT is calculated by adjusting
for material items of income and
expenditure where because of the
nature and expected infrequency of
events giving rise to them, merit separate
presentation to allow shareholders a
better understanding of the financial
performance in the period. These
adjustments include amortisation of
acquired intangibles and exceptional
items. In addition, share-based payments
charge is excluded in order to provide
comparability to prior periods due to
fluctuations in the charge.
3 Critical accounting estimates
and judgements
The Group’s accounting policies have
been set by management. The application
of these accounting policies to specific
scenarios requires reasonable estimates
and assumptions to be made concerning
the future. These are continually evaluated
based on historical experience and
expectations of future events.
The resulting accounting estimates will,
by definition, seldom equal the related
actual results. Under IFRS, estimates or
judgements are considered critical where
they involve a significant risk of causing
a material adjustment to the carrying
amounts of assets and liabilities from
period to period.
This may be because the estimate or
judgement involves matters which are
highly uncertain or because different
estimation methods or assumptions could
reasonably have been used.
Critical accounting judgements
Revenue from contracts with customers
The Group applied the following key
judgements on the agent vs principal
status of each segment as well as the
number of performance objections
in each.
Agent vs principal
Determining whether an entity is acting
as a principal or as an agent requires
judgement and has a significant effect
on the timing and amount (gross or net
basis) of revenue by the Group. As an
agent, revenue is recognised at the point
of booking on a net basis. As a principal,
revenue is recognised on a gross basis
over the duration of the holiday.
In accordance with IFRS 15, revenue for
the OTB and Classic Collection segments
is recognised as an agent on the basis
that the performance obligation is to
arrange for another entity to provide
the goods or services. This assessment
has given consideration that there is no
inventory risk and limited discretion in
establishing prices.
On the Beach Group plc Annual Report and Accounts 2024
139
Governance Financial StatementsOverview Strategic Report
Notes to the Consolidated Financial Statements continued
YEAR ENDED 30 SEPTEMBER 2024
3 Critical accounting estimates
and judgements continued
Performance obligations
Revenue in the OTB and Classic
Collection segments is recognised based
on there being a single performance
obligation to at the point of booking. This
is to arrange and facilitate the customer
entering into individual contracts with
principal suppliers providing holiday
related services including flights,
hotels and transfers. For the OTB and
Classic Collection segments, there is
not a significant integration service and
responsibility for providing the services
remains with the principal suppliers.
The Group has concluded that under
IFRS 15 for revenue in the former CCH
segment, a package holiday constitutes
the delivery of one distinct performance
obligation which includes flights,
accommodation, transfers and other
holiday-related services. In formulating
this conclusion, management has
assessed that it provides a significant
integration service to collate all of
the elements within a customer’s
specification to produce one integrated
package holiday. Management has
further analysed the recognition profile
and concluded that under IFRS 15,
revenue and corresponding cost of sales
should be recognised over the period a
customer is on holiday.
Following the cessation of operations
for Classic Collection Holidays on 30
September 2024, all principal revenue
for the year is recognised within
discontinued operations, see note 10 for
more details.
Capitalised website development costs
Determining the amounts to be
capitalised involves judgement and is
dependent upon the nature of the related
development; namely whether it is capital
(as relating to the enhancement of the
website) or expenditure (as relating to the
ongoing maintenance of the website) in
nature. In order to capitalise a project, the
key judgement management has made
is in determining the project’s ability to
produce future economic benefits.
In the year ending 30 September 2024,
the proportion of development costs
that have been capitalised is in line with
prior year as the development team are
focusing on key strategic development
objectives. Management has assessed
each project to determine whether the
project is technically feasible, intended to
be completed and used, whether there
is available resources to complete it and
whether there is probable economic
benefits from each project.
Discontinued operations
On 11 March 2024, the Board made the
decision to cease the Classic Collection
Holidays operation and to not attempt
to sell the business. Management
determined that on abandonment
of Classic Collection Holidays on 30
September 2024, the operation should
be presented as a discontinued operation
due to a number of factors including the
different nature of cash flows expected
to arise and revenue expected to be
recognised from the cessation of the
Classic Collection Holidays operation.
By presenting Classic Collection
Holidays as a discontinued operation,
Management believes that the
presentation of the Income Statement
is more aligned to the ongoing and
anticipated recurring cash flows and
revenue recognised by the business in
the restructured operating model.
The following factors were considered to
classify the operation as discontinued:
• Key dates of decisions and actions
taken in relation to abandoning the
operation including the redundancy
of staff, vacating the property from
which the operation was ran and
subsequently putting the property up
for sale.
• The distinction between the
two Classic Package and Classic
Collection CGU’s in terms
of location, operating teams
and expected cashflows.
As noted above Classic Collection
Holidays has been classified as
discontinued operations, therefore as
there is no future expected cashflows, the
goodwill of £4.6m has been written off.
Critical accounting estimates
Expected Credit Losses ('ECL')
The Group’s estimation of credit risk
relating to customer repayments of debt is
inherently uncertain and subject to degree
of judgement. Further information on the
Group’s credit risk management practices
and risk exposures are outlined in the risk
management section on page 54.
The ECL provision is calculated using
two years of historical default rates
following financial years impacted
by COVID-19, which are compared
to forecasted revenue projections to
calculate the expected liability. Two years
is considered to be a suitable period to
use for estimation as this more accurately
reflects current events when compared
to period prior to, or during the effects
of COVID-19. These results are adjusted
for the expected effect of cost of living,
as well as inflation. The calculation is
updated at each reporting date. The
origination, measurement and release
of material judgemental adjustments are
subject to further analysis and challenge
through the Group’s accounting
judgement review process before
ultimate being presented to the Group’s
Audit Committee.
Estimation uncertainty arises on the
forecasted bookings, effects of the
cost of living and inflation adjustments.
These estimations are subject to
challenge by the Board of Directors, as
well as the Audit Committee to ensure
that they most accurately reflect the
available information.
On the Beach Group plc Annual Report and Accounts 2024
140
4 Revenue
In line with IFRS 15, the Group is required to disaggregate its revenue to show the main drivers of its revenue streams. Revenue is
accounted for at the point the Group has satisfied its performance obligations; details of the revenue performance obligations are
set out in note 2k of these financial statements.
For the year ended 30 September 2024
OTB Classic Collection Total
£m £m £m
Total revenue before exceptional items
114.6
8.8
123.4
Exceptional recoveries**
4.6
0.2
4.8
Total revenue
119.2
9.0
128.2
For the year ended 30 September 2023*
OTB Classic Collection Total
£m £m £m
Total revenue before exceptional items
106.9
6.0
112.9
Fair value FX gains
(0.8)
–
(0.8)
Total revenue
106.1
6.0
112.1
* Revenue for the year ended 30 September 2023 has been restated to exclude the results of discontinued operation included in that period (note 10).
** Exceptional recoveries relate to refunds from airlines for cancelled flights during COVID-19. Previously, exceptional cancellations related to these flights were
provided for against, which have now been released.
In the year, Classic Collection Holidays Limited discontinued its website, vacated the property used for operations, and made
a number of redundancies, transferring all remaining assets to Classic Package Holidays Limited (see note 10). Upon transfer,
operations have been streamlined for Classic Collection Holidays and Classic Package Holidays to operate under a single CGU,
“Classic Collection”.
Details of receivables arising from contracts with customers are set out in note 15.
5 Segmental report
As explained in note 2j, the management team considers the reportable segments to be ‘‘OTB’’ and “Classic Collection”.
All segment revenue, operating profit assets and liabilities are attributable to the Group from its principal activities.
OTB and Classic Collection recognise revenue as agent on a net basis.
The Group’s Chief Operating Decision Maker ('CODM') is its executive board and it monitors the performance of these operating
segments as well as deciding on the allocation of resources to them based on divisional level financial reports. Segmental
performance is monitored using adjusted segment operating results.
In the year, Classic Collection Holidays Limited discontinued its website, vacated the property used for operations, and made a
number of redundancies, transferring all remaining assets to Classic Package Holidays Limited. Classic Package Holidays Limited
is still considered to be a single operating segment following this transfer. Classic Package Holidays Limited has since been
renamed Classic Collection Holdings Limited, and is referred to throughout as “Classic Collection”. For further details on the
discontinued operations see note 10.
On the Beach Group plc Annual Report and Accounts 2024
141
Governance Financial StatementsOverview Strategic Report
Notes to the Consolidated Financial Statements continued
YEAR ENDED 30 SEPTEMBER 2024
5 Segmental report continued
2024
2023*
Classic Classic
OTB Collection Total OTB Collection Total
£m £m £m £m £m £m
Revenue
Revenue
119.2
9.0
128.2
106.1
6.0
112.1
Exceptional recoveries**
(4.6)
(0.2)
(4.8)
–
–
–
Fair value FX losses
–
–
–
0.8
–
0.8
Adjusted Revenue
114.6
8.8
123.4
106.9
6.0
112.9
Cost of sales
–
(4.8)
(4.8)
–
(3.7)
(3.7)
Expected credit losses
(1.7)
–
(1.7)
(1.9)
(0.1)
(2.0)
Adjusted Gross Profit
112.9
4.0
116.9
105.0
2.2
107.2
Marketing
(40.0)
(0.1)
(40.1)
(38.8)
(0.5)
(39.3)
Staff costs (excluding share based payments)
(20.9)
(0.7)
(21.6)
(20.6)
(0.6)
(21.2)
Other administrative expenses
(15.7)
(1.5)
(17.2)
(13.5)
(1.0)
(14.5)
Adjusted EBITDA
36.3
1.7
38.0
32.1
0.1
32.2
Share-based charge
(2.2)
(0.1)
(2.3)
(1.1)
–
(1.1)
Exceptional items
0.4
0.2
0.6
(3.3)
–
(3.3)
Fair value FX losses
–
–
–
(0.8)
–
(0.8)
EBITDA
34.5
1.8
36.3
26.9
0.1
27.0
Depreciation and amortisation
(14.4)
(0.7)
(15.1)
(14.1)
(0.9)
(15.0)
Group operating profit
20.1
1.1
21.2
12.8
(0.8)
12.0
Finance costs
(2.4)
(1.5)
Finance income
7.7
3.9
Profit before taxation
26.5
14.4
Non-current assets
Goodwill
31.6
4.0
35.6
31.6
4.0
35.6
Other intangible assets***
25.5
5.1
30.6
27.9
5.8
33.7
Property, plant and equipment
3.6
–
3.6
5.5
–
5.5
* The results for the year ended 30 September 2023 has been restated to exclude the results of discontinued operation included in that period (note 10).
** Exceptional recoveries relate to refunds from airlines for cancelled flights during COVID-19. Previously, exceptional cancellations related to these flights were
provided for against, which have now been released.
*** Acquired intangibles previously recognised in under the discontinued operations have been recognised in Classic Collection, as these relate to continuing
operations. Please see note 12 for details.
On the Beach Group plc Annual Report and Accounts 2024
142
6 Operating profit
a) Operating expenses from continuing operations
Expenses by nature including exceptional items and amortisation of intangible assets:
2024 2023*
£m £m
Marketing
40.1
39.3
Depreciation
2.1
2.4
Staff costs (including share-based payments)
23.9
22.4
IT hosting, licences & support
5.8
5.6
Office expenses
0.6
0.7
Credit/debit card charges
4.8
3.9
Insurance
1.9
1.7
Professional services
0.9
1.0
Other
3.2
1.5
Administrative expenses before exceptional items & amortisation of intangible assets
83.3
78.5
Exceptional items
4.2
3.3
Amortisation of intangible assets
13.0
12.6
Exceptional items and amortisation of intangible assets
17.2
15.9
Administrative expenses
100.5
94.4
* The prior period is restated for the effects of discontinued operations (see note 10).
Other expenses in the year ended 30 September 2024 include £0.4m of bonding fees, £0.2m recruitment fees, £0.2m of staff
training and £0.4m of staff travel expenses.
b) Exceptional items
Exceptional items in the year ended 30 September 2024 of £4.2m represents £3.9m of non-trade legal and professional fees
relating to litigation and £0.3m of restructuring costs which derive from events or transactions that fall outside of the normal
activities of the Group.
