Company Registration No. 11962477 (England and Wales)
EliteClub Holdings Limited
Annual report and
group financial statements
for the year ended 31 December 2022
EliteClub Holdings Limited
Company information
Director
Silvia Friedl
Company number
11962477
Registered office
40 Basinghall Street
9th Floor
Suite 9.10
London
England
EC2V 5DE
Independent auditor
Saffery LLP
St John's Court
Easton Street
High Wycombe
HP11 1JX
EliteClub Holdings Limited
Contents
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group statement of financial position
10
Company statement of financial position
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 35
EliteClub Holdings Limited
Strategic report
For the year ended 31 December 2022
1

The director presents the strategic report for the year ended 31 December 2022.

Fair review of the business

The company was incorporated on 25 April 2019. New investments were carried out in 2022. Respectively 20 percent of Lycoocean One Ltd and SH Magic Ltd were acquired during that period. All other subsidiaries were incorporated or acquired into the group before of the period.

 

The entity acts as the holding company for the 'EliteClub' group. The principal activity of the company and group was that of the administration of a private members' club which connects people all across the globe where

members enjoy access to exclusive opportunities.

 

The main income streams of the Group are derived primarily from management fees receivable for the recharge of expenditure in respect of services provided by the group to related parties and the amounts received/ receivable in respect of flight, travel and transportation services provided to third parties. EliteClub group continues to show promising results by generating £5.9m in turnover in the year to 31 December 2022, with the number of memberships in 2022 reaching over 1,100. Overall the director is pleased with the performance of the Group. During the year significant investment was made into the company's EliteClub app and acquiring assets to be used by members resulting in a loss before tax of £6.4m and net assets of £4.1m.

Principal risks and uncertainties

Foreign exchange risk

The Group and Company have significant loans receivable and payable due from related parties and group companies. Volatility in exchange rates exposes the Company and its Group to reduced cash inflows and increased cash outflows. The risk is managed indirectly via natural hedges where receivables are offset against payables and by having receivables and payables denominated in a portfolio of different currencies for the purpose of reducing the exposure to any one single exchange rate pairing.

 

Credit risk

Client receivables are monitored to ensure credit risk is at manageable levels commensurate with our scale of operations.

 

Liquidity risk

As the Group that EliteClub Holdings Limited heads is loss making in the period, liquidity risk has been mitigated by support from the ultimate controlling party and related parties. The funds are used to service the Group’s operating activities and supplement internal cash generation to meet liquidity and working capital requirements. Levels of group borrowing, debt service cost and cashflow available for debt service are monitored periodically to ensure any liquidity risk is highlighted and addressed.

Key performance indicators

Management measures performance through a number of key performance indicators, namely:

2022
2021
£
£
Turnover
6,210,557
26,315,775
Operating (loss)/ profit
(5,997,180)
(6,381,313)
Operating (loss)/ profit margin
(97%)
(24%)

The group is in the progress of restricting and reorientation to attract new collaborations.

EliteClub Holdings Limited
Strategic report (continued)
For the year ended 31 December 2022
2
Future developments

Currently there are 3 main areas of future development for EliteClub:

 

Expansion of EliteClub assets and benefits

EliteClub is in the research phase to provide additional exclusive villas to the members, like the existing one in

Greece. In 2023 we will start a cooperation with third-party providers for three countries in Europe, where more villas will be exclusively available to our members. These have proven to be very popular among the members allowing them to spend some time with their families or use the facilities for team building.

 

Establishing connection with new business partners

EliteClub is constantly striving to provide new products and services to its members, valuing the variety and

versatility of benefits offered. As a result of this EliteClub is establishing more connections with innovative

partners and suppliers.

 

Connecting the members trough innovation

Currently EliteClub is developing an app which will enable our members to have an even closer connection

between each other and profit personally from established leaders in a variety of different business fields, all of

which can offer unique advice and support. Additionally to our own events all the members of the EliteClub are getting special offers and travel deals throu one of our partner companies. Furthermore we are working on an business platform witch will allow an excusive access to online seminares and events all over the world.

Going concern

During the financial year the Company and of its subsidiaries continued to feel the impact of the Covid-19 pandemic. However, to date the Company has been successful in managing these risks and there was no particular disruption to operations. The personnel of the Company and its subsidiaries were effectively and safely able to continue to work remotely through use of technology. Alongside this the director took appropriate measures to control costs. As we exit the pandemic, the director continues to monitor the likely impact on operations going forward, and considers that it continues not to present a significant risk.

