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REGISTERED NUMBER: 00892154 (England and Wales)



















FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023


FOR



S. MIFSUD & SONS (UK) LIMITED



S. MIFSUD & SONS (UK) LIMITED (REGISTERED NUMBER: 00892154)



CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023











Page




Company Information  

1




Balance Sheet  

2




Notes to the Financial Statements  

3





S. MIFSUD & SONS (UK) LIMITED



COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2023









DIRECTORS:

Samuel Mifsud


Simon Mifsud


Joseph sive Josef Formosa Gauci







REGISTERED OFFICE:

40/42 Kenway Road


Earls Court


London


SW5 0RA







REGISTERED NUMBER:

00892154 (England and Wales)







AUDITORS:

Arithma LLP Statutory Auditor


Chartered Certified Accountants


5 Jardine House


Harrovian Business Village


Bessborough Road


Harrow


Middlesex


HA1 3EX



S. MIFSUD & SONS (UK) LIMITED (REGISTERED NUMBER: 00892154)



BALANCE SHEET

31 DECEMBER 2023



2023

2022



Notes

£   

£   

£   

£   


FIXED ASSETS

Tangible assets

4

1,295,013


1,333,056



Investments

5

355,332


355,332



1,650,345


1,688,388




CURRENT ASSETS

Debtors

6

843,724


823,574



Cash at bank and in hand

318,824


159,856



1,162,548


983,430



CREDITORS

Amounts falling due within one year

7

2,880,801


3,070,666



NET CURRENT LIABILITIES

(1,718,253

)

(2,087,236

)


TOTAL ASSETS LESS CURRENT

LIABILITIES

(67,908

)

(398,848

)



CREDITORS

Amounts falling due after more than one

year

8

(23,272

)

(32,814

)



PROVISIONS FOR LIABILITIES

(196,234

)

(226,995

)


NET LIABILITIES

(287,414

)

(658,657

)



CAPITAL AND RESERVES

Called up share capital

900,000


900,000



Profit & loss reserve - non- distributable

10

908,817


1,008,146



Retained earnings

10

(2,096,231

)

(2,566,803

)


SHAREHOLDERS' FUNDS

(287,414

)

(658,657

)



The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.  


In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.


The financial statements were approved by the Board of Directors and authorised for issue on 1 August 2024  and were signed on its behalf by:





Simon Mifsud - Director




Samuel Mifsud - Director




S. MIFSUD & SONS (UK) LIMITED (REGISTERED NUMBER: 00892154)



NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023



1.

STATUTORY INFORMATION



S. Mifsud & Sons (UK) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.


2.

ACCOUNTING POLICIES



BASIS OF PREPARING THE FINANCIAL STATEMENTS


These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.    



GOING CONCERN



For the year ended 31 December 2023, the company made a profit of £444,680 but had negative shareholders funds of £287,414 at the balance sheet date.



Included in creditors is an amount of £2,268,639 due to fellow group companies.



The company has received confirmation of financial support from its penultimate and ultimate parent companies to enable it to continue trading for the foreseeable future being a period not less than 12 months from the date of approval of these financial statements.



Based on the above, the directors believe the company will continue in operational existence for a period of at least twelve months from the date of the approval of these financial statements. Accordingly the accounts are prepared on a going concern basis.



PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

The financial statements contain information about S. Mifsud & Sons (UK) Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.


RELATED PARTY EXEMPTION


The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.



TURNOVER


Turnover comprises of invoiced value of ground handling services to cruise companies, all exclusive of value added tax. Turnover is recognised when the service is delivered.



S. MIFSUD & SONS (UK) LIMITED (REGISTERED NUMBER: 00892154)



NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



2.

ACCOUNTING POLICIES - continued



TANGIBLE FIXED ASSETS AND DEPRECIATION

Tangible assets

The company's freehold property was valued at 1 January 2014 by the directors and that value has been adopted as the property's deemed cost in accordance with FRS102 (2018). Other tangible fixed assets are stated at cost or valuation less depreciation.

