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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
COMPANY INFORMATION
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
CONTENTS
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their strategic report for the year ended 31 December 2024.
The Company is required by the Companies Act 2006 to set out in this report, a fair review of the business of the Company and Group during the financial year ended 31 December 2024, the position of the Company and Group at the end of the period and a description of the principal risks and uncertainties facing the Group. This review is prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for those strategies to succeed, and the business review should not be relied upon by any other party or for any other purpose.
The principal activity of the Group during the year continued as a specialist holiday tour operator, focusing on its industry-leading brands, Leger and Shearings. These brands primarily cater to the UK’s 50+ demographic with a diverse portfolio of escorted coach tours. Offerings include battlefield tours, river cruises, cultural tours, and event-based holidays within the UK and across Europe. The Group was successfully acquired by Leger Shearings Group Topco Limited on 24 October 2024, by the existing management team. While the surge in demand following the pandemic has stabilised, leading to more normalised booking levels, the Group has concentrated on capacity management to ensure sustainable profit growth. In December 2024, the Shearings brand underwent a comprehensive rebranding, informed by customer research utilising advanced neuromarketing technologies. This initiative has proven highly successful, delivering double-digit percentage growth in 2025 and receiving strong approval from clients. The directors are pleased to report a significant milestone in the Group’s growth strategy, with the strongest trading EBITDA to date, totaling £5.0 million, a 16.1% increase compared to 2023. Consolidated turnover for the year amounted to £77.4 million, reflecting a 7.4% decrease from the previous year. However, improved gross profit margins of 27.37% contributed to the overall EBITDA growth. Forward sales for 2025 are ahead of last year with bookings building at record levels for 2026 already. This positions the Group to continue on its planned growth trajectory. The key performance indicators used by the directors to monitor the progress of the Group are set out below:-
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The following risk factors may affect the Group's operating results and its financial position. The risk factors described below are those which the directors believe are potentially significant but should not be regarded as a complete and comprehensive statement of all potential risk and uncertainties facing the Group. The directors do not feel that the risks in 2025 will be much different to those that were prevalent in 2024.
Economic uncertainty The demand for holidays is affected by local economic conditions. During 2024, rising costs across the economy have affected the cost of holiday arrangements and resulted in consumers having less discretionary spending available for travel. However, this has been compensated by the high level of consumer demand for coach tours in the UK and Europe. This, combined with consumer unease in relation to the current economic environment, has meant that the Group’s management have continued to review the Group’s financial position, as well as forecasts, and plan mitigation actions in order to neutralise any potential financial impact on trading performance. Regulatory risks The Group is exposed to various regulators, including the Civil Aviation Authority ("CAA") which issues an Air Travel Organisers Licence ("ATOL") and is required in order for the Group to operate. This licence is renewed in September each year and is subject to assessments of fitness and financial criteria, the framework of which is available on the CAA website (www.caa.co.uk). Competition The Group operates in a highly competitive market featuring innovation in travel products and the methods by which it is marketed, as well as price pressures. The Group seeks to constantly invest in its brand to increase public awareness as well as offer a wide selection of products from a wide range of suppliers at competitive prices to maintain its market position. The Group also monitors competitor activity closely. Foreign exchange The Group is exposed to foreign exchange rate risk when it purchases overseas holiday services in currencies other than British Pounds. Monetary assets and liabilities are translated at the exchange rate prevailing at the statement of financial position date. All exchange gains and losses arising are taken to the Profit and Loss Account. The Group hedges this risk and where not hedged; the Group bears the risk associated with such foreign exchange movements. Commercial relationships The Group has well-established and close relationships with customers and suppliers, and risk is spread by not placing over-reliance on any one supplier in any particular area. However, if a relationship were lost or damaged with a major supplier this could have a detrimental effect on the business. The management team meets regularly with suppliers to maintain good working relationships and to understand the supplier's financial position. Information technology The Group is heavily reliant on the uninterrupted operation of its IT systems and website. These systems are vulnerable to power loss, fire, computer viruses and other events. Loss of these systems would impair the ability of the Group to carry on its business effectively. The Group has made arrangements to mitigate this risk with increased and continual investment in IT infrastructure, cyber insurance, relevant technical support partners and our internal IT teams.