 

The Group has made a loss for the year of £6.4m and has net assets of £4.1m at the year end date. The loss for the year is stated net of an impairment to related party balances of £0.5m.

 

In her assessment of the basis of preparation of these financial statements the director has assessed the Company's projected business activities and available financial resources, together with appropriate cash forecasts. The Company is expected to trade profitably in the foreseeable future, and the cash flow forecasts of the Company and its subsidiary Group prepared by management show that the Group will generate significant cash surpluses in the forecasted period and beyond. The director therefore believes that the Company is well placed to manage its business risks successfully through any potential period of economic uncertainty in the wider global economy.

 

The Company has the support of its subsidiaries, and also the availability of financial support from related party companies should it be required. Similarly, the director has received assurances that amounts owed to these group and related parties will not be recalled for payment unless the company has the ability to repay. In view of the above the director considers that the Company has access to sufficient resources to meet its liabilities as they fall due, for at least twelve months from the date of approval.

On behalf of the board

Silvia Friedl
Director
13 March 2024
EliteClub Holdings Limited
Director's report
For the year ended 31 December 2022
3

The director presents her annual report and financial statements for the year ended 31 December 2022.

Principal activities

The principal activity of the company and group continued to be that of the administration of a private members' club which connects people all across the globe where members enjoy access to exclusive opportunities.

Results and dividends

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

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

Director

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

Silvia Friedl
Post reporting date events

Details of events after the reporting date are dealt with in Note 27.

Statement of director's responsibilities

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

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless she is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

 

 

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

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 auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

EliteClub Holdings Limited
Director's report (continued)
For the year ended 31 December 2022
4
Matters covered in the strategic report

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

On behalf of the board
Silvia Friedl
Director
13 March 2024
EliteClub Holdings Limited
Independent auditor's report
To the members of EliteClub Holdings Limited
5
Opinion

We have audited the financial statements of EliteClub Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

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

 

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.

EliteClub Holdings Limited
Independent auditor's report (continued)
To the members of EliteClub Holdings Limited
6

Opinions on other matters prescribed by the Companies Act 2006

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

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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's 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:

 

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the parent company or to cease operations, or has 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.

EliteClub Holdings Limited
Independent auditor's report (continued)
To the members of EliteClub Holdings Limited
7

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

 

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the director, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with director and by updating our understanding of the sector in which the group and parent company operates.

 

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.

 

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.

 

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, 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.

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

EliteClub Holdings Limited
Independent auditor's report (continued)
To the members of EliteClub Holdings Limited
8

Use of our report

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

 