Annually, the directors review the carrying amount of the company's freehold land and buildings and other assets to determine whether they have suffered an impairment loss.

If the recoverable amount of an asset is determined to be less than its carrying amount, the carrying amount of that asset is reduced to its recoverable amount and the impairment loss is recognised as an expense.

Depreciation

Depreciation is calculated on a straight line basis so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Buildings - 2% on cost/revaluation
Fixtures and fittings - 15% on cost
Computer equipment - 15% on cost
Motor vehicles - 20% on cost

Freehold land is deemed to have an indefinite life and is therefore not depreciated.


INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES


Investments in subsidiary and associate undertakings are recognised at cost.



TAXATION

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


DEFERRED TAX

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.



S. MIFSUD & SONS (UK) LIMITED (REGISTERED NUMBER: 00892154)



NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



2.

ACCOUNTING POLICIES - continued



FOREIGN CURRENCIES

The company's functional currency is sterling (£).

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the average monthly rates. Exchange differences are taken into account in arriving at the operating result.


PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.



S. MIFSUD & SONS (UK) LIMITED (REGISTERED NUMBER: 00892154)



NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



2.

ACCOUNTING POLICIES - continued



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  in the company's  statement  of financial  position 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 receivables and cash and bank balances, are initially measured  at transaction  price including  transaction  costs and are subsequently  carried at amortised  cost using the effective interest  method  unless the arrangement  constitutes  a financing transaction,  where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.



Other  financial assets


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



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 company 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 company after deducting all of its liabilities.




S. MIFSUD & SONS (UK) LIMITED (REGISTERED NUMBER: 00892154)



NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



2.

ACCOUNTING POLICIES - continued


Basic  financial  liabilities,   including   trade  and  other  payables,   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 receipts discounted at a market rate of interest.



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



Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business  from suppliers. Accounts  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 payables are recognised initially at transaction price and subsequently  measured at amortised cost using the effective interest method.



Other  financial liabilities


Derivatives,  including  interest  rate swaps and forward foreign exchange contracts,  are not basic financial instruments.   Derivatives  are initially  recognised  at fair value on the date a derivative contract  is entered into and are  subsequently  re-measured  at their  fair value.  Changes  in the fair value  of derivatives  are recognised  in profit or loss in finance costs or finance income as appropriate, unless hedge accounting  is applied and the hedge is a cash flow hedge.



Derecognition of financial liabilities


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



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 in measured at present value the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.



CONTINGENCIES


Contingent  liabilities, arising as a result of past events, are not recognised when  (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date or (ii) when the existence will be confirmed by the occurrence  or non-occurrence  of uncertain future events not wholly  within  the  company's  control.  Contingent  liabilities  are disclosed in the  financial  statements unless the probability of an outflow of resource is remote.



Contingent  assets are not recognised. Contingent assets are disclosed in the financial statements when an inflow of economic benefits is probable.


3.

EMPLOYEES AND DIRECTORS



The average number of employees during the year was 6 (2022 - 4 ) .



S. MIFSUD & SONS (UK) LIMITED (REGISTERED NUMBER: 00892154)



NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



4.

TANGIBLE FIXED ASSETS


Plant and



Land and


machinery



buildings


etc


Totals

£   

£   

£   



COST OR VALUATION


At 1 January 2023

1,600,000


72,834


1,672,834




Additions

-


395


395




At 31 December 2023

1,600,000


73,229


1,673,229




DEPRECIATION


At 1 January 2023

288,000


51,778


339,778




Charge for year

28,800


9,638


38,438




At 31 December 2023

316,800


61,416


378,216




NET BOOK VALUE


At 31 December 2023

1,283,200


11,813


1,295,013




At 31 December 2022

1,312,000


21,056


1,333,056





Included in cost or valuation of land and buildings is freehold land of £ 160,000 (2022 - £ 160,000 ) which is not depreciated.



