2023/24 Annual Report by The Owner Breeder

RAISING THE VOICE OF OWNERS

366 DAYS IN THE ROA

Annual Report 2023/2024

FOR THE LOVE OF THE RACEHORSE MAKE YOUR VOICE HEARD AT OUR AGM

Notice is hereby given that the 80th Annual General Meeting of the Racehorse Owners Association Limited (the “Company”) will be held on Thursday, 26th September at 11:00 at The Queen’s Club, Palliser Road, London W14 9EQ (the “Meeting”) for the following purposes:

1. To confirm and adopt, by way of Ordinary Resolution, the Report and Financial Statements for the year ended 31st March 2024.

2. To appoint, by way of Ordinary Resolution, RSM UK Audit LLP as the Company’s auditors to hold office with immediate effect to the end of the next period for appointing auditors under section 485(2) of the Companies Act 2006, at a remuneration to be determined by the directors.

3. To approve by way of Special Resolution, that with effect from the conclusion of the meeting, the draft Articles of Association produced to the Meeting and in the form available at www.roa.co.uk/articles, be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the Company’s existing Articles of Association.

Members who are unable to attend the Meeting in person have the option to appoint the Chair of the Meeting or another Member present at the Meeting.

To appoint a proxy, Members must either:

• Complete the online proxy form found at: roa.co.uk/proxy2024 Or

• Complete the proxy form in writing. The form for appointing a proxy is available from the Chief Executive’s office on request by email agm@roa.co.uk; by calling 01183 385680 or in writing to the registered office.

Please note that if you are appointing a proxy for the Meeting, the completed proxy form must be deposited at the registered office of the Company no later than 24 hours before the commencement of the Meeting.

Any incomplete proxy form or completed proxy form not submitted at least 24 hours before the commencement of the Meeting will be deemed invalid.

Please note, appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person and vote, your proxy appointment will automatically be terminated.

By order of the Board

Louise Norman

Chief Executive & Company Secretary Racehorse Owners Association

6th September 2024

Registered Office: 12 Forbury Road, Reading, Berkshire, RG1 1SB Registered in England. Company No. 00398604.

Please direct any queries via email to agm@roa.co.uk or by phone on 01183 385680.

A YEAR IN THE SADDLE

A STATEMENT FROM YOUR PRESIDENT, CHARLIE PARKER

The financial year 2023-24 saw the launch of the industry strategy-inspired premier racing product and several other initiatives that have been designed as a trial to encourage the growth of our sport. While there have been some missed opportunities and a lack of marketing and promotion, the industry has worked together on these projects and shown a welcome collaborative approach.

Lessons must now be learnt from the trial and the product refined to allow the whole industry to benefit from the increasing demand for global sports. We have seen over recent years an increased appetite for sport-based investment and new and repackaged sports. British Racing must not be left behind – we have the best racing product in the world and our job is to make sure we maximise the revenue streams to reward all participants.

Much of the year was spent on the levy reform, which was due to reach its conclusion in April 2024. A lot has been written on the subject and it was truly demoralising that the snap election called by Rishi Sunak scuppered what was so very close to a deal being agreed that would have guaranteed some muchneeded additional funds into the levy.

The proposal to divert some of the extra money into a growth and development fund to aid the various trials was an interesting one and much needed. We must now look to establish new relationships with the Labour government and get the review back on the agenda. Inflation has in essence reduced the levy pound considerably over the last few years and what was fit for purpose in 2017 is now fundamentally not.

Added to the levy debate, we also have been faced with a range of affordability checks, which have had an impact on betting revenues in general and media rights. The fact that racing is a skills-based betting medium and is far removed from online slots and other games of chance has allowed racing to make its case against the checks. A more sensible approach to the levels that one can bet before any frictionless checks are imposed was welcome. However, there remains a threat to racing and we must continue to campaign to stop the unwelcome intrusion into the pastime of betting on the horses.

Whilst the ROA has been heavily involved in industry issues, we have also been working on the actual cost of ownership. The Working Group has reached agreement with the trustees of the Professional Riders Insurance Scheme to reduce owners’ contributions to reflect the size of the reserves that the scheme has built up. The savings to owners should amount to £2.25m over the next 18 months. There is also ongoing work on several other cost areas that quite frankly owners should not have to bear.