Sheryl Davis (Senior Statutory Auditor)
For and on behalf of Saffery LLP
13 March 2024
Chartered Accountants
Statutory Auditors
St John's Court
Easton Street
High Wycombe
HP11 1JX
EliteClub Holdings Limited
Group statement of comprehensive income
For the year ended 31 December 2022
9
2022
2021
Notes
£
£
Turnover
3
6,210,557
26,315,775
Cost of sales
(5,385,984)
(3,424,358)
Gross profit
824,573
22,891,417
Administrative expenses
(6,334,680)
(11,307,577)
Other operating income
316
8
Exceptional item
4
(487,389)
(20,765,110)
Exceptional item
4
-
0
2,799,949
Operating loss
5
(5,997,180)
(6,381,313)
Share of results of associates
(302,009)
-
Interest receivable and similar income
8
259,684
195,416
Interest payable and similar expenses
9
(299,323)
(133,402)
Fair value gains and losses on investment properties
13
(68,408)
-
0
Loss before taxation
(6,407,236)
(6,319,299)
Tax on loss
10
(23,008)
(33,114)
Loss for the financial year
24
(6,430,244)
(6,352,413)
Other comprehensive income
Currency translation gain taken to retained earnings
3,706,404
137,459
Total comprehensive income for the year
(2,723,840)
(6,214,954)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
EliteClub Holdings Limited
Group statement of financial position
As at 31 December 2022
10
2022
2021
Notes
£
£
£
£
Fixed assets
Goodwill
11
433,755
790,748
Negative goodwill
11
(716,275)
(1,124,064)
Net goodwill
(282,520)
(333,316)
Tangible assets
12
2,460,611
2,087,718
Investment property
13
1,608,028
1,431,404
Investments
14
4,881,364
2,799,949
8,667,483
5,985,755
Current assets
Debtors
17
991,638
2,445,910
Cash at bank and in hand
481,183
917,616
1,472,821
3,363,526
Creditors: amounts falling due within one year
18
(5,220,986)
(1,815,817)
Net current (liabilities)/assets
(3,748,165)
1,547,709
Total assets less current liabilities
4,919,318
7,533,464
Creditors: amounts falling due after more than one year
19
(850,304)
(740,610)
Net assets
4,069,014
6,792,854
Capital and reserves
Called up share capital
23
100
100
Profit and loss reserves
24
4,068,914
6,792,754
Total equity
4,069,014
6,792,854
The financial statements were approved and signed by the director and authorised for issue on 13 March 2024.
Silvia Friedl
Director
Company Registration No. 11962477 (England and Wales)
EliteClub Holdings Limited
Company statement of financial position
As at 31 December 2022
31 December 2022
11
2022
2021
Notes
£
£
£
£
Fixed assets
Tangible assets
12
2,448
3,847
Investments
14
2,965,505
4,400,294
2,967,953
4,404,141
Current assets
Debtors
17
1,087,530
13,140,687
Cash at bank and in hand
4,078
389
1,091,608
13,141,076
Creditors: amounts falling due within one year
18
(5,105,267)
(17,159,410)
Net current liabilities
(4,013,659)
(4,018,334)
Net (liabilities)/assets
(1,045,706)
385,807
Capital and reserves
Called up share capital
23
100
100
Profit and loss reserves
24
(1,045,806)
385,707
Total equity
(1,045,706)
385,807

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,431,513 (2021 - £2,949,708 profit).

The financial statements were approved and signed by the director and authorised for issue on 13 March 2024..
Silvia Friedl
Director
Company Registration No. 11962477 (England and Wales)
EliteClub Holdings Limited
Group statement of changes in equity
For the year ended 31 December 2022
12
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2021
100
13,007,708
13,007,808
Year ended 31 December 2021:
Loss for the year
-
(6,352,413)
(6,352,413)
Other comprehensive income:
Currency translation differences
-
137,459
137,459
Total comprehensive income
-
(6,214,954)
(6,214,954)
Balance at 31 December 2021
100
6,792,754
6,792,854
Year ended 31 December 2022:
Loss for the year
-
(6,430,244)
(6,430,244)
Other comprehensive income:
Currency translation differences
-
3,706,404
3,706,404
Total comprehensive income
-
(2,723,840)
(2,723,840)
Balance at 31 December 2022
100
4,068,914
4,069,014
EliteClub Holdings Limited
Company statement of changes in equity
For the year ended 31 December 2022
13
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2021
100
(2,564,001)
(2,563,901)
Year ended 31 December 2021:
Profit and total comprehensive income for the year
-
2,949,708
2,949,708
Balance at 31 December 2021
100
385,707
385,807
Year ended 31 December 2022:
Profit and total comprehensive income
-
(1,431,513)
(1,431,513)
Balance at 31 December 2022
100
(1,045,806)
(1,045,706)
EliteClub Holdings Limited
Group statement of cash flows
For the year ended 31 December 2022
14
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
29
(614,322)
(1,421,350)
Interest paid
(299,323)
(133,402)
Income taxes (paid)/refunded
(119,179)
2,283
Net cash outflow from operating activities
(1,032,824)
(1,552,469)
Investing activities
Purchase of business
-
(35,774)
Purchase of tangible fixed assets
(1,054,798)
(4,197)
Proceeds from disposal of tangible fixed assets
205,157
1,691,078
Purchase of investment property
(168,142)
-
Purchase of associates
(2,383,424)
-
Loan to director
(9,199)
-
Interest received
259,684
195,416
Net cash (used in)/generated from investing activities
(3,150,722)
1,846,523
Financing activities
Proceeds from new bank loans
319,823
-
Payment of finance leases obligations
(139,051)
(275,955)
Net cash generated from/(used in) financing activities
180,772
(275,955)
Net (decrease)/increase in cash and cash equivalents
(4,002,774)
18,099
Cash and cash equivalents at beginning of year
916,033
648,966
Effect of foreign exchange rates
3,565,717
248,968
Cash and cash equivalents at end of year
478,976
916,033
Relating to:
Cash at bank and in hand
481,183
917,616
Bank overdrafts included in creditors payable within one year
(2,207)
(1,583)
EliteClub Holdings Limited
Notes to the group financial statements
For the year ended 31 December 2022
15
1
Accounting policies
Company information

EliteClub Holdings Limited (“the company”) is a private company limited by shares and is registered and incorporated in England and Wales. The registered office is 40 Basinghall Street, 9th Floor, Suite 9.10, London, England, EC2V 5DE.