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Principal risks and uncertainties (continued)
Finance The Group finances its operations through retained profits. The Group's exposure to interest rate fluctuations on its cash deposits are managed by using short term, fixed and floating deposits. Geo-political events and natural disasters The nature of the business exposes the Group to various commercial risks which may affect the trading performance of the Group. These include: - acts of terrorism, particularly in key tourist destinations - epidemics in key tourist destinations which threaten the health of tourists - wars or other international uncertainty which affects air travel - natural disasters in key tourist destinations - weather conditions, both in the UK and key tourist destinations - changes in customer behaviour and preferences - increase in government taxes These factors may affect the Group by causing potential customers to cancel or postpone travel plans, reducing the earnings potential of the Group. The Group seeks to minimise such risks by offering products in a wide range of destinations.
Section 172 of the Companies Act 2006 sets out the duties of directors when exercising powers and discharging their responsibilities. This report sets out how the directors of the Group have complied with their statutory duties in the reporting period.
The board During the reporting period, the board was comprised of five directors. The board has long term considerations at its heart. The intention of the Group is to extend its position as the market leading UK escorted coach tour operator as all brands continue to develop through a constant focus on its employees, its customers, and its suppliers creating long term and lasting relationships.
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Discharging its statutory duties
The board recognises that decision making for the long term requires that the interests of various stakeholders be considered including those of employees, customers, suppliers, and the wider community in which the Group operates. The board also recognises, and has regard to, its governance frameworks and high standards of business conduct in managing the affairs of the Group. The board discharges its duties through: - Having a clear plan of meetings to address the matters that are important to the Group’s long-term health; - Considering the Group’s relationships with employees and continuing to promote a positive company culture through regular communication, transparency, and healthy recognition of individual and team achievement; - Providing assurance to customers of the high standards that is instilled in the sales and service teams by taking a proactive client-centric approach which is monitored continuously through operational systems and proactive customer review process, which make use of Net Promoter Scores (NPS), Customer Satisfaction Scores (CSAT), and Trustpilot reviews (currently at 4.3 to 4.5 out of 5.0); - Promoting a policy of being fair to all suppliers with timely payments of invoices and regular communication and trading updates; - Continuously monitoring the Group’s financial health; and - The governance framework that it puts in place and regularly monitors. The board is presented with regular board packs and presentations to support it with the information that it needs to discharge its responsibilities. This information includes data in relation to demand, bookings, customer sentiment, supply-chain, market developments and trends and other information relating to the long term health of the Group. Employee responses to surveys and communication programmes are also considered by the board. The board has direct engagement with employees within different functions of the business to help inform its decision making. Key board considerations During the course of their discussions, the board takes account of relevant stakeholder’s views. It has particular regard to the long term objectives of ensuring there is a strong business capable of protecting the interests of shareholders. In turn, this long term approach is in the interests of customers, suppliers, employees and the wider community.
This report was approved by the board on 10 July 2025 and signed on its behalf.
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.
The Group's principal activity was that of specialist holiday tour operators.
The loss for the year, after taxation, amounted to £827,399 (2023 - loss £2,153,364).
No interim dividends were paid during the year ended 31 December 2024.
The directors do not recommend a final dividend for the year, making the total distribution of dividends for the year ended 31 December 2024 £Nil (2023 - £Nil).
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors who served during the year were:
During 2025, the Group will continue to focus on providing domestic and overseas holidays to a variety of European and Worldwide destinations. The Group is confident that it will remain and capitalise on being the market leading UK escorted coach tour operator as all brands continually develop.
The Group continually looks ahead at opportunities to improve processes and efficiencies either through in-house technology development or alternatively, investment in third-party cutting-edge solutions.