It is now over four years since the original prize money agreements were suspended at the onset of the COVID pandemic. As the various initiatives around the fixture list and premier racing are rolled out, it is vital that owners receive a fair return via prize money. A new set of commercial partnerships are needed to enshrine the link between the investment that owners make and the returns being generated from increased media rights deals. Work continues in this area – it is hoped that the new year will see something tangible.

extend my sincere thanks to Ken McGarrity, who is stepping down at the AGM after nine years of dedicated service to the ROA. His leadership and contributions, particularly as Chair of the Finance, Audit, and Risk Committee, have been invaluable. am grateful for his efforts, including his significant role in the PRIS negotiations, which will greatly benefit our members.

Louise Norman has taken the reins at the ROA and has hit the ground running. There is no doubt the organisation has seen a new energy and approach over the last few months. Whilst the financial results for the year were not good, we have seen membership numbers stabilise and a pleasing uptake in the new VAT Solution business. It has been a difficult few years, however, under the new leadership, the signs are positive for the ROA.

Charlie Parker

GOING FURTHER FOR OUR MEMBERS

REPORT FROM YOUR CHIEF

EXECUTIVE,

LOUISE NORMAN

As your Chief Executive my focus is clear—delivering an exceptional experience for racehorse owners, who are the cornerstone of our sport. Advocacy, Sustainability, and Innovation are the pillars driving our efforts, ensuring that owners’ voices are heard, the sport remains viable, and we continue to evolve. Inclusivity and Growth underpin our mission, as we work to make ownership accessible, rewarding, and enduring for all.

The days of relying on racehorse owners as a financial safety net are over. The sport must be transparent, relevant, and engaging—and for owners, it must be equitable and fair. Without these qualities, owners will continue to diversify their portfolio and reduce their investment. Owners deserve to know: Where does their money go? How is it spent? What value are they getting in return? ? I want to ensure that our belief that the owner is the key participant in the sport, without whom none of the other elements would exist, is understood and appreciated at all levels.

British racing is the finest product in the world, rich in history and heritage. Our legacy fuels a unique narrative that no other sport can match. But legacy alone is not enough. We have to modernise our processes and approach to remain competitive.

The phrase “that’s how it has always been” must be eradicated. Instead, we must adopt a forward-thinking mindset that asks: What do owners need now, and what will they need in the future?

The landscape of our sport has transformed dramatically. What was once dominated by owner-breeders with solely owned horses is now driven by owners diversifying through partnerships, syndicates, and clubs. The sport must evolve to meet this change by creating a platform that rewards and recognises owners at every level of investment, making ownership not just accessible but aspirational to retain owners and create growth for longer term sustainability.

The ROA must lead this evolution. We need to unify owner services across the sport, working collaboratively with all stakeholders to deliver the transparency and confidence that owners demand—both now and in the future. This is a time of significant opportunity for racing, offering us the chance to drive the necessary changes and challenge outdated norms. We must be bold, agile, and willing to experiment, ensuring that every stakeholder’s role supports our collective goals.

For the ROA, the foundation of our strategy is simple: What do owners need, and how do we meet those needs? Communication is key. We will ensure that owners know what the ROA stands for, what we are doing, and how their views shape our actions. In the short time since I’ve taken on this role, we’ve already begun evolving the ROA to be more active, more engaged, and more responsive to owners. This is just the beginning.

The trust placed in me is never taken for granted, and I am fully committed to delivering the Board’s strategic vision. Building a skilled team, recognising our roles, and driving collective change are crucial.

My focus as CEO is on rebuilding trust, strengthening relationships, and achieving our goals for owners. We’ve thoroughly reviewed our operations, and the ROA Board is actively engaged across the industry. The business is evolving, and the voice of owners will be amplified.

Thank you for your continued trust and support as we move forward together.

Louise Norman

OUR VISION OUR MISSION

TO CREATE A WORLD-CLASS, MODERN AND GROWING SPORT

that brings the passion of racehorse ownership and racing to millions as part of the uk’s social fabric.

