The directors present the strategic report for the year ended 31 October 2024.
The company is part of the Beaumier group, defined as Carte Postale Holdings Limited ('CPHL') and its subsidiaries. The entities that comprise the group are shown in note 13.
The CPHL group owned 11 hotel properties (558 rooms) with 10 freehold hotels and 1 leasehold hotel. The portfolio is predominantly located across the French Alps, Côte d’Azur and Provence in France, Ibiza in Spain and the Swiss Assets are allocated in the renowned ski resort of Wengen. In 2024, the group continued to invest capex and repositioning to Beaumier’s authentic luxury lifestyle offering with 90 rooms under refurbishment and 21 rooms under construction.
Group turnover increased in 2024, reflecting the recognition of the brand launched in May 2021 and recent renovations, which led to a 6% increase in occupancy and a €7 rise in Average Daily Rate ('ADR'). As a result, revenue grew by 11%, driving group EBITDA growth in 2024.
In a resilient hospitality sector, the group has taken key actions such as investing in technology, enhancing human resources policies, and diversifying its target markets to secure and support its long-term growth.
The group benefits from the financial support of its shareholders and will pursue its objectives to further improve the existing properties through targeted capital expenditure and to add existing or repositioned 4-star to 5-star lifestyle hotels in similar leisure markets across Europe (Summer and Winter).
In 2025, all hotels will be fully operational, including the gradual reopening of the Grand Belvédère Hotel following its full closure in 2024 and the expansion of the Les Roches Rouges Hotel.
Trading risk
Management takes into account risks in the area of economic developments in the hotel market in general. This is monitored through monthly forecasts which incorporate expectations on inflation and developments, and appropriate action is taken where necessary.
Fraud risk
Management is aware of the inherent risk of fraud, both internal and external, in the conduct of its business. These risks are mainly related to the inherent risks of the hotel industry. Management believes that, with the analyses and control measures in place to detect or deter fraud, the risks are adequately mitigated.
Interest risk
The group is subject to the risk of change in interest rates. For the long term debt with a variable interest rate agreement, the group runs a risk with regard to future cash flows, which depend on the EURIBOR interest rate. This risk has been mitigated by an interest rate cap agreement. Approximately 51% of the debt has been protected by the cap.
Credit risk
The group has no significant concentrations of credit risk. The services, inherent to hotel operations are provided in the form of relatively small transactions. For larger events a creditworthiness test is carried out and additional conditions may apply, such as prepayment. Cash and cash equivalents must be held with banks that have at least an A rating.
Liquidity risk
The group uses two banks to finance its assets and working capital. Where necessary, further collateral has been provided to the bank for available credit facilities. The company has been provided funding support from its shareholder in the past, and this is expected to continue where necessary.
The company will continue its role as a holding company and to provide finance to fellow group undertakings in line with the group's overall strategy to further improve the existing properties through targeted capital expenditure and to add existing or repositioned high end lifestyle hotels in similar leisure markets across Europe (summer and winter).
Going concern assessment
The group has made a loss for the period of €49,145,000 (2023: €41,724,000) after charging amortisation of goodwill of €8,969,000 (2023: €8,969,000), and at the year end had net current assets of €3,618,000 (2023: €22,827,000).
The losses for the period arose partly as a result of the recent renovations of hotels which meant that those hotels were not able to operate at full potential, plus the interest on the group's financing facilities.
The directors have prepared detailed profit and loss and cashflow forecasts for the next twelve months. Based on these forecasts and the continued support of the company and group the directors have a reasonable expectation that the company and group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Section 172 of the Companies Act 2006 requires a director of a company to act in the way they consider, in good faith, would most likely promote the success of the company for the benefit of its members and stakeholders.
In doing this, Section 172 requires a director to have regard, amongst other matters, to the:
- likely consequences of any decisions in the long-term;
- interests of the company's employees;
- need to foster the company's business relationships with suppliers, customers and others;
- impact of the company's operations on the community and environment;
- maintenance of its reputation for high standards of business conduct; and
- need to act fairly as between the different stakeholders of the company.