Exceptional items in the year ended 30 September 2023 of £3.3m represents £2.0m of non-trade legal and professional fees
relating to ongoing litigation and £1.3m of restructuring costs as a result of the consolidation of certain Group functions.
Exceptional recoveries of £4.8m relate to refunds from airlines for cancelled flights during COVID-19. Previously, exceptional
cancellations related to these flights were provided for against, which have now been released.
c) Services provided by the Company auditor
During the year, the Group obtained the following services from the operating company’s auditor.
2024 2023
£m £m
Audit of the Parent Company financial statements
0.1
0.1
Amounts receivable by the Company’s auditor and its associated in respect of:
– Audit of financial statements of subsidiaries pursuant to legislation
0.4
0.4
0.5
0.5
On the Beach Group plc Annual Report and Accounts 2024
143
Governance Financial StatementsOverview Strategic Report
Notes to the Consolidated Financial Statements continued
YEAR ENDED 30 SEPTEMBER 2024
6 Operating profit continued
d) Adjusted profit before tax
Management measures the overall performance of the Group by reference to Adjusted profit before tax, a non-GAAP measure as
it gives a meaningful year-on-year comparison of the Group’s performance:
Restated*
2024 2023
£m £m
Profit before taxation
26.5
14.4
Exceptional items
(0.6)
3.3
Fair value FX losses/(gains)
–
0.8
Amortisation of acquired intangibles**
2.8
5.2
Share-based payments charge***
2.3
1.1
Adjusted profit before tax
31.0
24.8
* The prior period is restated for the effects of discontinued operations (see note 10).
** These charges relate to amortisation of brand, website technology and customer relationships recognised on the acquisition of subsidiaries and are added back
as they are inherently linked to historical acquisitions of businesses.
*** The share-based payment charge represents the expected cost of shares vesting under the Group’s Long-Term Incentive Plan. The share-based payment charge
has increased to £2.3m (2023: £1.1m) as a result of a reduction in the number of awards in the year and the change in the expectations for non-market based
performance conditions; the year ending 30 September 2023 also included a catch-up charge following the introduction of an underpin/minimum award. These
charges are added back to provide comparability to prior periods due to fluctuations in the charges.
7 Employees and Directors
a) Payroll costs
The aggregate payroll costs of these persons were as follows:
Restated*
2024 2023
£m £m
Wages and salaries
26.6
26.5
Defined contribution pension cost
0.8
0.8
Social security costs
2.8
2.8
Share-based payment charge
2.3
1.1
32.5
31.2
* The prior period is restated for the effects of discontinued operations (see note 10).
Staff costs above include £8.6m (2023: £8.8m) employee costs capitalised as part of software development.
The share-based payment charge has increased to £2.3m (2023: £1.1m) as a result of an increase in the number of options awarded.
b) Employee numbers
Average monthly number of people (including Executive Directors) employed:
2024 2023*
No. No.
By reportable segment:
UK
526
522
Classic Collection
57
11
Total number of employees
583
533
* The results for the year ended 30 September 2023 has been restated to exclude the results of discontinued operation included in that period (note 10). Classic
Collection Holidays employed an average number of 148 people in the year ended 30 September 2023.
On the Beach Group plc Annual Report and Accounts 2024
144
c) Directors’ emoluments
The remuneration of Directors was as follows:
2024 2023
£m £m
Aggregate emoluments
1.5
1.8
Defined contribution pension
0.1
0.1
Share-based payment charges
0.9
0.4
Total Director remuneration
2.5
2.3
Remuneration was paid by On the Beach Limited, a subsidiary company of the Group.
The remuneration of the highest paid Director was as follows:
2024 2023
£m £m
Aggregate emoluments
0.6
0.6
Share-based payment charges
0.3
0.3
Total remuneration
0.9
0.9
d) Key management compensation
Key management comprised the eight members of the Executive team (2023: nine).
Remuneration of all key management (including Directors) was as follows:
2024 2023*
£m £m
Wages and salaries
3.5
4.2
Short-term non-monetary benefits
0.1
0.2
Share-based payment charges
1.9
1.1
Total key management
5.5
5.5
* The prior period is restated for the effects of discontinued operations (see note 10).
e) Retirement benefits
Included in pension contributions payable by the Group of £0.8m (2023: £0.8m) is £16,200 (2023: £25,800) of contributions that
the Group made to a personal pension scheme in relation to one Executive Director.
8 Finance income and finance costs
a) Finance costs
2024 2023
£m £m
Revolving credit facility interest/fees
2.3
1.3
Interest on lease liabilities
0.1
0.2
Finance costs
2.4
1.5
b) Finance income
Restated*
2024 2023
£m £m
Bank interest receivable
7.8
3.9
Loss on interest rate swaps
(0.1)
–
Finance income
7.7
3.9
* The prior period is restated for the effects of discontinued operations (see note 10), prior year included £0.2m of finance income related to discontinued operations.
On the Beach Group plc Annual Report and Accounts 2024
145
Governance Financial StatementsOverview Strategic Report
Notes to the Consolidated Financial Statements continued
YEAR ENDED 30 SEPTEMBER 2024
9 Taxation
2024 2023*
£m £m
Current tax on profit for the year
3.3
1.8
Adjustments in respect of prior years
(0.1)
(0.1)
Total current tax
3.2
1.7
Deferred tax on profits for the year
Origination and reversal of temporary differences
3.3
1.0
Adjustments in respect of prior years
(0.2)
(0.2)
Total deferred tax
3.1
0.8
Total tax charge
6.3
2.5
The differences between the total taxation shown above and the amount calculated by applying the standard UK corporation
taxation rate to the profit before taxation on continuing operating are as follows.
2024 2023*
£m £m
Profit on ordinary activities before tax
26.5
11.9
Profit on ordinary activities multiplied by the effective rate of corporation tax of 25% (2023: 22%)
6.6
2.8
Effects of:
Impact of difference in current and deferred tax rates
–
(0.5)
Adjustments in respect of prior years
(0.3)
(0.3)
Expenses not deductible
–
0.5
Total taxation charge
6.3
2.5
The tax charge for the year is based on the effective rate of corporation tax for the period of 25% (2023: 22%). An increase in the
UK corporation rate from 19% to 25% (effective from 1 April 2023) was substantively enacted on 24 May 2021. The deferred tax
assets and liabilities at 30 September 2024 have been calculated based on these rates.
* The prior period is restated for the effects of discontinued operations (see note 10).
10 Loss from discontinued operations
Classic Collection Holidays Limited
On 11 March 2024, the Board made the decision to cease the Classic Collection Holidays operation and to not attempt to sell
the business. In the year, Classic Collection Holidays Limited discontinued its website, vacated the property used for operations,
and made a number of redundancies, transferring all remaining assets to Classic Package Holidays. Upon transfer, operations
have been streamlined for Classic Collection Holidays and Classic Package Holidays to operate under a single CGU, “Classic
Collection”. The comparative figures have been restated to show separately the results of the discontinued operation included in
that period. The “CCH” segment is no longer presented in the segment note.
After a review of IFRS 5 (Non-current Assets Held for Sale and Discontinued Operations) management believe that the
discontinuation of Classic Collection Holidays operations merits disclosure for the following reasons:
• The Classic Collection Holidays operation represented a separate major line of business, treated by management as an
operating segment and was reported separately within the CFO report and segmental reporting. Classic Collection Holidays
provided personalised holiday packages on a principal basis with dedicated teams responsible for the fulfilment, sales and
marketing. Classic Collection Holidays was treated by management as a separate operating segment to Classic Package
Holidays due to the terms that bookings are made under and operational differences in fulfilling the bookings.
• The majority of the contact centre team were made redundant, and the property used for the CGU’s operation was vacated on
13 May 2024 and was put up for sale on 22 July 2024. The remaining 57 members of staff transferred to Classic Package from
1st July 2024. The property is available for immediate sale and is expected to be sold by end of December 2024.
On the Beach Group plc Annual Report and Accounts 2024
146
• The Classic Collection Holidays website was switched off on 11 June 2024, no new bookings were made under Classic
Collection Holidays’ terms or on the Classic Collection Holidays booking system after this date, and the Contact Centre
responsible for fulfilling the bookings for the Classic Collection Holidays CGU was closed on 30 June 2024.
• On sale to Classic Package Holidays, all forward order bookings were transferred and followed a re-booking process under
Classic Package Holidays’ terms, as such Classic Collection Holidays will no longer be an identifiable CGU or operating
segment and a single CGU will be in place for Classic Package Holidays.
• Whilst the re-booking process commenced, any bookings that remained on a principal basis were fulfilled by Classic Package
Holidays and its contact centre, due to the bookings being on a principal basis and originally booked under the Classic
Collection Holidays terms, these bookings have been included within the discontinued operations. The re-book process was
completed by the 30 September 2024 and at this point the Classic Collection Holidays operation was classified as discontinued.
2024 2023*
£m £m
Loss for the year from discontinued operations
Revenue
46.6
58.1
Cost of sales
(41.4)
(50.5)
Gross profit
5.2
7.6
Administrative expenses
(7.8)
(9.1)
Impairment of goodwill
(4.6)
–
Loss before tax
(7.2)
(1.5)
Tax
–
0.2
Loss from discontinued operations
(7.2)
(1.3)
Earnings per share
Basic EPS
(4.3p)
(0.8p)
Diluted EPS
(4.3p)
(0.8p)
Cash flows from discontinued operations
Net cash flows from operating activities
(2.4)
(1.4)
Net cash flows from investing activities 0.2 0.2
Net cash flows from discontinued operations
(2.2)
(1.2)
No impact on cash flows from financing activities.
Disposal of discontinued operations
There was a loss on disposal, the Group disposed of tangible assets with a £0.3m net book value (2023: £nil) and did not receive
proceeds for these. Assets relating to discontinued operations held for sale at 30 September 2024 are valued at £2.0m (2023:
£nil), see note 13 for more details.
On the Beach Group plc Annual Report and Accounts 2024
147
Governance Financial StatementsOverview Strategic Report
Notes to the Consolidated Financial Statements continued
YEAR ENDED 30 SEPTEMBER 2024
10 Loss from discontinued operations continued
Prior year discontinued operations – International
On 27 September 2023, the Group made the decision to cease its current operations outside of the UK. The results of
discontinued operations are analysed below. The comparative figures have been restated to show separately the results
of the discontinued operation included in that period. “International” segment is no longer presented in the segment note.
2024 2023*
£m £m
Loss for the year from discontinued operations
Revenue
–
0.9
Administrative expenses
–
(1.4)
Loss before tax
–
(0.5)
Loss from discontinued operations
–
(0.5)
Earnings per share
Basic EPS
0.0p
(0.3p)
Diluted EPS
0.0p
(0.3p)
Cash flows from discontinued operations
Net cash flows from operating activities
–
(0.5)
Net cash flows from discontinued operations
–
(0.5)
No impact on cash flows from investing or financing activities.
Disposal of discontinued operations
There was no loss on disposal, the Group disposed of intangible assets with a £nil net book value and did not receive proceeds
for these. There are no assets relating to discontinued operations held for sale at 30 September 2024.
11 Earnings per share
Basic earnings per share are calculated by dividing the profit attributable to equity holders of On the Beach Group plc by the
weighted average number of Ordinary Shares issued during the year.
Diluted earnings per share is calculated by dividing the profit attributable to equity holders of On the Beach Group plc by the
weighted average number of Ordinary Shares issued during the period plus the weighted average number of Ordinary Shares
that would be issued on the conversion of all dilutive potential Ordinary Shares into Ordinary Shares.
Adjusted basic earnings per share figures are calculated by dividing adjusted earnings after tax for the year by the weighted
average number of shares. Adjusted diluted earnings per share figures are calculated by dividing adjusted earnings after tax for
the year by the weighted average number of shares plus the weighted average number of Ordinary Shares that would be issued
on the conversion of all dilutive potential Ordinary Shares into Ordinary Shares.