WE WANT TO SHAPE A MODERN SPORT WITH A BRIGHT FUTURE

Representing the interests of owners through rigorous advocacy

Promoting ownership and racingits joys and benefits - to current and future generations

Securing the future of the sport through the modernisation of ownership, standards and funding

OUR VALUES

COMMITTED

We are strong and single-minded in making ownership and horseracing more positive and progressive

INCLUSIVE

We achieve more when we work with a diversity of stakeholders and opinions –our relationships are built on a shared love of the horse and the sport

PERSONALISED

We are a service orientated organisation and place owners at the centre of everything we do PROFESSIONAL

We maintain the highest levels of independence and transparency to ensure we play a positive role in ensuring the future success of our sport

OUR GOALS

BUILDING FOUNDATIONS FOR GROWTH

We’re evolving to meet the needs of owners and thrive within the changing landscape of the industry. By continually improving our governance and processes we will ensure the ROA is future-fit –ready to meet any challenge and primed for growth.

COLLABORATING ACROSS THE SPORT AND BEYOND

Our sport benefits when the industry works together for the common good. We’ll continue to advocate cross-sport and cross-border collaboration, working with industry bodies and committees and engaging in completely new partnerships – for the benefit of our owners and racing as a whole.

INSPIRING OWNERSHIP

We’ll continue to enhance our marketing capability – to raise awareness and attract new owners to the community.

We’ll also increasingly focus on tactical campaigns and bespoke approaches to engage new and existing owners and highlight the work of the ROA and the industry, from charity work to care in the community, our response to COVID-19 and beyond.

ELEVATE THE OWNERSHIP EXPERIENCE

We are working with racing’s stakeholders to create an improved experience to make ownership more rewarding for all levels of interest, enabling the retention, maintenance and improvement for all existing ROA owners and the attraction of new.

DELIVERING RACING’S FUTURE

We’re working to ensure horseracing and racehorse ownership play a prominent role within British society, creating a bright commercial future for the sport we love.

The distribution and level of prize money remain a cornerstone of the ROA’s commitment to the sport, reflecting the priorities of our owners. Our involvement in industry-wide discussions ensures that the voices of owners are heard in key forums such as the BHA’s Racing Committee, the Commercial Committee, and the BHA Board, where our President continues to advocate for fair and sustainable prize money levels.

In 2023, despite ongoing economic challenges, total prize money matched or slightly exceeded the record £182.5m set in 2022. Key racecourses like Ascot, York, and Cheltenham led the way with substantial contributions, helping maintain competitive prize money levels, especially at major festival meetings. However, it is important to note that inflation in 2023 was higher than the historic norm. While prize money increased in nominal terms from 2022, it did not keep pace with the rising cost of living more generally.

This underscores the ongoing challenges facing participants and heightens the importance of the ROA’s efforts to address the disparities within the industry.

Looking ahead, the ROA remains vigilant to the challenges posed by global economic conditions and the ongoing costof-living crisis. The potential impact of affordability checks within the betting industry is also of concern. Nonetheless, our commitment to advocating for equitable and fair prize money distribution continues, ensuring that owners’ investments are duly recognised and rewarded.

The ROA will persist in its efforts to address the disparities in commercial arrangements within the industry, working tirelessly to support the financial sustainability of our sport. The Thoroughbred Group, representing owners, trainers, breeders, jockeys and racing staff, continues to play an integral role on the Horseracing Betting Levy Board and work is ongoing in relation to developing commercial partnerships. Ensuring levy funds are fairly distributed is essential for the future sustainability of British horseracing.

Formalising agreements with racecourses will ensure that they are held to account on prize money, and can provide a platform for the collaborative growth of the industry.

PRESSING AHEAD

The Tote is very proud to have the ROA as one of our investors, alongside a host of familiar owners and breeders in British racing. We want owners to benefit from a revitalised and stronger Tote.

We are delighted to continue to support the ROA Owner Sponsorship Scheme with 1,535 horses included in the scheme in 2023, helping to save owners c.£7.5m in reclaimed VAT.

The ROA Board is provided with regular updates on progress throughout the year, as well as ROA members receiving the latest information about Tote offerings in the Inside Track communications.