Cost or valuation at 31 December 2023 is represented by:



Plant and



Land and


machinery



buildings


etc


Totals

£   

£   

£   



Valuation in 2013

1,450,686


-


1,450,686




Cost

149,314


73,229


222,543



1,600,000


73,229


1,673,229





If the freehold land and building had not been revalued it would have been included at the following historical cost:


2023

2022


£   

£   



Cost

149,314


149,314




Aggregate depreciation

31,988


26,172





Value of land in freehold land and buildings

3,911


3,911





Freehold land and buildings were valued on an open market basis on 24 June 2013 by Aitchison Raffety  .


The directors reviewed the 2013 valuation and elected to use that valuation as the deemed cost.



S. MIFSUD & SONS (UK) LIMITED (REGISTERED NUMBER: 00892154)



NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



5.

FIXED ASSET INVESTMENTS


Shares in


Interest



group


in



undertakings


associate


Totals

£   

£   

£   



COST


At 1 January 2023


and 31 December 2023

1


355,331


355,332




NET BOOK VALUE


At 31 December 2023

1


355,331


355,332




At 31 December 2022

1


355,331


355,332




6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


2023

2022


£   

£   



Trade debtors

603,966


419,306




Amounts owed by group undertakings

223,935


346,270




Other debtors

15,823


57,998



843,724


823,574




7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


2023

2022


£   

£   



Bank loans and overdrafts

9,228


9,686




Trade creditors

222,315


213,145




Amounts owed to group undertakings

2,268,639


2,565,430




Taxation and social security

12,189


5,638




Other creditors

368,430


276,767



2,880,801


3,070,666




8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE

YEAR


2023

2022


£   

£   



Bank loans

23,272


32,814




9.

LEASING AGREEMENTS



Minimum lease payments under non-cancellable operating leases fall due as follows:

2023

2022


£   

£   



Between one and five years

5,855


10,955





S. MIFSUD & SONS (UK) LIMITED (REGISTERED NUMBER: 00892154)



NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023



10.

RESERVES


Profit &



loss



reserve -



Retained


non-



earnings


distributable


Totals

£   

£   

£   




At 1 January 2023

(2,566,803

)

1,008,146


(1,558,657

)



Profit for the year

444,680


-


444,680




Transfer of depreciation on

freehold property

25,892


(25,892

)

-




Deferred tax on freehold

property valuation

-


(73,437

)

(73,437

)



At 31 December 2023

(2,096,231

)

908,817


(1,187,414

)



11.

DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006



The Report of the Auditors was unqualified.



Upen Shah (Senior Statutory Auditor)


for and on behalf of Arithma LLP Statutory Auditor


12.

RELATED PARTY DISCLOSURES


At the balance sheet date, Fortuna Investments Ltd, a company controlled by the Mifsud family, was owed £200,000 (2022 - £200,000) by the company. The loan is interest free.

During the year, the company received fees totalling £87,171 (2022 - £32,194) from McCarthy & Mifsud Limited.The company owns 50% of the share capital of that company.

At the balance sheet date, Samuel Mifsud owed the company £Nil (2022 - £314). The loan was interest free.

During the year, the company made sales of £4,065 (2022 - £5,070) to Orange Travel Group Ltd, an associated company of the wider group. The company was owed £4,065 (2022 - £5,070) by that company at the balance sheet date.

During the year, the company made sales of £10,455 (2022 - £2,290) to Executive Holidays Ltd, an associated company of the wider group. The company was owed £10,455 (2022 - £2,290) by that company at the balance sheet date.

During the year, the company made purchases of £2,719 (2022 - £nil) from SMS Mondial Ltd, an associated company of the wider group. The company owed £2,746 (2022 - £Nil) to that company at the balance sheet date.

13.

ULTIMATE CONTROLLING PARTY


The company's ultimate parent company is Nevada Limited with its registered office at 65 Birkirkara Hill, St Julian's STJ 1143 Malta.

SMS Group Limited, an intermediate parent company, heads the smallest group which prepares consolidated financial statements. It's registered office is located at 65 Birkirkara Hill, St Julian's STJ 1143 Malta.