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Registered number: 12346190









LEGER SHEARINGS GROUP HOLDINGS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
I D Henry 
K Henry 
A Oldfield 
C G Plummer 
L Race 




Company secretary
A Oldfield



Registered number
12346190



Registered office
Sunway House
Canklow Meadows Industrial Estate

Rotherham

South Yorkshire

S60 2XR




Independent auditors
White Hart Associates (London) Limited
Chartered Accountants and Statutory Auditors

2nd Floor, Nucleus House

2 Lower Mortlake Road

Richmond

TW9 2JA





 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 4
Directors' Report
5 - 7
Independent Auditors' Report
8 - 11
Consolidated Profit and Loss Account
12
Consolidated Statement of Comprehensive Income
13
Consolidated Statement of Financial Position
14
Company Statement of Financial Position
15
Consolidated Statement of Changes in Equity
16
Company Statement of Changes in Equity
17
Consolidated Analysis of Net Debt
18
Notes to the Financial Statements
19 - 43


 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their strategic report for the year ended 31 December 2024. 

Business review
 
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:-

2024
2023
£
£
Key performance indicators
Turnover

77,403,619

83,622,560
 
Gross profit

21,188,040

21,924,666
 
Gross profit as a percentage of turnover

27.37%

26.22%
 
Earnings Before Interest, Tax, Depreciation and Amortisation ('EBITDA')

5,029,844

4,331,662
 
EBITDA as a percentage of turnover

6.50%

5.18%
 
Net assets (adjusted for irredeemable preference shares)

2,923,571

4,143,280
 

Page 1

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties
 
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. 
 
Page 2

 
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.

Directors' statement of compliance with duty to promote the success of the Group
 
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.
 
Page 3

 
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.



L Race
Director

Page 4

 
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.

Directors' responsibilities statement

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.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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 2006They 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.

Principal activity

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. 

Results and dividends

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).

Page 5

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


Directors

The directors who served during the year were:

I D Henry 
K Henry 
A Oldfield 
C G Plummer 
L Race 

Future developments

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. 

Research and development activities

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. 

Engagement with employees

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.

Engagement with suppliers, customers and others

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.

Page 6

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Greenhouse gas emissions, energy consumption and energy efficiency action

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.

Matters covered in the Group Strategic Report

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.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

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.

Auditors

The auditorsWhite Hart Associates (London) Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 10 July 2025 and signed on its behalf.
 





L Race
Director

Page 7

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LEGER SHEARINGS GROUP HOLDINGS LIMITED
 

Opinion


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 policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent company's affairs as at 31 December 2024 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.


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 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.


Page 8

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LEGER SHEARINGS GROUP HOLDINGS LIMITED (CONTINUED)


Other information


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 ReportOur 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.


Opinion 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 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.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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.


Page 9

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LEGER SHEARINGS GROUP HOLDINGS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 Group's and 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 Group or the parent company or to cease operations, or have no realistic alternative but to do so.


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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;
 
Page 10

 
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.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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.





M S Caldicott ACA FCCA CTA (Senior Statutory Auditor)
  
for and on behalf of
White Hart Associates (London) Limited
 
Chartered Accountants and Statutory Auditors
  
2nd Floor, Nucleus House
2 Lower Mortlake Road
Richmond
TW9 2JA

10 July 2025
Page 11

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024

As restated
2024
2023
Note
£
£

  

Turnover
 4 
77,401,702
83,622,560

Cost of sales
  
(56,215,579)
(61,697,894)

Gross profit
  
21,186,123
21,924,666

Administrative expenses
  
(20,365,201)
(21,866,354)

Exceptional administrative expenses
  
(52,655)
(22,196)

Other operating income
 5 
74,873
11,162

Operating profit
 6 
843,140
47,278

Interest receivable and similar income
 10 
303,705
252,772

Interest payable and similar expenses
 11 
(859,169)
(1,550,901)

Profit/(loss) before tax
  
287,676
(1,250,851)

Tax on profit/(loss)
 12 
(1,115,075)
(902,513)

Loss for the financial year
  
(827,399)
(2,153,364)

Loss for the year attributable to:
  

Owners of the parent
  
(827,399)
(2,153,364)

The notes on pages 19 to 43 form part of these financial statements.