On the Beach Group plc Annual Report and Accounts 2024
148
Basic weighted
average number
of Ordinary Shares Total earnings
EPS for continuing operations (m)
£m
Pence per share
Year ended 30 September 2024
Basic EPS
166.9
20.2
12.1p
Diluted EPS
169.8
20.2
11.9p
Adjusted basic EPS
166.9
23.6
14.1p
Adjusted diluted EPS
169.8
23.6
13.9p
Year ended 30 September 2023*
Basic EPS
166.5
11.9
7.2p
Diluted EPS
167.8
11.9
7.1p
Adjusted basic EPS
166.5
20.1
12.0p
Adjusted diluted EPS
167.8
20.1
12.0p
EPS for total operations
Year ended 30 September 2024
Basic EPS
166.9
13.0
7.8p
Diluted EPS
169.8
13.0
7.7p
Year ended 30 September 2023*
Basic EPS
166.5
10.1
6.1p
Diluted EPS
167.8
10.1
6.0p
* The prior period is restated for the effects of discontinued operations (see note 10).
Adjusted earnings after tax is calculated using the Group’s effective tax rate as follows:
Restated*
2024 2023
£m £m
Profit for the year after taxation
20.2
11.9
Adjustments (net of tax at the effective rate)*
Exceptional recoveries
(0.4)
2.6
Fair value FX losses
–
0.6
Amortisation of acquired intangibles
2.1
4.1
Share-based payment charges*
1.7
0.9
Adjusted earnings after tax
23.6
20.1
* The effective tax rate for the year ending 30 September 2024 was 25% (2023: 22%), see note 9 for details.
** The share-based payment charges are in relation to options which are not yet exercisable.
2024 2023
(m) (m)
Weighted average number of shares for basic earnings per share
166.9
166.5
Dilution from share options
2.9
1.3
Weighted average number of shares for diluted earnings per share
169.8
167.8
On the Beach Group plc Annual Report and Accounts 2024
149
Governance Financial StatementsOverview Strategic Report
Notes to the Consolidated Financial Statements continued
YEAR ENDED 30 SEPTEMBER 2024
12 Intangible assets
Website &
development Website Customer Agent
Brand Goodwill costs technology relationships relationships Total
£m £m £m £m £m £m £m
Cost
At 1 October 2022
35.9
40.2
31.2
22.8
2.1
4.4
136.6
Additions
–
–
12.0
–
–
–
12.0
Disposals
–
–
(0.5)
–
–
–
(0.5)
At 30 September 2023
35.9
40.2
42.7
22.8
2.1
4.4
148.1
Additions
–
–
10.3
–
–
–
10.3
Disposals
–
–
(0.4)
–
–
–
(0.4)
–
–
–
–
–
Impairment (note 10) (4.6) (4.6)
At 30 September 2024
35.9
35.6
52.6
22.8
2.1
4.4
153.4
Accumulated amortisation
At 1 October 2022
19.9
–
18.6
20.8
1.7
1.3
62.3
Charge for the year
2.5
–
7.4
2.0
0.4
0.3
12.6
Disposals
–
–
(0.5)
–
–
–
(0.5)
At 30 September 2023
22.4
–
25.5
22.8
2.1
1.6
74.4
Charge for the year
2.5
–
10.2
–
–
0.3
13.0
Disposals
–
–
(0.2)
–
–
–
(0.2)
At 30 September 2024
24.9
–
35.5
22.8
2.1
1.9
87.2
Net book amount
At 30 September 2024
11.0
35.6
17.1
–
–
2.5
66.2
At 30 September 2023
13.5
40.2
17.2
–
–
2.8
73.7
Brand
The brand intangibles assets consist of three brands which were separately identified as intangibles on the acquisition of the
respective businesses. The carrying amount of the brand intangible assets:
At At
30 September 30 September
Remaining useful 2024 2023
Brand economic life Acquisitions £m £m
On the Beach 4
On the Beach Travel Limited
7.9
10.0
Sunshine.co.uk 4
Sunshine.co.uk Limited
0.5
0.6
Classic Collection 9
Classic Collection Holidays Limited
2.6
2.9
11.0
13.5
On the Beach Group plc Annual Report and Accounts 2024
150
Goodwill
Goodwill acquired in a business combination is allocated on acquisition to the CGUs that are expected to benefit from that
business combination. The carrying amount of goodwill has been allocated as follows:
At At
30 September 30 September
2024 2023
Reportable segment
CGU
Acquisitions
£m £m
OTB
OTB
On the Beach Travel Limited
21.5
21.5
OTB
Sunshine
Sunshine.co.uk Limited
10.1
10.1
Classic Collection
Classic Collection*
Classic Collection Holidays Limited
4.0
4.0
N/A
CCH**
Classic Collection Holidays Limited
–
4.6
35.6
40.2
* Previously known as CPH CGU, following the rebrand of Classic Package, the segment is shown throughout as Classic Collection.
** Classic Collection Holidays (CCH) ceased operations on 30 September 2024, and as a result the acquired goodwill was impaired. See note 10 for details.
Impairment of goodwill
On the Beach and Sunshine are considered to be one reportable segment, as they are internally reported and managed as
one entity. Goodwill acquired through Sunshine.co.uk has been allocated to the “OTB” cash generating unit. Goodwill acquired
through the acquisition of Classic Collection Holidays Limited that is associated with the continuing operations has been allocated
to the “Classic Collection” cash generating unit, the goodwill that arose and was apportioned to the operations that have been
discontinued in the year has been considered to be impaired (see note 10 for further details on discontinued operations).
Management have determined that the brand, agent and customer relationships remain in use following the rebrand of Classic
Package Holidays to “Classic Collection”.
The Group has recognised an impairment to the goodwill for the discontinued operations of £4.6m for the year ending
30 September 2024 (2023: £nil). The group believes that the recoverable amount for the CGU has been estimated to be
£nil due to the cessation of operations.
“OTB” CGU
The Group performed its annual impairment test as at 30 September 2024 on the “OTB” cash generating unit ('CGU'). The
recoverable amount of the CGU has been determined based on the value in use calculations using cash flow projections derived
from financial budgets and projections covering a five-year period. The forecasts are then extrapolated in perpetuity based
on an estimated growth rate of 2 percent (2023: 2 percent), this being the Directors’ best estimate of the future prospects of
the business. This is deemed appropriate because the CGU is considered to be a long-term business. Management estimates
discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to
this CGU. The discount rate applied is 13.5 percent (2023: 14.6 percent).
“Classic Collection” CGU
The Group performed its annual impairment test as at 30 September 2024 on the “Classic Collection” cash generating unit
('CGU'). The recoverable amount of the CGU has been determined based on the value in use calculations using cash flow
projections derived from financial budgets and projections covering a five-year period. The forecasts are then extrapolated in
perpetuity based on an estimated growth rate of 2 percent (2023: 2 percent). This is deemed appropriate based on the Directors’
best estimate of the future prospects of the business. Management estimates discount rates using pre-tax rates that reflect
current market assessments of the time value of money and the risks specific to the CGU. The discount rate applied is 13.5
percent (2023: 14.6 percent).
In the year, Classic Collection Holidays discontinued its website, vacated the property used for operations, and made a number
of redundancies transferring all remaining assets to Classic Package Holidays (see note 10). Upon transfer, operations have been
streamlined for Classic Collection Holidays and Classic Package Holidays to operate under a single CGU, “Classic Collection”.
As a result of this, the goodwill on acquisition of Classic Collection Holidays is now impaired, as there are no expected future
cashflows. However, Classic Collection will continue to utilise the brand and relationships intangibles following the transfer, and
these are not believed to be impaired following management’s review.
Administrative expenses are dependent upon the net costs to the business of purchasing services. Expenses are based on the
current cost base of the Group adjusted for variable costs.
On the Beach Group plc Annual Report and Accounts 2024
151
Governance Financial StatementsOverview Strategic Report
Notes to the Consolidated Financial Statements continued
YEAR ENDED 30 SEPTEMBER 2024
12 Intangible assets continued
Key assumptions used in value in use calculations and sensitivity to changes in assumptions
The main assumptions on which the forecast cash flows used for the CGUs were based include:
• Consumer demand – management considered historic performance both pre-pandemic (year ending 30 September 2019)
and during the pandemic (years ending 30 September 2020 and 2021) as well as the size of the market, current market share,
competitive pressure, consumer confidence and appetite under the cost of living crisis. The Directors have used their past
experience of the business and its industry, together with their expectations of the market.
• Impact of new marketing and planned improvements on booking conversion – whilst the spend on incentives and
improvements is within the Group’s control, the impact on increasing bookings requires assessment of consumer demand
and competitive pressures using industry and market knowledge.
The calculation of value in use for all CGUs is most sensitive to the following assumptions:
• Revenue: the level of sales is based on expected customer demand, average booking values and booking conversion
however a material deterioration in consumers can lead to reduced demand for holidays as well as disruption to its operations
from unpredictable domestic and international events which can significantly impact the level of sales. A decrease in bookings
of 20% for each CGU would not result in an impairment.
• Discount rates: discount rates represent the current market assessment of the risks specific to each CGU, taking into
consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash
flow estimates. The discount rate calculation is based on the specific circumstances of the Group and its operating segments
and is derived from its weighted average cost of capital ('WACC'). A rise in the discount rate to 14.8% for all CGUs would not
result in an impairment, and is considered to be implausible.
• Growth rates used to extrapolate cash flows beyond the forecast period: the Group operates in a fast-moving
marketplace so management recognises that the speed of technological change and the possibility of new entrants can
have a significant impact on growth rate assumptions. A reduction in long-term growth rates by 10ppts for each CGU would
not result in an impairment, and is not considered plausible.
Sensitivity analysis has been completed in isolation and in combination. Management considers that no reasonably possible
changes in assumptions would reduce a CGU’s headroom to nil.
Impact of changes in customer behaviour
The Group does not consider that any CGU has been automatically impaired as a result of either the rising cost of living or
changes in customer behaviour in respect of climate related matters, with booking volumes increasing for the year ending 30
September in comparison to the prior year. All CGUs remain viable long term trade and assets, which the Group expects to
continue to generate positive cashflows. Inherent in the impairment test and sensitivity analysis is the impact of customer demand
being affected by either of these factors. The Group is satisfied that sufficient headroom exists to support the asset value.
Website and development costs
The Group capitalises development projects where they satisfy the requirements for capitalisation in accordance with the IAS 38
and expense projects that relate to ongoing maintenance and support.
Capitalised development costs are not treated as a realised loss for the purpose of determining the Company’s distributable
profits as the costs meet the conditions requiring them to be treated as an asset in accordance with IAS 38.
Additions in the year relate to the development of software and the purchase of domain names. The amortisation period for
website and development costs is three years straight line. Domain names are amortised over ten years. Amortisation has been
recognised within operating expenses.
Research and development costs that are not eligible for capitalisation have been recognised in administrative expenses in the
period incurred; in 2024 this was £1.0m (2023: £0.9m).
On the Beach Group plc Annual Report and Accounts 2024
152
13 Property, plant and equipment
Right-of-use asset
(note 17)
Fixtures, fittings IT
Freehold property* and equipment Head office equipment Total
£m £m £m £m £m
Cost
At 1 October 2022
2.3
7.4
3.6
1.5
14.8
Additions
–
0.1
–
1.0
1.1
Disposals
–
(1.4)
–
–
(1.4)
Modification of lease
–
–
0.9
–
0.9
At 1 October 2023
2.3
6.1
4.5
2.5
15.4
Additions
–
–
–
–
–
Disposals
–
(0.8)
–
–
(0.8)
Assets held for sale
(2.3)
–
–
–
(2.3)
At 30 September 2024
–
5.3
4.5
2.5
12.3
Accumulated depreciation
At 1 October 2022
0.2
3.8
1.5
0.2
5.7
Charge for the year
0.1
1.2
0.5
0.9
2.7
Disposals
–
(1.3)
–
–
(1.3)
At 1 October 2023
0.3
3.7
2.0
1.1
7.1
Charge for the year
–
0.7
0.5
0.9
2.1
Disposals
–
(0.2)
–
–
(0.2)
Assets held for sale
(0.3)
–
–
–
(0.3)
At 30 September 2024
–
4.2
2.5
2.0
8.7
Net book amount
At 30 September 2024
–
1.1
2.0
0.5
3.6
At 30 September 2023
2.0
2.4
2.5
1.4
8.3
The depreciation expense of £2.1m for the year ended 30 September 2024 and the depreciation expense of £2.7m for the year
ended 30 September 2023 have been recognised within administrative expenses.