In discharging its s172 duties, the company has regard to the interests and views of its internal and external stakeholders.
By considering the company's purpose, vision, and values, together with its strategic priorities, the company aims to make sure its decisions are consistent and equitable. The company has established policies and procedures that reflect its commitment to responsible business practices.
These policies are communicated clearly and consistently across the staff base. The company seeks to foster a culture of open communication and transparency, encouraging feedback from all stakeholders. As is normal for large companies, the company delegates authority for day-to-day management to its executives and engages management in setting, approving, and overseeing the execution of the business strategy and related policies. The company reviews the financial and operational performance of the business on a monthly basis with formal reporting and review at both board and executive level, supplemented by daily, weekly and monthly reporting and assessment of various KPIs across all areas of the operations.
Regular company board meetings are held throughout the year with a mix of group directors and company executive directors in attendance with participation also from other senior employees. Through these and other means the company reviews a variety of important matters over the course of the financial year including risk and compliance, corporate governance, environmental, legal, pensions, and health and safety matters, as well as stakeholder-related diversity and inclusivity, corporate social responsibility, and other stakeholder related matters.
This ensures the company has an overview of engagement with stakeholders and complies with its s172 duty to promote the success of the company.
On behalf of the board
The directors present their annual report and financial statements for the year to 31 October 2024.
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
We have audited the financial statements of Carte Postale Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2024 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, the company 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).
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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information 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.
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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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 directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements 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.
As explained more fully in the directors' responsibilities statement, 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
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.
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.
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 directors, 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 directors 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 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.
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.
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 period was €12,212,747.
Carte Postale Holdings Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, 63 St James's Street, London, SW1A 1LY.
The group consists of Carte Postale Holdings Limited and all of its subsidiaries.
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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see Note 2).
The financial statements are prepared in euros, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Carte Postale Holdings Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 October 2024. 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.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The group has made a loss for the period of €49,145,000 (2023: €41,724,000) after charging amortisation of goodwill of €8,969,000 (2023: €8,969,000), and at the year end had net current assets of €3,618,000 (2023: €22,827,000).
The losses for the period arose partly as a result of the recent renovations of hotels which meant that those hotels were not able to operate at full potential.
The directors have prepared detailed profit and loss and cashflow forecasts for the next twelve months. Based on these forecasts and the continued support of the company and group the directors have a reasonable expectation that the company and group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover principally represents sales of hotel rooms to customers. Hotels room nights are recognised per night and sales from food, drink and other services recognised on the date the service is provided. Related costs are charged to the profit and loss account on the same basis. All amounts received relating to hotel stays after the financial period end is treated as deferred income at the balance sheet date and is disclosed within creditors.
Freehold land and assets in the course of construction are not depreciated.
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.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
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.
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.
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.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
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.
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 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets 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.
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.
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.
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, 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. Where it meets the definition of a basic financial instrument it is measured on an amortised cost basis using the effective interest method, otherwise it is measured on a fair value basis through profit or loss until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
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 their obligation is no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred 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 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.
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 group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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.
Transactions in currencies other than euros are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are 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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The directors have applied judgement in order to determine whether there are indicators of impairment of the group's intangible and tangible assets, including goodwill, at the period end.
Determining whether goodwill or other non-current assets are impaired requires an estimation of the value in use of the subsidiary businesses being tested for impairment. The value in use calculation requires the entity to estimate the future profitability expected to arise from the acquired subsidiaries, taking into account the long term business plans.
The carrying value of goodwill is assessed at each year end for indicators of impairment. The directors review the balance with regards to the underlying performance of the asset generating the goodwill, expected future performance and any other external factors, and have assessed that there are no impairment indicators.
The turnover and results are wholly attributable to the principal activities of the group and are predominantly derived in France.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The company has no employees other than the directors. The directors receive no fees for their services.
Other interest income arises from an interest rate cap agreement on the bank loan.
Interest on preference shares in issue accrues at a rate of 9%.