Page 12

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

As restated
2024
2023
Note
£
£


Loss for the financial year

  

(827,399)
(2,153,364)

Other comprehensive income
  


Fair value loss on cash flow hedges
  
(392,310)
(316,006)

Total comprehensive income for the year
  
(1,219,709)
(2,469,370)

Loss for the year attributable to:
  


Owners of the parent company
  
(827,399)
(2,153,364)

Total comprehensive income attributable to:
  


Owners of the parent company
  
(1,219,709)
(2,469,370)

The notes on pages 19 to 43 form part of these financial statements.

2024
2023
£
£

Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA)

Operating profit
843,140
37,390

Depreciation of tangible fixed assets
259,665
247,694

Amortisation of intangible fixed assets
3,874,384
4,014,494

Exceptional administrative expenses
52,655
22,196

Underlying EBITDA
5,029,844
4,321,774


Page 13

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 12346190

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 15 
18,595,867
22,253,975

Tangible assets
 16 
1,375,938
1,419,680

  
19,971,805
23,673,655

Current assets
  

Debtors: amounts falling due within one year
 18 
1,845,258
2,337,983

Cash at bank and in hand
 19 
5,878,124
6,005,858

  
7,723,382
8,343,841

Creditors: amounts falling due within one year
 20 
(19,851,082)
(20,640,614)

Net current liabilities
  
 
 
(12,127,700)
 
 
(12,296,773)

Total assets less current liabilities
  
7,844,105
11,376,882

Creditors: amounts falling due after more than one year
 21 
(25,659,200)
(27,952,347)

Provisions for liabilities
  

Deferred taxation
 23 
(121,334)
(141,255)

  
 
 
(121,334)
 
 
(141,255)

Net liabilities
  
(17,936,429)
(16,716,720)


Capital and reserves
  

Called up share capital 
 24 
4,170
4,170

Share premium account
 25 
195,797
195,797

Revaluation reserve
 25 
235,625
235,625

Cash flow hedging reserve
 25 
(558,825)
(166,515)

Profit and loss account
 25 
(17,813,196)
(16,985,797)

Equity attributable to owners of the parent company
  
(17,936,429)
(16,716,720)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 July 2025.

A Oldfield
Director

The notes on pages 19 to 43 form part of these financial statements.

Page 14

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 12346190

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 17 
30,392,509
30,392,509

  
30,392,509
30,392,509

Current assets
  

Debtors: amounts falling due within one year
 18 
14,345,326
18,900,279

Cash at bank and in hand
 19 
372
117,310

  
14,345,698
19,017,589

Creditors: amounts falling due within one year
 20 
-
(5,017,035)

Net current assets
  
 
 
14,345,698
 
 
14,000,554

Total assets less current liabilities
  
44,738,207
44,393,063

  

Creditors: amounts falling due after more than one year
 21 
(25,659,200)
(27,952,347)

  

Net assets
  
19,079,007
16,440,716


Capital and reserves
  

Called up share capital 
 24 
4,170
4,170

Share premium account
 25 
195,797
195,797

Profit and loss account brought forward
  
16,240,749
15,418,080

Profit for the year

  

2,638,291
822,669

Profit and loss account carried forward
  
18,879,040
16,240,749

Shareholders' funds
  
19,079,007
16,440,716


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 July 2025.


A Oldfield
Director

The notes on pages 19 to 43 form part of these financial statements.

Page 15

 

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024



Called up share capital
Share premium account
Revaluation reserve
Cash flow hedging reserve
Profit and loss account
Total equity


£
£
£
£
£
£



At 1 January 2023 (as restated)
4,170
195,797
235,625
149,491
(14,832,433)
(14,247,350)



Comprehensive income for the year


Loss for the year
-
-
-
-
(2,153,364)
(2,153,364)


Fair value loss on cash flow hedges
-
-
-
(316,006)
-
(316,006)

Total comprehensive income for the year
-
-
-
(316,006)
(2,153,364)
(2,469,370)





At 1 January 2024 (as restated)
4,170
195,797
235,625
(166,515)
(16,985,797)
(16,716,720)



Comprehensive income for the year


Loss for the year
-
-
-
-
(827,399)
(827,399)


Fair value loss on cash flow hedges
-
-
-
(392,310)
-
(392,310)

Total comprehensive income for the year
-
-
-
(392,310)
(827,399)
(1,219,709)



At 31 December 2024
4,170
195,797
235,625
(558,825)
(17,813,196)
(17,936,429)



The notes on pages 19 to 43 form part of these financial statements.