We would now like to take this opportunity to update you on recent developments at the Tote, and let you know what we’re working on over the next year.

Here’s how the Tote has progressed over the last year:

More racing and more sport

The Tote continues to work hard to expand its offering to customers, knowing racing fans want the ease of having everything in one place.

Tote customers now have access to the best of American and French racing with the Tote commingling into US and French pools and streaming available for every race.

In addition, this year we have launched a sportsbook to offer our customers the chance to bet on other sports on one platform at tote.co.uk and on the Tote App. This mirrors the work of our international partners, and we have received a very positive response with increased customer engagement.

More customers enjoying better value

Customer numbers on tote.co.uk have continued to grow to over 300,000 since the UK Tote Group acquired the Tote in October 2019. Over that period, total pool turnover has grown 56%, with turnover on win bets increasing by 74%.

This growth has been driven by improving customer experience, but also crucially by offering industry-leading value.

Since the launch of Tote Guarantee (where the Tote always matches or exceeds the industry SP if the pool price is bigger) the Tote Win price beats the Industry Starting Price over a quarter of the time and always matches it on the remaining occasions. This means Win takeout on tote.co.uk is down from 19.25% to around 10% with Tote Guarantee in place.

Customer experience and value will remain at the heart of the Tote’s plans.

More World Pool

The Tote is continuing to work with our partners in the UK and internationally to help generate significant new revenues for the sport via World Pool, which sees pool betting operators from around the globe commingle pools operated by the Hong Kong Jockey Club to create a “World Pool”.

This results in enormous liquidity, with a multi-million-pound betting experience and better value for the customer, along with increased media rights for the sport.

As well as returning new and increased funds to the sport, World Pool is offering incredible value to Tote customers.

On British and Irish World Pool days in 2023, the Tote has operated with an average pool size of £25m, with the Tote Win overround at 109% compared to 122% for the industry SP. Tote Win beat the Industry SP in 66% of World Pool races and matched on the remaining occasions.

This year, the UK and Ireland will host around 23 World Pool days on the best flat meetings in the race calendar. We are working hard with partners to bring more World Pool days to British and Irish racing in 2025 and future years.

More Partnerships

Over the last year, the UK Tote Group has signed new longterm agreements with both the Hong Kong Jockey Club and Ascot Racecourse, which is hugely positive for all parties.

“The UK Tote is our principal commingling partner, and we are very pleased to be extending our relationship for the next five years with this new agreement. The UK Tote has been instrumental in the growth of World Pool over the last four years and this new agreement underpins our very valued partnership. We look forward to continuing to work with John Williamson, Alex Frost and the whole Tote team to build on the strong platform we have created to develop the pool betting experience for racing fans around the world.”

Winfried Engelbrecht-Bresges, Chief Executive Officer of the Hong Kong Jockey Club

“We are delighted have a new agreement in place with the Tote which will allow us to build on what has been achieved domestically and internationally over the last four years. As one of the original architects of World Pool, alongside the Hong Kong Jockey Club and the Tote, we are excited to support the further development of World Pool to ensure both racing fans and the sport benefit from it.”

Alastair Warwick, Chief Executive of Ascot Racecourse

Join the Tote

We hope some, if not much, of this update, might be familiar to you if you are a Tote customer.

If you are not a Tote customer, please become one!

The process is a simple one and all the information you need is at tote.co.uk or on the iOS or Android Apps, depending on what phone you use.

If you require any further assistance, please call our incredibly experienced Customer Care team on 0800 032 8188.

More to come from the Tote

In what continues to be an equally challenging and exciting time for British racing, we are all excited by the progress we are making at the Tote and look forward to keeping the ROA and its members updated regularly on progress.

RACING WELFARE UPDATE

Racing Welfare and the ROA joined forces in 2022, with the aim of strengthening the longstanding relationship which already existed between the two organisations. Working together as official partners to help protect and promote the health and wellbeing of racing industry staff, the relationship continues to go from strength to strength.

Throughout the course of 2023, the partnership has seen the ROA and Racing Welfare combine with various initiatives, sponsorship, and events to help raise more than £110,000 for Racing Welfare.