 

The group consists of EliteClub Holdings Limited and all of its subsidiaries.

 

The company's and the group's principal activities and nature of its operations are disclosed in the Director's Report.

1.1
Accounting convention

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

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

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

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

 

EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies (continued)
16
1.2
Basis of consolidation

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

 

All financial statements are made up to 31 December 2022. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

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

 

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

1.3
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Turnover includes management fees receivable for the recharge of expenditure in respect of services

provided to related parties of the group, and amounts received/receivable in respect of flight, travel and transportation services provided to third parties. Revenue is recognised when the provision of the service is complete and obligations under contracts have been fulfilled.

 

For membership income from the use of amenities and facilities an annual subscription fee is charged to members in advance of service. Revenue is recognised equally over the period of membership.

EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies (continued)
17
1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of the net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

 

Negative goodwill arises when the cost of a business combination is less that the fair value of the interest in the identifiable assets, liabilities and contingent liabilities acquired. The amount up to the fair value of the non-monetary assets acquired is credited to profit or loss in the period in which those non-monetary assets are recovered. Negative goodwill in excess of the fair values of the non-monetary assets acquired is credited to profit or loss in the periods expected to benefit, which is considered to be 5 years.

1.6
Tangible fixed assets

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

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

Leasehold improvements
Straight line over 3 years
Fixtures and fittings
Straight line over 5 years
Computers
Straight line over 8 years
Motor vehicles
Straight line over 7 years
Aircraft
Straight line over 10 to 14 years
Vessels
Straight line over the length of the finance lease

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

1.7
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

1.8
Fixed asset investments

In the separate accounts of the company, interests in subsidiary entities 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 group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies (continued)
18

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

Equity investments held by the group which are not publicly traded and whose fair value cannot otherwise be measured reliably, and are recognised at cost less impairment.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

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

Recoverable amount is the higher of fair value less costs to sell and value in use. 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 which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial instruments and include cash in hand, deposits held at call with banks.

1.11
Financial instruments

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

 

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

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

EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies (continued)
19
Basic financial assets

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method.

Impairment of financial assets

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

 

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

 

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

Derecognition of financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

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

 

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

 

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

Derecognition of financial liabilities

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

EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies (continued)
20
1.12
Equity instruments

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

1.13
Taxation

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

Current tax

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

Deferred tax

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

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.14
Employee benefits

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

 

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

 

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

1.15
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies (continued)
21

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

1.16
Foreign exchange

Transactions in currencies other than the functional currency (foreign currency) are initially recorded at the exchange rate prevailing on the date of the transaction.

 

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction, or, if the asset or liability is measured at fair value, the rate when that fair value was determined.

 

All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income.

2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

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

Critical judgements

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

Classification of finance leases

Leases relating to three vessels held by the group have been classified as finance leases due to substantially all the risks and rewards of ownership are borne by the lessee. This has been determined by consideration of whether the lease term is for the major part of the economic life of the asset; at the inception of the lease, whether the present value of the minimum lease payments amounts to at least substantially all of the fair value of the leased asset; and, if the lessee is entitled to cancel the lease, whether the lessor's losses associated with the cancellation are borne by the lessee.

 

Additionally, certain leases have an option to purchase the asset at a price which is expected to be sufficiently lower than the fair value at the date the option becomes exercisable. At the inception of the lease it was reasonably certain that the option would be exercised.

EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
2
Critical accounting judgements and key sources of estimation uncertainty (continued)
22
Carrying value of goodwill

The group tests annually whether goodwill have suffered any impairment. The recoverable amounts of cash generating units have been determined based on value-in-use calculations. These calculations require the use of estimates. No reasonably possible changes in assumptions would cause an impairment charge. During the year no impairment charge has been recognised.