* In the year, Classic Collection Holdings Limited discontinued its website, vacated the property used for operations, and made a number of redundancies,
transferring all remaining assets to Classic Package Holidays Limited. Included within this is the freehold property owned by CCH, which has now been made
available for sale following the transfer of assets. Any gains or losses on sale will be recognised through the income statement. There is no impairment recognised
to date.
On the Beach Group plc Annual Report and Accounts 2024
153
Governance Financial StatementsOverview Strategic Report
Notes to the Consolidated Financial Statements continued
YEAR ENDED 30 SEPTEMBER 2024
14 Investments
The Parent Company, On the Beach Group plc, is incorporated in the UK and directly holds a number of subsidiaries.
The registered address for each subsidiary is Aeroworks, 5 Adair Street, Manchester, M1 2NQ.
The table below shows details of the wholly owned subsidiaries of the Group.
Proportion of Ordinary
Subsidiary
Nature of business
Shares held by the Group
On the Beach Topco Limited*
Holding Company
100%
On the Beach Limited
Internet travel agent
100%
On the Beach Beds Limited
In-house bedbank
100%
On the Beach Bid Co Limited*
Holding Company
100%
On the Beach Travel Limited
Holding Company
100%
On the Beach Trustees Limited
Employee trust
100%
Sunshine.co.uk Limited
Internet travel agent
100%
Sunshine Abroad Limited
Dormant
100%
Classic Collection Holidays Limited**
Tour Operator
100%
Classic Collection Aviation Limited
Transport Broker
100%
Saxon House Properties Limited
Property Management
100%
Classic Collection Holdings Limited**
Travel agent
100%
* The Group undertook a project to simplify the Group structure; on 30 September 2022 On the Beach Topco Limited and On the Beach Bidco were placed into
Members Voluntary Liquidation. The Group chose to simply the Group structure to reduce duplication of processes, reduce complexity of the structure without
affecting the control of the Group’s assets and reduce additional costs associated with the subsidiaries.
** In the year, Classic Collection Holdings Limited discontinued its website, vacated the property used for operations, and made a number of redundancies,
transferring all remaining assets to Classic Package Holidays Limited. Classic Package Holidays Limited is still considered to be a single CGU following this
transfer. Classic Package Holidays Limited was renamed as Classic Collection Holdings Limited.
15 Trade and other receivables
2024 2023
£m £m
Amounts falling due within one year:
Trade receivables – net
162.8
147.4
Other receivables and prepayments
23.1
15.5
Other taxes and social security
2.5
2.4
188.4
165.3
For the year ended 30 September 2024, other receivables and prepayments includes £5.4m in respect of amounts due from
airlines as a result of cancellations, £4.2m of advanced payments to suppliers, £6.3m of overrides commissions and £4.5m of
rebates due from suppliers. The expected credit losses in respect to these balances is not material.
For the year ended 30 September 2023 , other receivables includes £1.2m receivable in respect of amounts due from airlines as
a result of supplier cancellations. Other receivables and prepayments includes £7.4m of advanced payments to suppliers, and
£6.0m of rebates due from suppliers. The expected credit losses in respect to these balances is not material.
Expected credit losses for trade receivables
Set out below is the movement in the allowance for expected credit losses of trade receivables:
2024 2023
£m £m
At 1 October 1.0 0.5
Provision for expected credit losses
1.7
2.0
Utilised in year
(1.5)
(1.5)
At 30 September
1.2
1.0
On the Beach Group plc Annual Report and Accounts 2024
154
16 Trust account
Trust accounts are restricted cash held separately and only accessible once the Trust rules are met as approved by our Trustees
and the Civil Aviation Authority, this is at the point the customer has travelled or the booking is cancelled and refunded.
For the year ended 30 September 2024, the Trust account is split between current and non-current assets. The split is achieved
by recognising the earliest point that the cash can be recognised, as either the point of the customer travelling, or the cash is
reclaimable under trust rules. Therefore, the non-current assets include cash received relating to bookings not yet travelled/not
yet reclaimable, that are due to return from holiday beyond 30 September 2025.
17 Trade, other payables and provisions
2024 2023
£m £m
Non-current
Lease liabilities (note 18)
2.1
2.6
Current
Trade payables
281.0
236.4
Accruals and other payables
22.3
17.0
Contract liabilities
0.3
5.9
Lease liabilities (note 18)
0.7
1.9
Provision
0.4
0.4
306.8
264.2
Accruals and other payables includes £13.2m (2023: £8.6m) for products or services received but not yet invoiced at the
year end date.
Contract balances
The Group acts as principal when it is the primary party responsible for providing the components that make up the customer’s
booking and it controls the components before transferring to the customer. Revenue represents amounts received or receivable
for the sale of package holidays and other services supplied to the customers. Revenue is recognised when the performance
obligation of delivering an integrated package holiday is satisfied, usually over the duration of the holiday. Revenue is stated net
of discounts, rebates, refunds and value added tax.
A contract liability is recognised if a payment is received from a customer before the Group delivers its performance obligations.
Contract liabilities are recognised as revenue when the Group delivers its performance obligations.
Set below is the amount of revenue recognised from:
2024 2023
£m £m
Amounts included in contract liabilities at the beginning of the year
5.8
6.6
Performance obligations satisfied during previous years
1.0
0.9
Provisions
2024 2023
£m £m
At 1 October 2023
0.4
0.3
Arising during the year
0.4
0.4
Utilised
(0.3)
(0.3)
Unused amounts reversed
(0.1)
–
At 30 September 2024
0.4
0.4
Current
0.4
0.4
Non-current
–
–
On the Beach Group plc Annual Report and Accounts 2024
155
Governance Financial StatementsOverview Strategic Report
Notes to the Consolidated Financial Statements continued
YEAR ENDED 30 SEPTEMBER 2024
17 Trade, other payables and provisions continued
Cancellations
A provision has been recognised in respect of expected future cancellations for supplier and customer cancellations on the
forward order book for future departures. The Group expect this provision to be utilised over the next year. The provision
is based on historical trends and best estimate of future expectation, there is inherent uncertainty in terms of the level and
timing of future cancellations, which will depend on various factors including potential supplier disruption and customer
requested cancellations.
18 Leases
The Group as a lessee
The Group has leases for its head office and IT equipment, the lease term for the building is ten years and lease terms for the IT
equipment are between three and five years. For the year ending 30 September 2023, the Group was subject to a rent review
for the lease of the building, which resulted in the revaluation of the lease liability and a corresponding increase in the right-of-
use asset. Each lease generally imposes a restriction that, unless there is a contractual right for the Group to sublet the asset to
another party, the right-of-use asset can only be used by the Group.
With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet
as a right-of-use asset and a lease liability. The Group classifies its right-of-use assets in a consistent manner to its property, plant
and equipment (see note 13).
Amounts recognised in profit or loss
The following lease-related expenses were recognised under IFRS 16 in the profit or loss:
2024 2023
£m £m
Depreciation expense of right-of-use assets
1.4
1.4
Interest expense on lease liabilities
0.1
0.2
Total amount recognised in profit or loss
1.5
1.6
Set out below are the carrying amounts of lease liabilities (included trade and other payables) and the movements during
the period:
2024 2023
£m £m
As at 1 October
4.5
3.9
Additions
–
1.0
Accretion of interest
0.1
0.2
Payments
(1.8)
(1.5)
Modification of lease
–
0.9
As at 30 September
2.8
4.5
Current (note 17)
0.7
1.9
Non-current (note 17)
2.1
2.6
The Group had total cash outflows for leases of £1.8m in 2024 (£1.5m in 2023). The above table satisfies the requirements of IAS
7.44A to present a net debt reconciliation.
On the Beach Group plc Annual Report and Accounts 2024
156
19 Borrowings
Bank facility
On 7 December 2022, the Group refinanced its credit facilities with Lloyds Bank PLC and National Westminster Bank PLC. This
included cancelling its previous facility of £50m and £25m CIBILS facility with Lloyds Bank and entering into a new facility for
£60m expiring in December 2025. The purpose of the facility is to meet the day to day working capital requirements of the Group.
At the point of refinancing there was no cash balances drawn down.
The facility agreement included the option for two one-year extensions, both of which have now been exercised. The revised
expiry date is therefore December 2027. In January 2024, the facility was increased by £25m until July 2025. The additional
facility was required to fund higher than excepted funding of our low deposit offering.
The total facility is £85m and has two elements as follows:
• £42.5m facility with Lloyds
• £42.5m facility with NatWest
The interest rate payable is equal to SONIA plus a margin. The margin contained within the facility is dependent on net leverage
ratio and the rate per annum ranges from 2.00% to 2.75% for the facility or any unpaid sum.
The terms of the facility include the following key financial covenants:
(i) that the ratio of adjusted EBITDA to net finance charges in respect of any relevant period shall not be less than 5:1; and
(ii) that the ratio of total net debt to adjusted EBITDA shall not exceed 2.5:1
The Group did not breach the covenants during the period.
The RCF is available for other credit uses including currency hedging liabilities and corporate credit cards. At 30 September
2024, the liabilities recognised in trade and other payables for the other credit uses was £11m, leaving £74m of the Lloyds/
Natwest facility available for use. Card facilities with other providers remain available for use. The amount drawn down in cash at
30 September 2024 was £nil (2023: £nil).
20 Deferred tax
Property, Losses and
Intangible plant and Share-based unused tax Tax assets/
assets equipment payments relief (liabilities)
£m £m £m £m £m
2024
Assets
–
0.2
0.8
1.9
2.9
Liabilities
(3.3)
–
–
–
(3.3)
Total
(3.3)
0.2
0.8
1.9
(0.4)
2023
Assets
–
–
0.4
6.3
6.7
Liabilities
(4.0)
(0.1)
–
–
(4.1)
Total
(4.0)
(0.1)
0.4
6.3
2.6
On the Beach Group plc Annual Report and Accounts 2024
157
Governance Financial StatementsOverview Strategic Report
Notes to the Consolidated Financial Statements continued
YEAR ENDED 30 SEPTEMBER 2024
20 Deferred tax continued
Losses and
Intangible Capital Acquired Share-based unused tax
assets allowances property payments relief Total
£m £m £m £m £m £m
30 September 2022
(5.2)
(0.1)
(0.2)
0.7
8.2
3.4
Recognised in income
1.2
0.2
–
(0.3)
(1.9)
(0.8)
Recognised in equity
–
–
–
–
–
–
30 September 2023
(4.0)
0.1
(0.2)
0.4
6.3
2.6
Recognised in income
0.7
0.1
0.2
0.3
(4.4)
(3.1)
Recognised in equity
–
–
–
0.1
–
0.1
30 September 2024
(3.3)
0.2
–
0.8
1.9
(0.4)
The deferred tax liability includes an amount of £1.9m (2023: £6.3m) which relates to carried forward tax losses. Deferred tax
assets are recognised for tax losses carried forward only to the extent that realisation of the related tax benefit is probable,
deferred tax assets are reviewed at each reporting date to assess the availability of sufficient taxable temporary differences and
the probability that sufficient taxable profit will be available to allow all or part of deferred tax asset to be utilised. The Group
determined that there would be sufficient taxable income generated to realise the benefit of the deferred tax assets and no
reasonably possible change to key assumptions would result in a material reduction in forecast headroom of tax profits.
In determining the recognition of deferred tax assets arising from the carry forward of unused tax losses, the Group considered
the following:
• The Group considered the location of the taxable entities, and the loss making companies were all located in the United
Kingdom; for a full list of subsidiaries see note 14.