In April, the ROA and Racing Welfare joined forces for an Aintree lunch for the very first time. In previous years, each organisation hosted separate events, but combined efforts saw 450 guests gather in the Hospitality Pavilion on the Thursday of the Grand National. The success of which saw the event replicated in 2024.

The ROA also fielded teams at Racing Welfare sporting fundraisers, firstly in May at the charity’s annual Woburn Golf Day, which saw them play 18 holes on the famous Marquess course.

In July, ROA team members Louise Norman and Ruth Diver took on Racing Welfare’s Yorkshire Three Peaks Challenge.

Despite most of the group not completing the final two peaks on safety advice due to adverse weather, they still completed a gruelling hike of around 20 miles, covering challenging terrain and more than 3,000ft of ascent. A varied group took part, from racecourse and racing yard employees to members of the media and racehorse owners, with participants commenting on the positive benefits of connecting with other like-minded individuals.

New for 2023 was the development of a monthly auction, with a variety of money-can’t-buy lots sourced by Racing Welfare available exclusively to ROA members. Entitled ‘Bid to Give,’ the initiative launched in July, and by the end of 2023, £14,210 had been raised through lots sold, which included Glorious Goodwood and Aintree packages, golf, and bespoke tailoring and millinery packages.

Finally, the year concluded with Racing Welfare’s Northern Racing Awards and Epsom Owners’ and Trainers’ Awards. These annual events celebrate the successes of those racing communities at glittering black-tie ceremonies, and as in previous years, the ROA has supported the event by providing headline sponsorship.

The total the partnership has helped to raise since it began in 2022 until the end of 2023 was in excess of £140,000.

The partnership also affords valuable awareness-raising and networking opportunities. Racing Welfare had a presence in the ROA marquee at Cheltenham Festival in March, where members could find out more about the vital work the charity does to support all of racing’s people.

The ROA also supported Racing Welfare with campaign activity throughout 2023, including Mental Health Awareness Week in May and Racing Staff Week during June/July.

2023 Overview

• In 2023, a total of 1,781 individuals were supported by Racing Welfare, who sought help for a variety of reasons including housing, mental health, money matters, and physical health.

• A total of 94 people undertook Mental Health First Aid courses facilitated by Racing Welfare in 2023—with 87 attending the course and 7 completing the MHFA online training course.

• In January 2023, the new Racing Welfare app was launched to make it easier for racing’s people to access 24/7 support. The app was the first of its kind in the industry, and since its inception, 926 people have downloaded it.

Sarah Whitney from the trust said:

• Three-year funding was secured from the Gerald Leigh Charitable Trust, enabling the creation of a new role that forms part of a new Community Engagement Department. The funding will support a dedicated Racing Welfare Engagement Officer in the Thoroughbred Stud and Breeding Sector. The role has been developed to raise awareness of Racing Welfare services in this sector and to build relationships with employers and employees with the vision of improving access to Racing Welfare’s wellbeing services.

“The Gerald Leigh Charitable Trust encourages people to access Racing Welfare’s wonderful assistance and seek their invaluable support, which we hope will make a really positive difference to many people’s lives in the breeding world.”

CASE STUDY

Support from the ROA means Racing Welfare continues to help people like David, who is Head Person at a stud in Berkshire and has worked with Thoroughbreds since leaving school, aged 16.

David first approached Racing Welfare for support with his return to work following a serious accident that had left him with a broken back and pelvis. He said: “A horse reared over on top of me and I was out of work for a year with a broken back and pelvis. I was in a bad way. At the time, I wasn’t sure whether I’d be able to walk, or at least walk normally, again.”

Racing Welfare arranged for David to attend Oaksey House and funded a series of intense physiotherapy sessions, which helped him get back on his feet. “It was amazing. [The physiotherapy] got me walking probably three months sooner than I’d have managed it by myself,” he added.

Racing Welfare also supported him to study for and achieve his HGV Level Two qualification, which opened up a new career pathway should he need it, and he also received further support through Racing’s Occupational Health Scheme for an ongoing frozen shoulder. He summarises: “Whenever I’ve got a problem, I always approach Racing Welfare first because they are always really helpful. I regularly encourage other people to get in contact with them if they need help. There’s no doubt about it, Racing Welfare has helped me immensely.”