 

No separately identifiable intangible fixed assets have been recognised on acquisition of the groups subsidiaries.

Carrying value of investments

The group tests annually whether investments in subsidiaries have suffered any impairment where there is an indication of impairment. The recoverable amounts of cash generating units have been determined based on value-in-use calculations. These calculations require the use of estimates. No reasonably possible changes in assumptions would cause an impairment charge. During the year LycoAir GmbH suffered significant losses as a result an impairment review was performed and has been impaired to it's net asset value within the EliteClub Holdings Limited individual accounts.

Useful life of aircraft

Aircraft owned by the group are depreciated over their useful lives. Useful lives are based on management’s estimates of the periods that the assets will generate revenues, which are periodically reviewed for continued appropriateness. Changes to estimates can result in variations in the carrying values and amounts charged to the statement of comprehensive income in specific periods.

3
Turnover and other revenue
2022
2021
£
£
Turnover analysed by class of business
Management revenue
-
4,546,402
Flight, travel and transportation services
4,978,461
5,055,102
Membership income
1,232,096
16,714,271
6,210,557
26,315,775
2022
2021
£
£
Turnover analysed by geographical market
Europe
5,028,263
25,359,710
Rest of the World
1,182,294
956,065
6,210,557
26,315,775
2022
2021
£
£
Other revenue
Interest income
259,684
195,416
EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
23
4
Exceptional item
2022
2021
£
£
Expenditure
Impairment of related party loans
487,389
20,765,110
Impairment of unlisted investments
-
(2,799,949)
487,389
17,965,161

The director has reviewed the position with related parties under common control resulting from family relationships, including amounts paid and received since the year end and does not believe the amount were recoverable in full, as such the amounts owed to/from related parties was impaired as at 31 December 2021 and 31 December 2022.

 

In the prior year due to the post year end sale of the investment the director reversed the impairment of £2,799,949 for the year ended 31 December 2021.

5
Operating loss
2022
2021
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses
2,160,618
1,474,497
Depreciation of owned tangible fixed assets
647,700
632,899
Profit on disposal of tangible fixed assets
(107,155)
(865,061)
Amortisation of intangible assets
(50,796)
(73,373)
Operating lease charges
557,752
206,523
6
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
38,350
35,800
7
Employees

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

Group
Company
2022
2021
2022
2021
Number
Number
Number
Number
Adminstration
11
9
-
0
-
0
EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
7
Employees (continued)
24

Their aggregate remuneration comprised:

Group
Company
2022
2021
2022
2021
£
£
£
£
Wages and salaries
637,463
648,473
-
0
-
0
Social security costs
116,654
89,427
-
-
Pension costs
1,464
831
-
0
-
0
755,581
738,731
-
0
-
0

During the period no remuneration was paid to the director.

8
Interest receivable and similar income
2022
2021
£
£
Interest income
Interest on bank deposits
44
52
Other interest income
259,640
195,364
Total income
259,684
195,416
9
Interest payable and similar expenses
2022
2021
£
£
Interest on bank overdrafts and loans
7,073
9,339
Other interest on financial liabilities
40,048
26,111
Interest on finance leases and hire purchase contracts
252,202
97,952
Total finance costs
299,323
133,402
10
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
23,008
36,914
Adjustments in respect of prior periods
-
0
(3,800)
Total current tax
23,008
33,114
EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
10
Taxation (continued)
25

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

2022
2021
£
£
Loss before taxation
(6,407,236)
(6,319,299)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
(1,217,375)
(1,200,667)
Tax effect of expenses that are not deductible in determining taxable profit
189,549
3,481,955
Tax effect of utilisation of tax losses not previously recognised
-
0
(232,883)
Unutilised tax losses carried forward
841,683
4,565
Permanent capital allowances in excess of depreciation
-
0
(1,037)
Effect of overseas tax rates
209,151
(2,015,019)
Under/(over) provided in prior years
-
0
(3,800)
Taxation charge
23,008
33,114

In the budget on 3 March 2021, the UK government announced an increase in the main UK corporation tax from 19% to 25% with effect from 1 April 2023. The change in rate was substantively enacted on 24 May 2021.