• The Group has considered the approved budgeted information covering a five-year period that is consistent with the forecasts
used for the Group’s review of impairment, going concern and viability assessments. For details of the assumptions used and
sensitivity analysis performed for the forecasts, see note 2b. Whilst the forecasts include inherent estimation uncertainty, the
Group determined that there would be sufficient taxable income generated to realise the benefit of the deferred tax assets
and no reasonably possible change to key assumptions would result in a material reduction in forecast headroom of tax profits.
On this basis the Group concluded that there is not a significant risk of a material adjustment to the carrying amount of the
deferred tax asset.
• The Group has £0.2m that are available indefinitely for offsetting against future taxable profits of the companies in which
the losses arose. Deferred tax assets have not been recognised in respect of these losses as they may not be used to offset
taxable profits elsewhere in the Group, they have arisen in subsidiaries that have been loss-making for some time, and there
are no other tax planning opportunities or other evidence of recoverability in the near future.
21 Share capital
2024 2023
£m £m
Allotted, called up and fully paid
166,991,435
Ordinary Shares @ £0.01 each (2023: 166,640,480 Ordinary Shares @ £0.01 each)
1.7
1.7
The Group issued 350,995 with a nominal value of £0.01. The holders of Ordinary Shares are entitled to receive dividends as
declared from time to time and are entitled to one vote per share at meetings of the Group.
On the Beach Group plc Annual Report and Accounts 2024
158
22 Reserves
The analysis of movements in reserves is shown in the statement of changes in equity.
Details of the amounts included in other reserves are set out below.
The merger reserve arose on the purchase of On the Beach TopCo Limited in the year ended 30 September 2015.
During the year ended 30 September 2018, the Group issued 607,747 shares with a nominal value of £0.01 each to form part of
the acquisition of Classic Collection Holidays Limited. The consideration value of the shares issued was £2.6m. The excess above
the nominal value of the shares was credited to the merger reserve.
The capital contribution reserve arose as a result of the redemption of preference shares in the year ended 30 September 2015.
23 Financial instruments
Details of significant accounting policies and methods adopted, including criteria for recognition, the basis of measurement and
the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity
instrument are disclosed in the statement of accounting policies.
At the balance sheet date the Group held the following:
2024 2023
FV Level £m £m
Financial assets
Derivative financial assets designated as hedging instruments
Forward exchange contracts
2
–
0.9
Financial assets at amortised cost
Trust account
139.5
108.6
Cash at bank
96.2
75.8
Trade and other receivables (note 15)
184.3
157.9
Total financial assets
420.0
343.2
Financial liabilities
Derivatives designated as hedging instruments
Forward exchange contracts
2
(5.2)
(1.1)
Interest rate swaps
(0.1)
–
Financial liabilities at amortised cost
Trade and other payables (note 17)
(281.0)
(236.4)
Accruals and other payables (note 17) (22.3) (17.0)
Contract liabilities (note 17) (0.3) (5.9)
Lease liabilities (note 18) (2.8) (4.5)
Provisions
(0.4)
(0.4)
Total financial liabilities
(312.1)
(265.3)
Derivative financial instruments
The Group enters into derivative financial instruments with various financial institutions which are valued using present value
calculations. The valuation methods incorporate various inputs including the foreign exchange spot and forward rates, yield
curves of the respective currencies and currency basis spreads between the respective currencies, as well as SONIA and other
interest rates.
On the Beach Group plc Annual Report and Accounts 2024
159
Governance Financial StatementsOverview Strategic Report
Notes to the Consolidated Financial Statements continued
YEAR ENDED 30 SEPTEMBER 2024
23 Financial instruments continued
Revolving credit facility
In order to fund seasonal working capital requirements the Group has a revolving credit facility with Lloyds and NatWest Banks.
The borrowing limits under the facility is £85m in aggregate, subject to covenant compliance; at year end the facility was £nil
(2023: £nil). For details of the revolving credit facility, see note 19.
The following table provides the fair values of the Group’s financial assets and liabilities:
2024 2023
FV Level £m £m
Forward exchange contracts
2
(5.2)
(0.2)
2024 2023
FV Level £m £m
Interest rate swaps
2
(0.1)
–
There is no difference between the carrying value and fair value of cash and cash equivalents, trade and other receivables, trade
and other payables and the revolving credit facility.
a) Measurement of fair values
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined
as follows:
(i) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
(ii) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(ie, as prices) or indirectly (ie, derived from prices)
(iii) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
Level 1 Level 2 Level 3
£m £m £m
Forward Contracts
As at 30 September 2024
–
(5.2)
–
As at 30 September 2023
–
(0.2)
–
Interest Rate Swaps
As at 30 September 2024
–
(0.1)
–
As at 30 September 2023
–
–
–
The forward contracts have been fair valued at 30 September 2024 with reference to forward exchange rates that are quoted in
an active market, with the resulting value discounted back to present value.
Interest rate swaps have been fair valued at 30 September 2024, being compared to SONIA, quoted by the Bank of England.
The resulting value is discounted back to present value.
b) Financial risk management
The Group’s principal financial liabilities, other than derivatives, comprise revolving credit facility, and trade and other payables.
The main purpose of these financial liabilities is to finance the Group’s operations. The Group’s principal financial assets include
trade receivables, and cash at bank that derive directly from its operations.
In the course of its business the Group is exposed to market risk (including foreign exchange risk and interest rate risk), credit risk,
liquidity risk and technology risk. The Group’s overall risk management strategy is to minimise potential adverse effects on the
financial performance and net assets of the Group. These policies are set and reviewed by senior finance management and all
significant financing transactions are authorised by the Board of Directors.
On the Beach Group plc Annual Report and Accounts 2024
160
c) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market prices.
The Group’s key financial market risks are in relation to foreign currency rates. Foreign currency risk results from the substantial
cross-border element of the Group’s trading and arises on sales and purchases that are denominated in a currency other than
the functional currency of the business. Group cash resources are matched with the net funding requirements sourced from three
sources namely internally generated funds, loan facilities and bank funding arrangements.
The foreign currency risk is managed at Group level by the purchase of foreign currency contracts for use as a commercial hedge.
During the course of the period there have been no changes to the market risk or manner in which the Group manages
its exposure. The Group is exposed to interest rate risk that arises principally through the Group’s revolving credit facility.
Liquidity risk, credit risk and capital risk is considered below. The Executive team is responsible for implementing the risk
management strategy to ensure that appropriate risk management framework is operating effectively, embedding a risk
mitigation culture throughout the Group. The Board are provided with a consolidated view of the risk profile of the Group.
All major exposures are identified and mitigating controls identified and implemented. Regular management reporting and
assessment of the effectiveness of controls provide a balanced assessment of the key risks and the effectiveness of controls.
The Group does not speculate with derivatives or other financial instruments.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Group’s exposure to the risk of changes in market interest rates is through the revolving credit facility
which is subject to fluctuations in SONIA, and interest receivable namely on the ring fenced Trust account due to restrictions on
funds. The interest rate swaps acquired are used to hedge this interest receivable risk and reduce the overall interest rate risk of
the revolving credit facility.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign
exchange rates. The majority of the Group’s purchases are sourced from outside the United Kingdom and as such the Group is
exposed to the fluctuation in exchange rates (currencies are principally sterling, US dollar and euro). The Group places forward
cover on the net foreign currency exposure of its purchases. The Group foreign currency requirement is reviewed twice weekly
and forward cover is purchased to cover expected usage.
The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date
is as follows:
2024 2023
Euro €m €m
Cash
37.4
28.5
Trade payables
(240.6)
(195.6)
Trade receivables
0.6
2.8
Prepayments
1.3
–
Forward exchange contracts
193.9
163.4
Balance sheet exposure
(7.4)
(0.9)
2024 2023
US dollar $m $m
Cash
3.4
2.0
Trade payables
(32.3)
(23.0)
Forward exchange contracts
27.3
21.4
Balance sheet exposure
(1.6)
0.4
On the Beach Group plc Annual Report and Accounts 2024
161
Governance Financial StatementsOverview Strategic Report
Notes to the Consolidated Financial Statements continued
YEAR ENDED 30 SEPTEMBER 2024
23 Financial instruments continued
2024 2023
Swedish krona Kr’m Kr’m
Cash
0.7
28.8
Trade payables
(9.7)
–
Trade receivables
–
1.0
Balance sheet exposure
(9.0)
29.8
2024 2023
Norwegian krona Kr’m Kr’m
Cash
0.2
2.1
Trade payables
(1.0)
–
Balance sheet exposure
(0.8)
2.1
2024 2023
Moroccan dirham MAD’m MAD’m
Cash
6.2
1.8
Trade payables
(6.3)
–
Forward exchange contracts
1.9
(3.5)
Balance sheet exposure
1.8
(1.7)
2024 2023
United Arab Emirates dirham AED’m AED’m
Trade payables
(1.0)
(0.1)
Balance sheet exposure
(1.0)
(0.1)
2024 2023
Swiss franc CHF’m CHF’m
Cash
0.1
0.1
Balance sheet exposure
0.1
0.1
2024 2023
Thai baht THB’m THB’m
Trade payables
(2.2)
–
Balance sheet exposure
(2.2)
–
2024 2023
Malaysian ringgit MYR’m MYR’m
Trade payables
(1.1)
–
Balance sheet exposure
(1.1)
–
2024 2023
South African rand ZAR’m ZAR’m
Trade payables
(0.7)
–
Balance sheet exposure
(0.7)
–
On the Beach Group plc Annual Report and Accounts 2024
162
Foreign currency sensitivity
The following table details the Group sensitivity to a percentage change in pounds sterling against these currencies with regards to
equity. The sensitivity analysis of the Group’s exposure to foreign currency risk at the reporting date has been determined based on
a 10% change taking place at the beginning of the financial period and held constant throughout the reporting period:
2024 2023
£m £m
Euro
Weakening – 10%
10.0
0.9
Strengthening – 10%
(10.0)
(0.9)
US dollar
Weakening – 10%
1.0
–
Strengthening – 10%
(1.0)
–
Swedish krona
Weakening – 10%
–
0.2
Strengthening – 10%
–
(0.2)
The Group uses forward exchange contracts to hedge its foreign currency risk against sterling. The forward contracts have
maturities of less than one year after the balance sheet date. Hedge ineffectiveness can arise from differences in timing of cash
flows of the hedged item and hedging instrument, the counterparties’ credit risk differently impacting the fair value movements
of the hedging instrument and hedged item.
As a matter of policy the Group does not enter into derivative contracts for speculative purposes. The details of such contracts
at the year end, by currency were:
2024
2023
Foreign Notional Carrying Foreign Notional Carrying
currency value amount currency value amount
EUR €m £m £m €m £m £m
30 September
Less than 3 months
97.4
83.7
(2.5)
79.2
69.3
(0.5)
3 to 6 months
19.7
17.0
(0.5)
16.8
14.7
(0.1)
6 to 12 months
72.6
62.4
(1.1)
68.4
59.9
0.1
12+ months
4.2
3.6
(0.1)
3.9
3.4
–
Total
193.9
166.7
(4.2)
168.3
147.3
(0.5)
2024
2023
Foreign Notional Carrying Foreign Notional Carrying
currency value amount currency value amount
USD $m £m £m $m £m £m
30 September
Less than 3 months
14.3
11.2
(0.6)
8.9
7.1
0.1
3 to 6 months
5.3
4.1
(0.2)
6.6
5.3
0.1
6 to 12 months
7.5
5.8
(0.2)
5.9
4.7
0.2
12+ months
0.2
0.2
–
0.1
0.1
–
Total
27.3
21.3
(1.0)
21.5
17. 2
0.4
On the Beach Group plc Annual Report and Accounts 2024
163
Governance Financial StatementsOverview Strategic Report
Notes to the Consolidated Financial Statements continued
YEAR ENDED 30 SEPTEMBER 2024
23 Financial instruments continued
2024
2023
Foreign Notional Carrying Foreign Notional Carrying
currency value amount currency value amount
MAD MAD’m £m £m MAD’m £m £m
30 September
Less than 3 months
1.7
0.1
–
0.9
0.1
(0.1)
3 to 6 months
0.1
–
–
0.2
–
–
6 to 12 months
0.1
–
–
0.1
–
–
Total
1.9
0.1
–
1.2
0.1
(0.1)
The impact of the hedging instruments on the statement of financial position is as follows:
Notional Carrying Line in the statement Change in
amount amount of financial position fair value
£m £m £m £m
As at 30 September 2024
Foreign exchange forward contracts
188.1
(5.2)
Derivative financial instruments
(5.0)
Interest Rate Swaps
60.0
(0.1)
Derivative financial instruments
(0.1)
As at 30 September 2023
Foreign exchange forward contracts
164.5
(0.2)
Derivative financial instruments
(2.0)
Interest Rate Swaps
–
–
Derivative financial instruments
–
Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group.