EQUINE WELFARE UPDATE

An update from the Horse Welfare Board (HWB), British racing’s independently chaired cross-industry board created to ensure the highest possible welfare standards across the sport.

Now in its third year of implementing change, British Racing’s HWB continues to deliver progress in the core priority areas of safety, data, traceability, aftercare, and communications.

Of the 26 projects identified in the industry’s five-year welfare strategy, A Life Well Lived, five are now complete, two are established and ongoing, and 18 are live or in continuous monitoring.

The strategic aims of the HWB and its five-year plan are to ensure:

1. Best possible QUALITY OF LIFE

2. Collective LIFETIME RESPONSIBILITY

3. Best possible SAFETY

4. Growth and maintenance of TRUST

The HWB programme receives ongoing investment from the Racing Foundation (RF) and the Horserace Betting Levy Board (HBLB) to support project implementation. The appointed programme team works closely with multiple organisations across the industry to ensure clarity of the work being undertaken including the British Horseracing Authority, Professional Jockeys Association, National Trainers Federation, Racecourse Association, Thoroughbred Breeders Association and the Racehorse Owners Association. Support from these groups, amongst others, allows the HWB certainty that the projects are achievable and can be implemented in suitable timescales.

Achievements in the last 12 months

• Third annual ‘National Racehorse Week’ hosted over 13,000 people at 209 events at training yards, aftercare centres and studs. 92% of visitors that were not regular racegoers said National Racehorse Week positively changed their opinion of racehorse care. This year it will run between 7-15th September

• Cross-industry HorsePWR campaign platform and website hub launched. Horsepwr.co.uk provides the sport with a central hub for all welfare related data and facts from the sport, including faller and fatality rates, foal crops, and post racing traceability.

• Findings from the Racing Risk Model (RRM) in partnership with lead epidemiology partner, the Royal Veterinary College, have been made. As a result, a new one-year fallers project has commenced, with an expert panel reviewing faller related data and making recommendations to reduce falls and serious injury. Other areas are being explored by the sport’s Equine Safety Group.

• The Fatality Review project, a one-year pilot led by the HWB continues to run until December 2024. This is a “no blame” qualitative process to identify potential learnings that can contribute to the ongoing work to reduce fatalities on British racecourses.

• BHAGI 3.2 (Conditions of the Course, Going and Irrigation) has been updated with the latest best practice guidance This is now a requirement for all courses.

• 18-month Turf Assessment Research study by Nottingham Trent University continues. This aims to develop a standard protocol that can reliably and consistently measure racetrack going and be used to directly compare different racetracks.

• New pads for paddled hurdles were tested and approved by the BHA for use in racing and are now being used on racecourses.

• Stalls and starting recommendations have resulted in trials of new potential products to improve safety within stalls.

• Recommendations made regarding padding of all timber toe boards, the future of traditional birch hurdles, and painting padded hurdles white to the top of the pads.

• Concept hurdle toe-boards being trialled for possible use across racecourses.

• New AI-based motion analysis technology (SLIEP) being trialled to support trot-up protocols as part of pre-race checks on race day

• Britain’s first Thoroughbred Census completed in partnership with Hartpury University, concluding that 80% of the current former racehorse population are identifiable and active

• ‘Whereabouts’ analysis project established as an annual process led by the TBA. This assesses the outcomes and whereabouts of the 2018 Foal Crop that have not progressed into licensed training from a GB stud farm to better understand and trace Thoroughbreds exiting the sport at an early stage.

• Every jump course in Britain has been walked by HWB’s Equine Safety Advisor. Recommendations with equine safety in mind were discussed and agreed with the Inspectors of Courses and BHA Racecourse Operations.

• Appearance money scheme reviewed and completed, removing the incentive for jockeys and horses to continue in a race ‘unsafely’ to achieve placing money. Every runner on a Sunday now receives a payment regardless of final placing.

• Continuation of the Retraining Assessment Programme, led by Retraining of Racehorses (RoR) and delivered by HEROs, enabling support for horses on their first step out of racing.