11
Intangible fixed assets
Group
Goodwill
Negative goodwill
Total
£
£
£
Cost
At 1 January 2022 and 31 December 2022
1,784,963
(2,038,942)
(253,979)
Amortisation and impairment
At 1 January 2022
994,215
(914,878)
79,337
Amortisation charged for the year
356,993
(407,789)
(50,796)
At 31 December 2022
1,351,208
(1,322,667)
28,541
Carrying amount
At 31 December 2022
433,755
(716,275)
(282,520)
At 31 December 2021
790,748
(1,124,064)
(333,316)
The company had no intangible fixed assets at 31 December 2022 or 31 December 2021.
EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
26
12
Tangible fixed assets
Group
Leasehold improvements
Fixtures and fittings
Computers
Motor vehicles
Aircraft
Vessels
Total
£
£
£
£
£
£
£
Cost
At 1 January 2022
29,916
19,202
16,922
135,878
4,313,752
1,575,509
6,091,179
Additions
-
0
10,653
811
1,794
1,041,540
-
0
1,054,798
Disposals
-
0
(2,829)
(4,050)
(13,473)
(343,006)
-
0
(363,358)
Exchange adjustments
3,670
956
1,085
7,299
231,721
-
0
244,731
At 31 December 2022
33,586
27,982
14,768
131,498
5,244,007
1,575,509
7,027,350
Depreciation and impairment
At 1 January 2022
19,513
11,352
14,695
70,217
3,223,843
663,841
4,003,461
Depreciation charged in the year
11,084
5,148
1,854
17,153
393,077
219,384
647,700
Eliminated in respect of disposals
-
0
(2,829)
(4,050)
(13,473)
(245,004)
-
0
(265,356)
Exchange adjustments
2,393
678
918
3,772
173,173
-
0
180,934
At 31 December 2022
32,990
14,349
13,417
77,669
3,545,089
883,225
4,566,739
Carrying amount
At 31 December 2022
596
13,633
1,351
53,829
1,698,918
692,284
2,460,611
At 31 December 2021
10,403
7,850
2,227
65,661
1,089,909
911,668
2,087,718
EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
27
Company
Fixtures and fittings
£
Cost
At 1 January 2022 and 31 December 2022
4,197
Depreciation and impairment
At 1 January 2022
350
Depreciation charged in the year
1,399
At 31 December 2022
1,749
Carrying amount
At 31 December 2022
2,448
At 31 December 2021
3,847
13
Investment property
Group
Company
2022
2022
£
£
Fair value
At 1 January 2022
1,431,404
-
Additions through external acquisition
168,142
-
Net gains or losses through fair value adjustments
(68,408)
-
Other changes
76,890
-
At 31 December 2022
1,608,028
-

In the opinion of the director, the fair value of the investment property has been estimated as the total consideration paid less specific impairment to account for the reduction in value of capitalised refurbishments. Other changes above relates to foreign exchange movement resulting from the revaluation of brought forward investment property at cost.

14
Fixed asset investments
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
165,556
1,600,345
Investments in associates
16
2,081,415
-
0
-
0
-
0
Unlisted investments
2,799,949
2,799,949
2,799,949
2,799,949
4,881,364
2,799,949
2,965,505
4,400,294
EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
14
Fixed asset investments (continued)
28
Movements in fixed asset investments
Group
Shares in associates
Other investments
Total
£
£
£
Cost or valuation
At 1 January 2022
-
2,799,949
2,799,949
Additions
2,383,424
-
2,383,424
Share of associates losses
(302,009)
-
(302,009)
At 31 December 2022
2,081,415
2,799,949
4,881,364
Carrying amount
At 31 December 2022
2,081,415
2,799,949
4,881,364
At 31 December 2021
-
2,799,949
2,799,949
Movements in fixed asset investments
Company
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 1 January 2022 and 31 December 2022
1,600,345
2,799,949
4,400,294
Impairment
At 1 January 2022
-
-
-
Impairment losses
1,434,789
-
1,434,789
At 31 December 2022
1,434,789
-
1,434,789
Carrying amount
At 31 December 2022
165,556
2,799,949
2,965,505
At 31 December 2021
1,600,345
2,799,949
4,400,294
EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
29
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
EliteClub Austria Limited
1
Dormant
Ordinary
0
100.00
EliteClub Austria GmbH
2
Development and marketing of membership services
Ordinary
0
100.00
LycoAir GmbH
3
Flight, travel, transportation and leasing services
Ordinary
100.00
-
LycoOcean Limited
4
Vessel related services
Ordinary
100.00
-
EliteClub Global Limited
1
Intermediate holding company
Ordinary
100.00
-
EliteClub South Africa (PTY) Ltd
5
Development and marketing of membership services
Ordinary
0
100.00
EliteClub Founders Circle Limited
1
Dormant
Ordinary
100.00
-
EliteClub Greece Limited
6
Rental and management of owned or leased real estate
Ordinary
0
100.00
Elite CB International FZE
7
All member related services
Ordinary
100.00
-
@MEDIA ADVERTISE LTD
1
Dormant
Ordinary
100.00
-