Credit risk arises from cash balances and derivative financial instruments, as well as credit exposures to customers, including
outstanding receivables, financial guarantees and committed transactions. Credit risk is managed separately for treasury and
operating related credit exposures. Customer credit risk is managed by the Group’s business units which each have policies,
procedures and controls relating to customer credit risk management. Outstanding trade receivables balances are regularly
reviewed to monitor any changes in credit risk with concentrations of credit risk considered to be limited given that the Group’s
customer base is large and unrelated.
Trade receivables and other receivables
The ageing of trade receivables at the balance sheet date was:
Past due Past due
Not past due 0–90 days >90 days Total
£m £m £m £m
At 30 September 2024
162.4
0.3
0.1
162.8
At 30 September 2023
146.7
0.4
0.3
147.4
The ageing of other receivables at the balance sheet date was:
Past due Past due
Not past due 0–90 days >90 days Total
£m £m £m £m
At 30 September 2024
21.5
–
–
21.5
At 30 September 2023
10.5
–
–
10.5
In line with IFRS 9, the Group applies the simplified approach for the impairment of trade and other receivables and therefore
does not track changes in credit risk, instead a loss allowance is recognised based on lifetime expected credit losses at each
reporting date. The Group uses a provision matrix to measure expected credit losses based on historical cancellation and
recovery rates and considers forward-looking factors, including the impact of rising cost of living and inflation rates.
On the Beach Group plc Annual Report and Accounts 2024
164
Financial instruments and cash deposits
As part of credit risk, the Group is subject to counterparty risk in respect of the cash and cash equivalents held on deposit with banks
and foreign currency financial instruments. The Group generally deposits cash and undertakes currency transactions with highly rated
banks, and considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties.
No collateral or credit enhancements are held in respect of any financial derivatives. The maximum exposure to credit risk at each
reporting date is the fair value of financial assets and trade receivables.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. It is Group policy to
maintain a balance of funds, borrowing, committed bank loans and other facilities sufficient to meet anticipated short-term and
long-term financial requirements. In applying the policy the Group continuously monitors forecast and actual cash flows against
the maturity profiles of financial assets and liabilities. It is Group policy to ensure that a specific level of committed facilities is
always available based on forecast working capital requirements. Cash forecasts identifying the Group’s liquidity requirements
are produced and are sensitised for different scenarios including, but not limited to, decreases in profit margins and weakening
of sterling against other functional currencies.
The following are the contractual maturities of financial liabilities:
Carrying Contractual
amount cash flows Within 1 year 1 to 5 years > 5 years
Financial liabilities at amortised cost £m £m £m £m £m
At 30 September 2024
Trade payables
281.0
281.0
281.0
–
–
Lease liabilities
2.8
2.9
1.1
1.8
–
Contract liabilities
0.3
0.3
0.3
–
–
Other payables
22.3
22.3
22.3
–
–
306.4
306.5
304.7
1.8
–
At 30 September 2023
Trade payables
236.4
236.4
236.4
–
–
Lease liabilities
4.5
4.7
1.8
2.9
–
Contract liabilities
5.9
5.9
5.9
–
–
Other payables
17.0
17.0
17.0
–
–
263.8
264.0
261.1
2.9
–
Capital management
It is the Group’s policy to maintain an appropriate equity capital base so as to maintain investor, creditor and market confidence
and to sustain the future development of the business.
The capital structure of the Group consists of the net cash (borrowings disclosed in note 19) and equity of the Group as disclosed
in note 21.
The Group is not subject to any externally imposed capital requirements.
On the Beach Group plc Annual Report and Accounts 2024
165
Governance Financial StatementsOverview Strategic Report
Notes to the Consolidated Financial Statements continued
YEAR ENDED 30 SEPTEMBER 2024
24 Share-based payments
The following table illustrates the number of, and movements in, share options granted by the Group:
LTIP CSOP & RSA Total
No. of share options No. of share options No. of share options
(thousands) (thousands) (thousands)
Outstanding at the beginning of the year
3,899
1,045
4,944
Granted during the year
3,536
–
3,536
Lapsed during the year
–
–
–
Exercised during the year*
(1)
(350)
(351)
Forfeited during the year
(1,915)
(103)
(2,018)
Outstanding at the year end
5,519
592
6,111
Exercisable
259
592
851
* The weighted average share price at the date of exercise was £1.502.
The weighted average remaining contractual life for the share options outstanding as at 30 September 2024 was 4.09 years
(2023: 4.21 years).
The exercise prices for options outstanding at the end of the year was £nil (2023: £nil).
LTIP
During the current and prior year, the Group awarded nil-cost options to certain key employees within the business. The vesting of
these awards will be subject to continued employment. The fair value of equity-settled share-based payments has been estimated
as at date of grant using the Black-Scholes model.
Share Non- Fair value
No. of price at Exercise Expected Option Risk free Dividend vesting at grant
options grant date price volatility Life rate yield conditions date
Award date awarded (£) (£) (%) (years) (%) (%) (%) (£)
24 Feb 2023 (no conditions)
2,221,629
1.610
Nil
0.00%
3.0
3.93%
0.00%
0.00
1.610
30 Jun 2023 (no conditions)
73,274
0.960
Nil
0.00%
0.5
4.93%
0.00%
0.00
0.960
3 Oct 2023 (no conditions)
3,536,050
1.004
Nil
0%
3.0
4.54%
0.00%
0.00
1.004
Expected volatility is estimated by considering historic average share price volatility at the grant date.
Restricted Share Award (nil-cost option) and CSOP
There were no new RSA or CSOP awards in the current or prior year.
The following has been recognised in the income statement during the year:
2024 2023*
£m £m
LTIP
2.2
0.4
RSA
0.1
0.7
Total share scheme charge
2.3
1.1
* The prior period is restated for the effects of discontinued operations (see note 10).
On the Beach Group plc Annual Report and Accounts 2024
166
25 Commitments and contingencies
a) Capital commitments
No new capital commitments.
b) Contingencies
In September 2010, proceedings were initiated against On the Beach Limited by Ryanair alleging infringement of, inter alia, its
intellectual property rights. The amount of the claim is unquantified. In February 2024, On the Beach entered into a partnership
with Ryanair and the legal proceedings in Ireland were placed on hold. On the Beach and Ryanair are working together to dispose
of the proceedings permanently and an amicable resolution is expected in early 2025.
26 Related party transactions
No related party transactions have been entered into during the year.
Transactions with key management personnel have been disclosed in note 7(d).
27 Dividends paid
2024 2023
£m £m
Cash dividends on ordinary shares declared and paid
Interim dividend for FY24: 0.9p per share (FY23: nil)
1.5
–
2024 2023
£m £m
Proposed dividends on ordinary shares
Final cash dividend for FY24: 2. 1p per share (FY23: nil)
3.5
–
Governance Financial StatementsOverview Strategic Report
On the Beach Group plc Annual Report and Accounts 2024
167
Note
2024
£m
2023
£m
Fixed assets
Investments 4 163.4 163.4
Current assets
Debtors 5 114.0 119.9
Cash at bank 0.1 0.1
114.1 120.0
Current liabilities
Creditors: amounts falling due within one year 6 (0.9) (1.0)
Net assets 276.6 282.4
Equity
Share capital 7 1.7 1.7
Share premium 89.6 89.6
Merger reserve 2.6 2.6
Capital contribution reserve 0.5 0.5
Retained earnings 182.2 188.0
Total equity 276.6 282.4
The loss for the year ended 30 September 2024 dealt with in the financial statements of the Parent Company is £6. 7m
(2023:loss £4.8m).
The financial statements were approved by the Board of Directors and authorised for issue.
Jon Wormald
Chief Financial Officer
02 December 2024
On the Beach Group plc. Reg no 09736592
Company Balance Sheet
AT 30 SEPTEMBER 2024
On the Beach Group plc Annual Report and Accounts 2024
168
Share
capital
£m
Share
premium
£m
Merger
reserve
£m
Capital
contribution
£m
Retained
earnings
£m
Total
£m
Balance at 30 September 2022 1.7 89.6 2.6 0.5 191.7 286.1
Share-based payment charges including tax – – – – 1.1 1.1
Total comprehensive loss for the year – – – – (4.8) (4.8)
Balance at 30 September 2023 1.7 89.6 2.6 0.5 188.0 282.4
Share based payments charges including tax
– – – – 2.4 2.4
Dividends paid during the year* – – – – (1.5) (1.5)
Total comprehensive loss for the year – – – – (6.7) (6.7)
Balance at 30 September 2024 1.7 89.6 2.6 0.5 182.2 276.6
* See note 27 to the consolidated financial statements for details.
Company Statement of Changes in Equity
YEAR ENDED 30 SEPTEMBER 2024
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169
1 Accounting policies
On the Beach Group plc is a public
limited company which is listed on the
London Stock Exchange and is domiciled
and incorporated in the United Kingdom
under the Companies Act 2006.
Basis of preparation
These financial statements were
prepared in accordance with Financial
Reporting Standard 102 The Financial
Reporting Standard applicable in the
UK and Republic of Ireland ('FRS 102') as
issued in August 2014. These financial
statements are presented in pounds
sterling (£’m) because that is the currency
of the primary economic environment in
which the Company operates.
The financial information presented is at
and for the years ended 30 September
2024 and 30 September 2023.
As permitted by section 408 of the
Companies Act 2006, an entity profit
and loss account is not included as
part of the published consolidated
financial statements of On the Beach
Group plc. The loss for the year ended
30 September 2024 dealt with in the
financial statements of the Parent
Company is £6.7m (2023: loss £4.8m).
Under the provisions of FRS 102.1.12B,
the Company is exempt from preparing
acompany statement of cash flows.
The accounting policies set out below
have, unless otherwise stated, been
applied consistently to all periods
presented in these financial statements.
The financial statements are prepared
onthe historical cost basis.
The Directors have used the going
concern principal on the basis that
the current financial projections and
facilities of the consolidated Group
will continueoperating for the
foreseeable future.
Related party transactions
Under the provisions of FRS 102.33.1A,
the Company is exempt from disclosing
the details of related party transactions
on the basis that they are wholly
ownedsubsidiaries.
Accounting estimates
and judgements
Investment in subsidiaries
Investments in subsidiaries are held at
cost, less any provision for impairment.
Annually, the Directors consider
whether any events or circumstances
have occurred that could indicate that
the carrying amount of fixed asset
investments may not be recoverable,
if such circumstances do exist, a full
impairment review is undertaken to
establish whether the carrying amount
exceeds the higher of net realisable
value or value in use. Following the
impairment in goodwill associated to
the discontinued operations for Classic
Collection Holidays, the Directors
performed a full impairment review.
As Classic Collection Holidays Limited
transferred its net assets to Classic
Package Holidays Limited, the Directors
determined that it is reasonable to
treat this as a transfer of the cost of the
investment to follow the asset which
constitutes it. Therefore the Directors
considered the value in use of the
assets transferred to Classic Package
Holidays through calculations using cash
flow projections derived from financial
budgets and projections covering a
five-year period. The forecasts were then
extrapolated in perpetuity based on an
estimated growth rate of 2 percent (2023:
2 percent). In assessing value in use, the
estimated future cash flows attributable
to the assets were discounted to their
present value using a discount rate that
reflects current market assessments of
the time value of money and the risks
specific to the asset. The discount rate
used was 13.5% (2023: 14.6%). The
Directors concluded that there was
sufficient headroom to cover the value of
investment and therefore no impairment
has been recorded.