How does the work of the Horse Welfare Board impact you as an owner?

The Horse Welfare Board strategy focuses on the ambition that every horse bred to race should lead— and be seen to lead—“a life well-lived.”

As an owner, you can be sure that:

• There is a single, overarching strategy for equine welfare in the racing industry that looks across the lifetimes of all horses bred for racing.

• There is constant work focused on improving equine safety for your horse.

• Data continues to be monitored across several areas to identify associated risks and plans are made to minimize those risks.

• There is a strong focus on ensuring a more confident and proactive approach to welfare communications.

• The HWB is working closely with Retraining of Racehorses (RoR) to ensure that all racehorses are guaranteed a well-deserved and fulfilling career or retirement after racing

REPORT AND FINANCIAL STATEMENTS

THE YEAR ENDED 31ST MARCH 2024

DIRECTORS’ REPORT

The directors present their annual report and financial statements for the year ended 31 March 2024.

Principal activities

The principal activity of the Association continued to be that of promoting and supporting the interests of racehorse owners in Great Britain funded through membership subscriptions.

Directors

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

M L Albon

K Almudhaf

S C Appelbee (Appointed 15 November 2023)

Sir P Davies MP

C J Djivanovic

R T Goff

A J Hamilton-Fairley

G Kelleway

C O A Liverton (Resigned 31 May 2024)

J K McGarrity

C M Parker

A D Spence

J Walker (Appointed 15 November 2023)

C C Walker (Resigned 6 April 2023)

C Wright CBE

Auditor

RSM UK Audit LLP have indicated their willingness to be reappointed for another term and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.

Statement of disclosure to auditor

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

Small companies exemption

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

On behalf of the board

C M Parker Director

20th August 2024

Directors’ Responsibilities Statement for the year ended 31 March 2024

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the surplus or deficit of the company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE RACEHORSE OWNERS ASSOCIATION LIMITED

Opinion

We have audited the financial statements of The Racehorse Owners Association Limited (the ‘company’) for the year ended 31 March 2024 which comprise the statement of comprehensive income, the statement of financial position and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

• give a true and fair view of the state of the company’s affairs as at 31 March 2024 and of its deficit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

• the directors’ report has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit; or

• the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies exemption from the requirement to prepare a strategic report or in preparing the directors’ report.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 2, 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 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 company or to cease operations, or have no realistic alternative but to do so.

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.

The extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

• obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the company operates in and how the company is complying with the legal and regulatory frameworks;

• inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

• discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures and inspecting any correspondence with external tax advisors.

The audit engagement team identified the risk of management override of controls and completeness of revenue as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to any significant, unusual transactions and transactions entered into outside the normal course of business and performing tests of detail on revenue recognised in the year and subsequent to the year end.

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.

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.

Claire Sutherland

Statutory Auditor

C M Parker

were

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST MARCH 2024

1 ACCOUNTING POLICIES

Going concern

The directors continue to review the company’s status as a going concern, including its financial security, the adequacy of its reserves and the robustness of future financial projections. The ROA has made conservative budget projections for a period covering at least 12 months from the approval of the financial statements. There is a reasonable level of confidence attached to the current budgeted income and expenditure projections that do not threaten the solvency of the ROA or its status as a going concern. Existing cash resources provide the company with sufficient financial strength to withstand a significant downturn and there is presently no indication of such a downturn as income is in line with expectations and expenditure remains carefully controlled. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Income

and expenditure

Income and expenses are included in the financial statements as they become receivable or due.

Income from events is recognised when the entity is legally entitled to the income. Entitlement is the earlier of the date of the event or the date on which a non-refundable booking is made.

Income from provision of services is recognised on a receivable basis in line with when the services are completed.

Grants

Grants relating to revenue are recognised in income on a systematic basis over the period to which the entity recognises the related costs for which the grant is intended to compensate.

Members’ subscriptions

Members’ subscriptions are accounted for on an accruals basis, in compliance with Section 23 of FRS 102. When the company receives subscription income from a member in advance, a liability is recognised of an equal amount. Over the period to which the subscription relates the liability is proportionately reduced and recognised as revenue.