The Group has a culture of continuous improvement through investment in people at all levels within the Group, looking to encourage and develop all members of staff to realise their full potential. Wherever possible, vacancies are filled from within the Group and adequate opportunities for internal promotion are created.
The Group is committed to pursuing equality and diversity in all of its employment activities including recruitment, training, career development and promotion and ensuring there is no bias or discrimination in the treatment of employees. Employees are consulted regularly about changes which may affect them through regular meetings and communications, which are used to ensure that employees are kept up to date with the business performance of their employer and the financial and economic factors affecting the performance of the Group.
The directors are mindful of their statutory duty to act in the way they each consider, in good faith, would be most likely to promote the success of the Group for the benefits of its members as a whole, as set out in our s172(1) statement on page 3 of the Strategic Report. A consideration of the Group’s relationship with wider stakeholders, including suppliers and customers, is also disclosed in the same statement.
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Group's greenhouse gas emissions and energy consumption for the year are 24,766 kgCO2e and 169,358 kWh (2023 - 21,203 kgCO2e and 159,902 kWh).
The Group has applied “GHG Reporting Protocol – Corporate Standard” methodology and calculated the energy used and greenhouse gas emissions caused by business operations.
The Group is committed to minimising the negative impact that our actions have on the environment.
We continue to look at ways to minimise travel, making effective use of video meeting technology, recognising how efficiently business can be conducted remotely. We also remain committed to hybrid and flexible working policies and promote a salary sacrifice scheme for the use of electric vehicles for senior employees.
The directors have chosen, in line with the Companies Act 2006, to show the review of the business (including events since the date of the Statement of Financial Position) and the principal risks and uncertainties in the Strategic Report to the financial statements.
During 2025, the Group will continue to operate as outlined in the principal activity note above.
There have been no significant events affecting the Group since the year end.
The auditors, White Hart Associates (London) Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LEGER SHEARINGS GROUP HOLDINGS LIMITED
We have audited the financial statements of Leger Shearings Group Holdings Limited (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of 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).
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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
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 or the 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.
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LEGER SHEARINGS GROUP HOLDINGS LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group 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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LEGER SHEARINGS GROUP HOLDINGS LIMITED (CONTINUED)
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 Auditors' 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 Group financial statements.
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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
- We exercise professional judgment and maintain professional scepticism throughout the audit; - We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the deliberate override of internal control; - We obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control; - We evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made; - We assess the risk of management override of controls, including testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business; - We review the scope of the Group's compliance with The Package and Linked Travel Arrangements Regulations 2018 (“PTRs”) and sample test relevant documentation to assess this and the effectiveness of its control environment; - We request and review the minutes of management meetings, and assess any matters identified not already provided for or disclosed that may materially impact the financial statements;
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LEGER SHEARINGS GROUP HOLDINGS LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements (continued)
- We review the Group's relationships with related parties, identifying and disclosing transactions during the year and balances at year-end with such parties.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants and Statutory Auditors
2nd Floor, Nucleus House
2 Lower Mortlake Road
TW9 2JA
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 12346190
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 July 2025.
The notes on pages 19 to 43 form part of these financial statements.
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 12346190
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 19 to 43 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
As disclosed in the Directors' Report, the principal activity of the Company was that of a holding company of a trading group until 24 October 2024, when it became an intermediate holding company following its acquisition by Leger Shearings Group Topco Limited.
The Group's principal activity was that of specialist holiday tour operators. The Company is a private company limited by shares and is incorporated in England and Wales. The address of the Group's principal place of business, being the same as the registered office stated on the Company Information page, is: Sunway House Canklow Meadows Industrial Estate Rotherham South Yorkshire S60 2XR
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and 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 the Group's management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Group management and the directors constantly review the Group’s financial position and forecasts, and plan mitigating actions to neutralise the potential financial impact from any significant downturn in trading.
Based on the above and the sensitised forecasts and budgets, Group management have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, being at least the following 12 months from the signing of these financial statements. This is supported by the strong brought forward performance for the start of 2025 and subsequent volumes being in line with forecasts. As a result, and with the Group continuing to receive the full support of its shareholders, the directors believe that it is still appropriate to apply the going concern basis for the foreseeable future.