The Directors concluded that there was
sufficient headroom to cover the value of
investment and therefore no impairment
has been recorded.
Net assets of the Parent Company
exceed that of the consolidated Group
primarily due to a capital reorganisation
in 2015. The value of investments held
combined with the amount owed by
subsidiary undertakings is supported
by net assets of the subsidiaries.
Details of the subsidiaries are
listed in note 14 to the consolidated
financialstatements.
2 Directors’ emoluments
The Company has no employees other
than the Directors. Full detail of the
Directors’ remuneration and interests are
set out in the Directors’ Remuneration
Report on pages 94 to 97.
3 Shared-based payments
The Company recognised total charge of
£2.3m (2023: £1.1m) in the year in relation
to the Long-Term Incentive Plan. Details
of this scheme are described in note 24
tothe consolidated financial statements.
Notes to the Company Financial Statements
On the Beach Group plc Annual Report and Accounts 2024
170
4 Investments
The £132,613,000 investment in subsidiary undertakings made in 2015 relates to the capital reorganisation of the Group in 2015.
On the Beach Group plc acquired On the Beach Travel Limited from its subsidiary On the Beach Bidco Limited for £30,749,667.
On 30September 2022, On the Beach Bidco Limited and On the Beach Topco Limited were placed into Members Voluntary
Liquidation following the distribution of assets to On the Beach Group plc. On 30 September 2024 Classic Collection Holidays
Limited transferred all trade and assets to Classic Package Holidays Limited, and operations relating to Classic Collection
Holidays have been discontinued. Classic Package Holidays was then rebranded to Classic Collection Holdings, and has
continued as a single cash generating unit.
The Directors have performed an annual impairment review, see note 1 for details.
5 Debtors
2024
£m
2023
£m
Amounts falling due within one year:
Amounts owed by Group undertakings 111.8 117.4
Prepayments 1.4 1.4
Deferred tax 0.8 1.1
114.0 119.9
6 Creditors due within one year
2024
£m
2023
£m
Current
Accruals 0.9 1.0
0.9 1.0
7 Called-up share capital
2024
£m
2023
£m
Allotted, called up and fully paid
166,991,435 Ordinary Shares @ £0.01 each (2023: 166,640,480 Ordinary Shares @ £0.01 each) 1.7 1.7
1.7 1.7
The Group issued 350,995 with a nominal value of £0.01. The holders of Ordinary Shares are entitled to receive dividends as
declared from time to time and are entitled to one vote per share at meetings of the Group.
8 Reserves
The analysis of movements in reserves is shown in the statement of changes in equity. Details of the amounts included in other
reserves are set out below.
The merger reserve arose on the purchase of On the Beach TopCo Limited in the year ended 30 September 2015. The capital
redemption reserve arose as a result of the redemption of preference shares in the year ended 30 September 2015.
9 Contingent liabilities and guarantees
The Company is a guarantor to a borrowing facility relating to a rolling credit facility provided to the Group. The amount borrowed
under this agreement at 30 September 2024 was £nil (2023: £nil).
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171
Glossary of alternative performance measures
APM: Adjusted earnings per share ('EPS') for continuing operations
Definition: Adjusted basic EPS is calculated on the weighted average number of Ordinary Shares in issue, using the adjusted
profit after tax. Adjusted earnings after tax is based on profit after tax adjusted for amortisation of acquired intangibles,
share-based payments and exceptional items. Amortisation of acquired intangibles is linked to the historical acquisitions of
businesses. Share-based payments represents the non-cash costs, which fluctuates year on year. Exceptional items for 2024
consists of restructuring, legal and professional costs and recoveries from airlines which derive from events or transactions
that fall outside of the normal activities of the Group. Exceptional items for 2023 consists of restructuring and legal and
professional costs. These costs/income are excluded by virtue of their size and in order to reflect management’s view of the
performance of the Group and allow comparability to prior years.
Reconciliation to closest GAAP measure
Adjusted profit after tax (£m) 2024
Restated*
2023
Profit for the year 20.2 11.9
Share-based payments (net of tax) 1.7 0.9
Exceptional items (net of tax) (0.4) 2.6
Fair value FX losses (net of tax) – 0.6
Amortisation of acquired intangibles (net of tax) 2.1 4.1
Adjusted profit after tax 23.6 20.1
Adjusted basic EPS 2024 2023
Adjusted profit after tax 23.6 20.1
Basic weighted average number of Ordinary Shares (m) 166.9 166.5
Adjusted basic EPS (p) 14.1p 12.0p
* The results for the year ended 30 September 2023 has been restated to exclude the results of discontinued operations included in that period (note 10).
APM: Adjusted EBITDA
Definition: Adjusted EBITDA is based on Group operating profit adjusted for depreciation, amortisation, share-based
payments and exceptional items. Share-based payments represents the non-cash costs, which fluctuates year on year.
Exceptional items for 2024 consists of restructuring, legal and professional costs and recoveries from airlines which derive
from events or transactions that fall outside of the normal activities of the Group. Exceptional items for 2023 consists of
restructuring and legal and professional costs. These costs/income are excluded by virtue of their size and in order to reflect
management’s view of the performance of the Group and allow comparability to prior years.
Reconciliation to closest GAAP measure
Adjusted EBITDA (£m) 2024
Restated*
2023
Operating profit 21.2 12.0
Depreciation and amortisation 15.1 15.0
Share-based payments 2.3 1.1
Exceptional items (0.6) 3.3
Fair value FX losses
– 0.8
Adjusted EBITDA 38.0 32.2
* The results for the year ended 30 September 2023 has been restated to exclude the results of discontinued operations included in that period (note 10).
On the Beach Group plc Annual Report and Accounts 2024
172
APM: Adjusted profit before tax
Definition: Adjusted profit before tax is based on profit before tax adjusted for amortisation of acquired intangibles, share-
based payments and exceptional items. Amortisation of acquired intangibles are linked to the historical acquisitions of
businesses. Share-based payments represents the non-cash costs, which fluctuates year on year. Exceptional items for 2024
consists of restructuring, legal and professional costs and recoveries from airlines which derive from events or transactions
that fall outside of the normal activities of the Group. Exceptional items for 2023 consists of restructuring and legal and
professional costs. These costs/income are excluded by virtue of their size and in order to reflect management’s view of the
performance of the Group and allow comparability to prior years.
Reconciliation to closest GAAP measure
Adjusted profit before tax (£m) 2024
Restated*
2023
Profit before tax 26.5 14.4
Amortisation of acquired intangibles 2.8 5.2
Share-based payments 2.3 1.1
Exceptional items (0.6) 3.3
Fair value FX losses
– 0.8
Adjusted profit before tax 31.0 24.8
* The results for the year ended 30 September 2023 has been restated to exclude the results of discontinued operations included in that period (note 10).
APM: Classic Collection adjusted EBITDA
Definition: Classic Collection adjusted EBITDA is based on Classic Collection operating profit/(loss) before depreciation,
amortisation, share-based payments charges and the impact of exceptional items. Exceptional items consists of recoveries of
refunds from airlines which derive from events or transactions that fall outside of the normal activities of the segment. These
costs/income are excluded by virtue of their size and in order to reflect management’s view of the performance of the segment
and allow comparability to prior years.
Reconciliation to closest GAAP measure
Adjusted Classic Collection EBITDA (£m) 2024
Restated*
2023
Classic Collection operating profit/(loss) 1.1 (0.8)
Depreciation and amortisation 0.7 0.9
Exceptional items (0.2) –
Share-based payments 0.1 –
Adjusted Classic Collection EBITDA 1.7 0.1
* The results for the year ended 30 September 2023 has been restated to exclude the results of discontinued operations included in that period (note 10).
APM: Classic Collection EBITDA
Definition: Classic Collection EBITDA is based on Classic Collection operating profit/(loss) before depreciation and amortisation.
Reconciliation to closest GAAP measure
Classic Collection EBITDA (£m) 2024
Restated*
2023
Classic Collection operating profit/(loss) 1.1 (0.8)
Depreciation and amortisation 0.7 0.9
Classic Collection EBITDA 1.8 0.1
* The results for the year ended 30 September 2023 has been restated to exclude the results of discontinued operations included in that period (note 10).
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173
APM: Classic Collection adjusted grossprofit
Definition: Classic Collection adjusted gross profit is based on Classic Collection gross profit before the impact of exceptional
items. Exceptional items consists of restructuring and recoveries from airlines which derive from events or transactions that fall
outside of the normal activities of the segment. These costs/income are excluded by virtue of their size and in order to reflect
management’s view of the performance of the segment and allow comparability to prior years.
Reconciliation to closest GAAP measure
Classic Collection adjusted gross profit (£m) 2024 2023
Revenue 9.0 6.0
Cost of sales (4.8) (3.7)
Expected credit losses – (0.1)
Classic Collection gross profit 4.2 2.2
Exceptional items (0.2) –
Classic Collection adjusted gross profit after marketing 4.0 2.2
APM: Classic Collection adjusted grossprofit after marketing costs
Definition: Classic Collection adjusted gross profit after marketing costs is based on Classic Collection gross profit before the
impact of exceptional items (reconciled above) and after marketing costs including marketing salaries.
Reconciliation to closest GAAP measure
Classic Collection adjusted gross profit after marketing costs (£m) 2024 2023
Classic Collection adjusted gross profit 4.0 2.2
Marketing costs (0.2) (0.7)
Classic Collection adjusted gross profit after marketing costs 3.8 1.5
APM: Classic Collection adjusted operating profit/(loss)
Definition: Classic Collection adjusted operating profit/(loss) is based on Classic Collection operating profit/(loss) before
amortisation of acquired intangibles, share based payments and the impact of exceptional items. Exceptional items consists
of recoveries of refunds from airlines which derive from events or transactions that fall outside of the normal activities of
the segment. These costs/income are excluded by virtue of their size and in order to reflect management’s view of the
performance of the segment and allow comparability to prior years.
Reconciliation to closest GAAP measure
Classic Collection adjusted operating profit/(loss) (£m) 2024 2023
Classic Collection operating profit/(loss) 1.1 (0.8)
Amortisation of acquired intangibles 0.6 0.9
Exceptional items (0.2) –
Share-based payments 0.1 –
Classic Collection adjusted operating profit/(loss) 1.6 0.1
Glossary of alternative performance measures continued
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174
APM: Classic Collection TTV
Definition: Classic Collection TTV is a non-GAAP measure representing the cumulative total transaction value of sales
booked each month before cancellations and adjustments.
Reconciliation to closest GAAP measure
Classic Collection TTV (£m) 2024 2023
Revenue 9.0 6.0
Costs* and amendments 31.6 22.0
Classic Collection TTV 40.6 28.0
* Costs relate to the gross costs for bookings made on an agent basis.
APM: Exceptional items
Definition: Exceptional items are certain costs/(income) that derive from events or transactions that fall outside of the normal
activities of the Group. For 2024, exceptional items consists of restructuring, legal and professional costs and recoveries from
airlines which derive from events or transactions that fall outside of the normal activities of the Group. Exceptional items for
2023 consists of restructuring and legal and professional costs. These costs/income are excluded by virtue of their size and in
order to reflect management’s view of the performance of the Group and allow comparability to prior years.
Reconciliation to closest GAAP measure
Exceptional items (£m) 2024
Restated*
2023
Exceptional costs 4.2 3.3
Exceptional recoveries (4.8) –
Exceptional items (0.6) 3.3
* The results for the year ended 30 September 2023 has been restated to exclude the results of discontinued operations included in that period (note 10).
APM: Group TTV
Definition: Group TTV is a non-GAAP measure representing the cumulative total transaction value of sales booked each
month before cancellations and adjustments.
Reconciliation to closest GAAP measure
Group TTV (£m) 2024
Restated*
2023
Group revenue 128.2 112.1
Costs** and amendments 1,036.7 899.7
Group TTV 1,164.9 1,011.8
* The results for the year ended 30 September 2023 has been restated to exclude the results of discontinued operations included in that period (note 10).