The actual credit 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:
The company wholly owns Carte Postale Limited. All other subsidiaries are wholly owned indirectly. Details of the company's subsidiaries at 31 October 2024 are as follows:
Registered office addresses:
Amounts owed by related companies are unsecured, interest free and repayable on demand.
Bank loans accrue interest at 5% per annum + EURIBOR and are payable quarterly. The principal will be repaid at the termination date in October 2027. The bank loan is secured by way of a fixed charge over the assets of the group.
Other borrowings at 31 October 2024 are entirely comprised of 144,173,042 Preference shares of €1 each. The shares have the right to receive an annual preferential dividend of 9% of the subscription price of the shares, which has been accrued. See Note 20 for further details.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax assets and liabilities set out above are expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period and accelerated capital allowances that are expected to mature within the same period.
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.
On 10 January 2024 the company issued 3,000,000 A7 Preference shares all with a nominal value of €1. The company received €3,000,000 for the shares.
On 20 February 2024 the company issued 4,500,000 A7 Preference shares all with a nominal value of €1. The company received €4,500,000 for the shares.
On 6 May 2024 the company issued 4,500,000 A7 Preference shares all with a nominal value of €1. The company received €4,500,000 for the shares.
On 1 August 2024 the company issued 6,00,000 A7 Preference shares all with a nominal value of €1. The company received €6,000,000 for the shares.
On 27 August 2024 the company issued 5,000,000 A7 Preference shares all with a nominal value of €1. The company received €5,000,000 for the shares.
On 13 September 2024 the company issued 2,600,000 A7 Preference shares all with a nominal value of €1. The company received €2,600,000 for the shares.
On 25 October 2024 the company issued 4,500,000 A7 Preference shares all with a nominal value of €1. The company received €4,500,000 for the shares.
All classes of preference shares rank equally and in priority of Ordinary shares, on the distribution of capital on the winding up on the company. They do not have a right to vote. The shares have the right to receive an annual preferential dividend of 9% per annum on the subscription price of the shares, which has been accrued (see Note 17). The company may at any time, subject to receiving the investor's consent, redeem some or all of the Preference shares.
A1 Ordinary shares, A2 Ordinary shares and B1 Ordinary shares rank equally. They have attached to them full voting, dividend and capital distribution (including on winding up) rights. They do not confer rights of redemption.
The share premium account represents consideration received for shares issued above their nominal value net of transaction costs.
Foreign exchange reserve
The foreign exchange reserve comprises translation differences arising from the translation of financial statements of the group’s foreign entities into Euro (€).
Profit and loss reserves
The profit and loss reserves includes all current and prior period retained profits and losses.
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:
On 21 November 2024 the company issued 8,500,000 A8 Preference shares all with a nominal value of €1. The company received €8,500,000 for the shares.
On 12 December 2024 the company issued 1,000,000 A8 Preference shares all with a nominal value of €1. The company received €1,000,000 for the shares.
On 10 January 2025 the company issued 5,000,000 A8 Preference shares all with a nominal value of €1. The company received €5,000,000 for the shares.
On 13 March 2025 the company issued 3,100,000 A8 Preference shares all with a nominal value of €1. The company received €3,100,000 for the shares.
On 17 March 2025 the company issued 6,500,000 A8 Preference shares all with a nominal value of €1. The company received €6,500,000 for the shares.
On 9 April 2025 the company issued 4,500,000 A8 Preference shares all with a nominal value of €1. The company received €4,500,000 for the shares.
On 5 May 2025 the company issued 4,000,000 A8 Preference shares all with a nominal value of €1. The company received €4,000,000 for the shares.
The remuneration of key management personnel is as follows.
The group has an amount outstanding of €60,117 (2023: €60,117) due to KSL Capital Partners International, LLC, a related party, in relation to consultancy services provided in 2021. This amount is included within trade creditors.
The group and company has an amount outstanding of €168,977 (2023: €168,977) due to Steele Offshore OPAT, LLC, a relation party, in relation to a loan conversion in 2021. This amount is included within loans due to parent company.
The group and company has taken advantage of the exemption to disclose related party transactions with companies that are wholly owned with the group.