Registered office addresses:

1
40 Basinghall, 9th Floor, Suite 9-10, London, EC2V 5DE
2
Rennweg 46-50, QBic, Stiege 2, Top 9, 1030 Wien, Austria
3
Grazbachgasse, 87, 8010 Graz, Austria
4
135, St. Christopher Street, Valletta VLT, 1436, Malta
5
The Woodsland Office Park, 20 Woodlands Drive, Woodmead, Johannesburg, 2191, Gauteng, South Africa
6
393D Agrotemachia, 57019 Thessaloniki; Greece
7
Dubai Digital Park, Building A4, Office 310; Silicon Oasis, Dubai, United Arab Emirates

EliteClub Global Limited is exempt from the requirements relating to the audit of its individual financial statements by virtue of the parent entity's guarantee under section 479A of the Companies Act 2006. The Company Registration Number of EliteClub Global Limited is 12263971.

EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
30
16
Associates

Details of associates at 31 December 2022 are as follows:

Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
SH Magic Limited
1
Leasing services of owned vessel
Ordinary
0
20.00
LycoOcean One Limited
1
Leasing services of owned vessel
Ordinary
0
20.00

1 136 St. Christopher Street, Valletta VLT 1463, Malta

17
Debtors
Group
Company
2022
2021
2022
2021
Amounts falling due within one year:
£
£
£
£
Trade debtors
94,757
316,033
-
0
-
0
Corporation tax recoverable
19,224
-
0
19,224
-
0
Other debtors
257,961
1,185,703
1,068,306
12,962,473
Prepayments and accrued income
619,696
944,174
-
0
178,214
991,638
2,445,910
1,087,530
13,140,687
18
Creditors: amounts falling due within one year
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Bank loans and overdrafts
20
56,262
1,583
516
-
0
Obligations under finance leases
21
229,815
212,792
-
0
-
0
Trade creditors
1,102,162
392,976
52,718
11,773
Amounts owed to group undertakings
-
0
-
0
1,657,610
14,677,179
Corporation tax payable
37,507
114,454
-
0
89,359
Other taxation and social security
19,235
2,521
6,061
-
Other creditors
2,643,253
182,410
3,310,112
2,328,999
Accruals and deferred income
1,132,752
909,081
78,250
52,100
5,220,986
1,815,817
5,105,267
17,159,410
EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
31
19
Creditors: amounts falling due after more than one year
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Bank loans and overdrafts
20
265,768
-
0
-
0
-
0
Obligations under finance leases
21
584,536
740,610
-
0
-
0
850,304
740,610
-
-
Amounts included above which fall due after five years are as follows:
Payable by instalments
39,718
-
-
-
20
Loans and overdrafts
Group
Company
2022
2021
2022
2021
£
£
£
£
Bank loans
319,823
-
0
-
0
-
0
Bank overdrafts
2,207
1,583
516
-
0
322,030
1,583
516
-
Payable within one year
56,262
1,583
516
-
0
Payable after one year
265,768
-
0
-
0
-
0

The bank loan is repayable by instalments, has a remaining term of 4.6 years, carries an interest rate of 1.75% above Euribor and is not secured against any assets to the company or group.

21
Finance lease obligations
Group
Company
2022
2021
2022
2021
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
229,815
212,792
-
0
-
0
In two to five years
584,536
740,610
-
0
-
0
814,351
953,402
-
-
EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
21
Finance lease obligations (continued)
32

Finance lease payments represent rentals payable by the company or group by the group of vessels. There are no restrictions placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

 

The group's obligations under finance leases are secured by the lessor's charge over the leased vessels. The net book value of secured assets is £692,284 (2021 - £911,668)

22
Retirement benefit schemes
2022
2021
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,464
831

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

23
Share capital
Group and company
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100

These shares have full rights regarding voting, payment of dividends and distributions.