** Costs relate to the gross costs for bookings made on an agent basis.
APM: Group adjusted revenue
Definition: Group adjusted revenue is revenue adjusted for the impact of recoveries of refunds from airlines for 2024 and of
fair value FX losses in 2023.
Reconciliation to closest GAAP measure
Group adjusted revenue (£m) 2024
Restated*
2023
Group revenue 128.2 112.1
Exceptional recoveries (4.8) –
Fair value FX loss – 0.8
Group adjusted revenue 123.4 112.9
* The results for the year ended 30 September 2023 has been restated to exclude the results of discontinued operations included in that period (note 10).
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175
APM: Group adjusted gross profit
Definition: Group adjusted gross profit is gross profit adjusted for the impact of recoveries of refunds from airlines for 2024
and of fair value FX losses in 2023.
Reconciliation to closest GAAP measure
Group adjusted gross profit (£m) 2024
Restated*
2023
Group gross profit 121.7 106.4
Exceptional items (4.8) –
Fair value FX loss – 0.8
Group adjusted gross profit 116.9 107.2
* The results for the year ended 30 September 2023 has been restated to exclude the results of discontinued operations included in that period (note 10).
APM: Long Haul TTV
Definition: Long Haul TTV is a non-GAAP measure representing the cumulative total transaction value of sales booked
eachmonth before cancellations and adjustments.
Reconciliation to closest GAAP measure
Long Haul TTV (£m) 2024 2023*
Group revenue 128.2 112.1
Costs** and amendments 1,036.7 899.7
Short Haul TTV (1,073.9) (942.4)
Long Haul TTV 91.0 69.4
* Restated to exclude revenue on a principal basis from discontinued operations (note 10)
** Costs relate to the gross costs for bookings made on an agent basis.
APM: OTB adjusted EBITDA
Definition: OTB adjusted EBITDA is based on OTB operating loss before depreciation, amortisation, impact of exceptional
items and the non-cash cost of the share-based payment schemes. Exceptional items consists of restructuring, legal and
professional costs and recoveries from airlines which derive from events or transactions that fall outside of the normal activities
of the segment. Exceptional items for 2023 consists of restructuring and legal and professional costs. These costs/income
are excluded by virtue of their size and in order to reflect management’s view of the performance of the segment and allow
comparability to prior years.
Reconciliation to closest GAAP measure
OTB adjusted EBITDA (£m) 2024 2023
OTB operating profit 20.1 12.8
Exceptional items (0.4) 3.3
Fair value FX losses – 0.8
Share-based payments 2.2 1.1
Depreciation and amortisation 12.2 9.9
Amortisation of acquired intangibles 2.2 4.2
OTB adjusted EBITDA 36.3 32.1
Glossary of alternative performance measures continued
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176
APM: OTB adjusted EBITDA as a percentage of adjusted revenue
Definition: OTB adjusted EBITDA as a percentage of adjusted revenue is based on the OTB adjusted EBITDA divided
by the revenue generated in the OTB business before the impact of exceptional cancellations. Exceptional items consists
of restructuring, legal and professional costs and recoveries from airlines which derive from events or transactions that
fall outside of the normal activities of the segment. Exceptional items for 2023 consists of restructuring and legal and
professionalcosts. These costs/income are excluded by virtue of their size and in order to reflect management’s view of
theperformance of the segment and allow comparability to prior years.
Reconciliation to closest GAAP measure
OTB adjusted EBITDA as a percentage of adjusted revenue 2024 2023
Revenue 119.2 106.1
Exceptional items (4.6) –
Exceptional FX losses/gains – 0.8
OTB adjusted revenue 114.6 106.9
OTB adjusted EBITDA 36.3 32.1
OTB adjusted EBITDA as a percentage of adjusted revenue 32% 30%
APM: OTB adjusted revenue
Definition: OTB adjusted revenue is revenue adjusted for the impact of recoveries of refunds from airlines for 2024 and of
fair value FX losses in 2023. These costs/income are excluded by virtue of their size and in order to reflect management’s
view of the performance of the segment and allow comparability to prior years by virtue of their size and in order to reflect
management’s view of the performance ofthesegment.
Reconciliation to closest GAAP measure
OTB adjusted revenue (£m) 2024 2023
OTB revenue 119.2 106.1
Exceptional recoveries (4.6) –
Fair value FX losses – 0.8
OTB adjusted revenue 114.6 106.9
APM: OTB adjusted operating profit
Definition: OTB adjusted operating profit is based on OTB operating profit/(loss) before the impact of exceptional items,
amortisation of acquired intangibles and the non-cash cost of the share-based payment schemes. Amortisation of acquired
intangibles are linked to the historical acquisitions of businesses. Share-based payments represents the non-cash costs, which
fluctuates year on year. Exceptional items consists of restructuring, legal and professional costs and recoveries from airlines
which derive from events or transactions that fall outside of the normal activities of the segment. Exceptional items for 2023
consists of restructuring and legal and professional costs. These costs/income are excluded by virtue of their size and in order
to reflect management’s view of the performance of the segment and allow comparability to prior years.
Reconciliation to closest GAAP measure
OTB adjusted operating profit (£m) 2024 2023
OTB operating profit 20.1 12.8
Exceptional items (0.4) 3.3
Fair value FX losses – 0.8
Share-based payments 2.2 1.1
Amortisation of acquired intangibles 2.2 4.2
OTB adjusted operating profit 24.1 22.2
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177
APM: OTB EBITDA
Definition: OTB EBITDA is based on OTB operating profit before depreciation and amortisation.
Reconciliation to closest GAAP measure
OTB EBITDA (£m) 2024 2023
OTB operating profit 20.1 12.8
Depreciation and amortisation 14.4 14.1
OTB EBITDA 34.5 26.9
APM: OTB revenue after marketing costs and marketing spend % revenue
Definition: OTB revenue after marketing cost is statutory revenue after ‘OTB’ online and offline marketing costs (including
marketing salaries).
Reconciliation to closest GAAP measure
OTB revenue after marketing costs (£m) 2024 2023
OTB Revenue 119.2 106.1
OTB online marketing costs (30.2) (26.0)
OTB offline marketing costs (12.2) (14.6)
OTB revenue after marketing costs 76.8 65.5
OTB marketing spend % revenue
36%
38%
APM: OTB TTV
Definition: OTB TTV is a non-GAAP measure representing the cumulative total transaction value of sales booked each month
before cancellations and adjustments.
Reconciliation to closest GAAP measure
OTB TTV (£m) 2024 2023
OTB revenue 119.2 106.1
Costs* and amendments 1,005.0 877.7
OTB TTV 1,124.2 983.8
* Costs relate to the gross costs for bookings made on an agent basis.
APM: Overheads % adjusted revenue
Definition: Overheads as a percentage of revenue is based on the Group adjusted revenue divided by the overheads.
Overheads consists of the administrative expenses excluding the depreciation and amortisation.
Reconciliation to closest GAAP measure
Overheads % revenue 2024 2023
Adjusted revenue (£m) 123.4 112.9
OTB overheads (£m) (34.2) (32.3)
Classic Collection overheads (£m) (2.1) (1.4)
Overheads % revenue 29% 30%
Glossary of alternative performance measures continued
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178
APM: Overheads % revenue
Definition: Overheads as a percentage of revenue is based on the Group revenue divided by the overheads. Overheads
consists of the administrative expenses excluding the depreciation and amortisation.
Reconciliation to closest GAAP measure
Overheads % revenue 2024 2023
Revenue (£m) 128.2 112.1
OTB overheads (£m) (34.2) (32.3)
Classic Collection overheads (£m) (2.1) (1.4)
Overheads % revenue 28% 30%
APM: Overheads % TTV
Definition: Overheads as a percentage of TTV is based on the Group TTV divided by the overheads. Overheads is the
administrative expenses excluding marketing costs, depreciation and amortisation.
Reconciliation to closest GAAP measure
Overheads % TTV 2024 2023
TTV (£m) 1,164.9 1,011.8.8
OTB overheads (£m) (34.2) (32.3)
Classic Collection overheads (£m) (2.1) (1.4)
Overheads % TTV 3.1% 3.3%
APM: Total marketing as % adjusted revenue
Definition: Marketing as a percentage of revenue is based on the Group adjusted revenue divided by the Group marketing
costs including marketing salaries.
Reconciliation to closest GAAP measure
Revenue after marketing cost (£m) 2024 2023
Adjusted revenue 123.4 112.9
OTB marketing costs (42.4) (40.6)
Classic Collection marketing costs (0.2) (0.7)
Revenue after marketing costs 80.8 71.6
Marketing as % revenue 35% 37%
APM: Total marketing as % revenue
Definition: Marketing as a percentage of revenue is based on the Group revenue divided by the Group marketing costs
including marketing salaries.
Reconciliation to closest GAAP measure
Revenue after marketing cost (£m) 2024 2023
Revenue 128.2 112.1
OTB marketing costs (42.4) (40.6)
Classic Collection marketing costs (0.2) (0.7)
Revenue after marketing costs 85.6 70.8
Marketing as % revenue 33% 37%
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179
Registered Office
5 Adair Street,
Manchester
M1 2NQ
United Kingdom
Tel: c/o FTI Consulting on 020 3727 1000
Web: www.onthebeachgroupplc.com (Corporate)
Web: www.onthebeach.co.uk (UK)
Web: www.sunshine.co.uk (UK)
Web: www.classic-collection.co.uk (UK)
Investor relations: onthebeach@fticonsulting.com
Cautionary statement
The purpose of this Annual Report is to provide information to
the members of the Company. The Company and its Directors
accept no liability to third parties in respect of this Annual
Report save as would arise under English law.
This Annual Report contains certain forward-looking
statements with respect to the financial condition, results,
operations and businesses of the Company. Forward-looking
statements are sometimes, but not always, identified by their
use of a date in the future or such words as “anticipates”,
“aims”, “due”, “will”, “could”, “may”, “should”, “would”, “might”,
“shall”, “expects”, “believes”, “intends”, “plans”, “targets”,
“goal”, “estimates”, “forecasts”, “projects”, “predicts”,
“continues”, “assumes”, “budget”, “risk” or, in each case, their
negative or other variations or words of similar meaning.
These forward-looking statements involve assumptions,
known and unknown risks and uncertainty because they
relate to events and depend on circumstances that may or
may not occur in the future.
There are a number of factors that could cause actual results
or developments to differ materially from those expressed
or implied by these forward-looking statements, including
factors outside the Company’s control. The forward-looking
statements reflect the knowledge and information available at
the date of preparation of this Annual Report and, except to
the extent required by law or regulation, will not be updated
or revised, whether as a result of new information, future
events or otherwise. This Annual Report shall not, under any
circumstances, create any implication that there has been
no change in the business or affairs of the Company or any
member of its group since its date or that the information
contained in it is correct as at any time subsequent to its date.
You should not place undue reliance on the
forward-looking statements.
No statement in this Annual Report is intended as a profit
forecast or a profit estimate or should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company. Past business
and financial performance cannot be relied on as an indication
of future performance.
Shareholder information
Company Secretary
Kirsteen Vickerstaff
5 Adair Street,
Manchester
M1 2NQ
Corporate brokers
Peel Hunt LLP
100 Liverpool Street
London
EC2M 2AT
Deutsche Numis
45 Gresham Street
London
EC2V 7BF
Statutory auditors
Ernst & Young LLP
2 St Peter’s Square
Manchester
M2 3DF
Registrar
Link Asset Services
Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
Corporate solicitors
Addleshaw Goddard LLP
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On the Beach Group plc Annual Report and Accounts 2024
Governance Financial StatementsStrategic ReportOverview
On the Beach Group plc Annual Report and Accounts 2024
On the Beach Group plc
is a fast-growing,
leading online retailer
of beach holidays.
On the Beach Group Plc
Aeroworks, 5 Adair St, Manchester M1 2NQ
www.onthebeachgroupplc.com (Group)
www.onthebeach.co.uk / www.sunshine.co.uk /
www.classic-collection.co.uk / www.classic-package.co.uk (UK)