Intangible fixed assets other than goodwill

Intangible assets, including website development costs, are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

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

Software 5 years straight line

Tangible fixed assets

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

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

Leasehold improvements 10 years straight line

Other plant and machinery 5 years straight line

Fixed asset investments

Interests in subsidiaries and associates are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

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

Cash and cash equivalents

Cash and cash equivalents are basic financial instruments and include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.

Financial instruments

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

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include trade and other debtors and amounts owed by group undertakings, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method.

Other financial assets

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

Basic financial liabilities

Basic financial liabilities, including trade and other creditors, are initially recognised at transaction price and are subsequently carried at amortised cost.

Taxation

The company is exempt from corporation tax, other than on its investment income, it being a company not carrying on a business for the purposes of making a profit.

Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in surplus or deficit in the period in which it arises.

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

Leases

All other leases are operating leases and the annual rentals are charged to profit or loss on a straight line basis over the lease

4 INTANGIBLE FIXED ASSETS

5 TANGIBLE FIXED ASSETS

On 16 June 2006 the company became a member of Thoroughbred Grp Limited (formerly Horsemen Limited), a company registered in England and Wales, limited by guarantee, and not having share capital. The liability of its members is limited to £1 each and nothing was paid for the investment. As such there is no asset in the accounts. At the balance sheet date there were five members of this company. The company represents the collective interests of owners, trainers, breeders, jockeys and stable staff.

On 31 July 2007 the company became a member of British Horseracing Authority Limited, a company registered in England and Wales, limited by guarantee, and not having share capital. The liability of its members is limited to £1 each and nothing was paid for the investment. As such there is no asset in the accounts. At the balance sheet date there were four members of this company. The company is the regulatory and governing body of horseracing in Great Britain. British Horseracing Authority Limited have two wholly owned subsidiaries, Great British Racing Limited and British Horseracing Database Limited. Both companies are registered in England and Wales. The principal activity of Great British Racing Limited is the commercialisation of the contents of the Racing Administration database through access and user licence agreements with third parties, whilst British Horseracing Database Limited’s principal activity is the maintenance and licences of the database.

On 10 June 2019 the company became a shareholder of UK Tote Group Limited a company registered in England & Wales. At 31 March 2021, the cost of the investment was recorded at £350,000 in the accounts, on 8 December 2021 the company increased the investment by £51,915 and this is now valued at £401,915.

Movements in fixed asset investments

11 MEMBERS’ LIABILITY

12k SPONSORSHIP ARRANGEMENTS

7 DEBTORS

8 CURRENT

ASSET INVESTMENTS

13 OPERATING LEASE COMMITMENTS

BOARD MEMBERS

MARK ALBON

Year elected: 2022

Board attendance1: ✓ Qualifying Owner2: ✓

KHALID ALMUDHAF

Co-opted: 2021

Board attendance1: ✓ Qualifying Owner2: ✓

STEPHEN APPELBEE

Year elected: 2023

Board attendance1: ✓ Qualifying Owner2: ✓

SIR PHILIP DAVIES

Year elected: 2021

Board attendance1: ✓ Qualifying Owner2: ✓

CELIA DJIVANOVIC

Year elected: 2021

Board attendance1: ✓ Qualifying Owner2: ✓

TOM GOFF

Year elected: 2022

Board attendance1: ✓ Qualifying Owner2: ✓

AMANDA (MOUSE) HAMILTONFAIRLEY

Year elected: 2021

Board attendance1: ✓ Qualifying Owner2: ✓

Year elected: 2023

Board attendance1: ✓ Qualifying Owner2: ✓

ROA Scotland Representative Co-opted: 2021

Board attendance1: ✓ Qualifying Owner2: ✓ CHARLIE PARKER

Year elected: 2021

Board attendance1: ✓ Qualifying Owner2: ✓ ALAN SPENCE

Year elected: 2020

Board attendance1: ✓ Qualifying Owner2: ✓ JIM WALKER

Year elected: 2023

Board attendance1: ✓ Qualifying Owner2: ✓ CHRIS WRIGHT CBE

Co-opted: 2016

Board attendance1: ✓ Qualifying Owner2: ✓