24
Reserves

Included within retained earnings of the Group is a foreign currency translation surplus of £2,540,628 (2021 - deficit of £1,165,776).

 

The net currency exchange difference arising on retranslation in the year was a gain of £3,706,404 (2021 - £137,459). The foreign currency translation reserve contains accumulated foreign currency translation differences from the translation of the subsidiary accounts into the Group's presentational currency.

25
Operating lease commitments
Lessee

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

Group
Company
2022
2021
2022
2021
£
£
£
£
Within one year
1,048,003
322,009
-
-
Between two and five years
3,902,402
-
-
-
In over five years
6,142,343
-
-
-
11,092,748
322,009
-
-
EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
33
26
Related party transactions

Related party transactions with members of the same wholly owned group are not disclosed, as permitted by FRS 102.

 

During the year the following trading transactions occurred between the group and entities related by virtue of common control resulting from family relationships:

 

As at 31 December 2022 the following amounts were owed by the group to entities related by virtue of common control resulting from family relationships:

 

As at 31 December 2022 the following amounts were owed to the group by entities related by virtue of common control resulting from family relationships:

 

Post year end some of these related party debts were consolidated in the subsidiary Elite CB International FZE. The net amount due from entities related by virtue of common control resulting from family relationships amounting to £21,252,499 (2021: £20,765,110) has been provided against in the group accounts as the director does not expect the amount to be recovered.

 

On 5 May 2022 the group acquired 240 ordinary shares, representing a 20% shareholding, in SH Magic Limited, a company registered in Malta, from a close family member of the director for €2,800,000. On 15 May 2022 the company acquired 240 ordinary shares, representing a 20% shareholding, in LycoOcean One Limited, a company registered in Malta, from the same close family member of the director for €240. Post year end both investments were sold to the close family member and a company controlled by him, for original cost. The investments are treated as associates and included within fixed asset investments, as at the year end it was the intention of the director to hold these investment for long term appreciation and investment income.

 

As at 31 December 2022 a balance of £9,199 (2021 - £Nil) was owed to the group from the director. The amount is unsecured, interest free and repayable on demand.

EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
34
27
Events after the reporting date

On 6 February 2023 the entire share capital of Elite CB International FZE was sold to a close family member of the director for €450,000.

 

In May 2023 the unlisted investment included in the group financial statements at cost of £2,779,949 was sold to a third party for $10,629,638.

 

In August 2023 the investment in the associate LycoOcean One Limited was sold to a company controlled by a close family member of the director for €240 being its original cost to the group.

 

In September 2023 the investment in the associate SH Magic Limited was sold to a close family member of the director for €2,800,000 being its original cost to the group.

28
Controlling party

The Group is owned and controlled by the director.

29
Cash absorbed by group operations
2022
2021
£
£
Loss for the year after tax
(6,430,244)
(6,352,413)
Adjustments for:
Share of results of associates and joint ventures
302,009
-
Taxation charged
23,008
33,114
Finance costs
299,323
133,402
Investment income
(259,684)
(195,416)
Gain on disposal of tangible fixed assets
(107,155)
(865,061)
Impairment of investments
-
(2,799,949)
Impairment of related party loans
-
20,765,110
Fair value loss on investment properties
68,408
-
0
Amortisation and impairment of intangible assets
(50,796)
(73,373)
Depreciation and impairment of tangible fixed assets
647,700
632,899
Movements in working capital:
Decrease/(increase) in debtors
1,482,695
(13,034,580)
Increase in creditors
3,410,414
334,917
Cash absorbed by operations
(614,322)
(1,421,350)
EliteClub Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2022
35
30
Analysis of changes in net debt - group
1 January 2022
Cash flows
Exchange rate movements
31 December 2022
£
£
£
£
Cash at bank and in hand
917,616
(4,002,150)
3,565,717
481,183
Bank overdrafts
(1,583)
(624)
-
(2,207)
916,033
(4,002,774)
3,565,717
478,976
Borrowings excluding overdrafts
-
(319,823)
-
(319,823)
Obligations under finance leases
(953,402)
139,051
-
(814,351)
(37,369)
(4,183,546)
3,565,717
(655,198)
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