Functional and presentation currency
Transactions and balances
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Turnover derived from ordinary activities is recognised in the Profit and Loss Account on holiday departure date and is stated after trade discounts, net of VAT and after any other sales taxes. Other revenues and associated expenses are taken to the income statement as they are earned or incurred. All receipts taken relating to tours with departure dates after the year end are treated as advanced receipts at the statement of financial position date and are included within accruals and deferred income. Payments made to suppliers in respect of these tours are included within prepayments and accrued income at the statement of financial position date. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Page 21
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Page 22
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Goodwill
Other intangible assets
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Page 23
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.
Page 24
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
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, 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, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due within the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Page 25
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. The Group applies hedge accounting for foreign exchange derivatives.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Page 26
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
a) Critical judgments in applying the Group’s accounting policies The directors believe that there are no critical judgments involved in applying the Group's accounting policies that warrant disclosure. b) Key accounting estimates and assumptions The directors believe that there are no key accounting estimates and assumptions involved in applying the Group's accounting policies that warrant disclosure.
Page 27
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 28
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 29
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 30
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
12.Taxation (continued)
There were no factors that may affect future tax charges at 31 December 2024.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements. The profit after tax of the parent Company for the year was £
Page 31
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 32
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 33
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
16.Tangible fixed assets (continued)
Cost or valuation at 31 December 2024 is as follows:
Page 34
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 35
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Subsidiary undertakings (continued)
Page 36
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Included within bank loans above were a Term Loan, a Revolving Credit Facility ('RCF') and a government-backed loan under the Coronavirus Business Interruption Loan Scheme ('CBILS').
To support the above loans, a fixed and floating charge over the Group's assets was registered at Companies House on 23 December 2019 in favour of National Westminster Bank PLC. During the year, on 24 October 2024, the Company was acquired by Leger Shearings Group Topco Limited, which resulted in the Company's outstanding bank loans being settled. Included within accruals and deferred income above are accrued coupons on preference shares, which were accrued up until the Company's acquisition on 24 October 2024 and are payable to the Company's parent at its discretion.
Page 37
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 38
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 39
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Share premium account
Cash flow hedging reserve The cash flow hedging reserve, in accordance with the Group's accounting policies, relates to the effective portion of changes in the fair value of foreign exchange forward contract derivatives as they are recognised.
Revaluation reserve
Profit and loss account
Page 40
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The comparatives for the year ended 31 December 2023, along with the Group's reserves as at 1 January 2023, have been restated following a reclassification of the tax treatment of preference share coupons. The effect of the restatement was to reduce opening reserves at 1 January 2023 by £544,751 and to reduce profits in the year ended 31 December 2023 by £293,784. The net effect of these restatements was to reduce opening reserves at 1 January 2024 by £838,535.
At 31 December 2024, there were contingent liabilities outstanding in respect of counter indemnities and guarantees given by the Group, in the normal course of business, to the Group's bond insurance obligors in respect of Civil Aviation Authority and Association of Bonded Travel Organisers Trust Limited bonds amounting to £7,581,074 (2023 - £6,353,245).
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £170,901 (2023 - £187,205). Contributions totalling £23,392 (2023 - £38,145) were payable to the fund at the statement of financial position date and are included in creditors.
Page 41
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
On 24 October 2024, the Company was acquired by Leger Shearings Group Topco Limited, a company registered in England and Wales, which became the immediate and ultimate holding company of the Group. Copies of the financial statements of Leger Shearings Group Topco Limited can be obtained from Sunway House, Canklow Meadows, Rotherham, South Yorkshire, S60 2XR.
In the opinion of the directors, there is no single ultimate controlling party of the Group.
During 2025, the Group will continue to operate as outlined in the principal activity note.
There have been no significant events affecting the Group since the year end.
Page 42
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LEGER SHEARINGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 43
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