Page 16

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2023
4,170
195,797
15,418,080
15,618,047


Comprehensive income for the year

Profit for the year
-
-
822,669
822,669



At 1 January 2024
4,170
195,797
16,240,749
16,440,716


Comprehensive income for the year

Profit for the year
-
-
2,638,291
2,638,291


At 31 December 2024
4,170
195,797
18,879,040
19,079,007


The notes on pages 19 to 43 form part of these financial statements.

Page 17

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024





At 1 January 2024
Cash flows
Movements in loans
At 31 December 2024
£

£

£

£

Cash at bank and in hand

6,005,858

(127,734)

-

5,878,124

Debt due after 1 year

(22,443,347)

-

1,583,347

(20,860,000)

Debt due within 1 year

(4,833,330)

-

4,833,330

-


(21,270,819)
(127,734)
6,416,677
(14,981,876)

The notes on pages 19 to 43 form part of these financial statements.

Page 18

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

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

 
2.1

Basis of preparation of financial statements

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:

 
2.2

Basis of consolidation

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. 

Page 19

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

Going concern

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.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Profit and Loss Account within 'finance income or costs'. 

Page 20

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.5

Turnover

Turnover represents the aggregate amount of gross revenue receivable from inclusive tours, travel agency commissions receivable, cancellation income and other services supplied to customers in the ordinary course of business.
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.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
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.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 21

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.13

Exceptional administrative expenses

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 22

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.14

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Profit and Loss Account over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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:

Advertisement development
-
50% straight line
Goodwill
-
10% straight line
Trademarks
-
10% straight line

 
2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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:

Freehold property
-
2.5% straight line
Fixtures and fittings
-
15% or 20% straight line
Office equipment
-
15% or 25% straight line

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

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.16

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

 
2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Profit and Loss Account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.18

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.19

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.20

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 24

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.21

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
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.
 
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

 
2.22

Financial instruments

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

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.22
Financial instruments (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

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.23

Hedge accounting

The Group uses foreign currency forward contracts to manage its exposure to cash flow risk on its foreign currency supplier commitments. These derivatives are measured at fair value at each reporting date.

To the extent the cash flow hedge is effective, movements in fair value are recognised in other comprehensive income and presented in a separate cash flow hedge reserve. Any ineffective portions of those movements are recognised in profit or loss for the year.

Gains and losses on the hedging instruments and the hedged items are recognised in profit or loss for the year. When a hedged item is an unrecognised firm commitment, the cumulative hedging gain or loss on the hedged item is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
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.


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Holiday sales
77,401,702
83,622,560


All turnover arose within the United Kingdom.

Page 27

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Other operating income

2024
2023
£
£

Other income
66,051
9,888

Commissions receivable
8,822
1,274



6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Other operating lease rentals
129,427
126,576


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors and their associates:


2024
2023
£
£

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent company's financial statements

32,000
36,320

Fees payable to the Company's auditors and their associates in respect of:

Audit-related assurance services
32,000
29,500

Regulatory advice
-
6,820

Page 28

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Employees

The directors were remunerated through another group company, Leger Shearings Group Limited, during the current and previous financial year.
All employees have been remunerated through Leger Shearings Group Limited during both the current and previous financial year.


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
6,047,772
6,423,926
-
-

Social security costs
638,537
620,710
-
-

Cost of defined contribution scheme
170,901
187,205
-
-


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Sales & Marketing
84
102



Operations
77
87



Administration
28
38

189
227


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
734,756
693,905

Group contributions to defined contribution pension schemes
63,037
75,511

797,793
769,416


During the year retirement benefits were accruing to 4 directors (2023 - 4) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £223,538 (2023 - £216,576).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2023 - £1,321).

Page 29

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Interest receivable

2024
2023
£
£


Other interest receivable
303,705
252,772


11.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
163,510
411,713

Other loan interest payable
694,636
1,139,188

Other interest payable
1,023
-

859,169
1,550,901


12.


Taxation


As restated
2024
2023
£
£

Corporation tax


Current tax on profits for the year
1,134,996
809,185


Total current tax
1,134,996
809,185

Deferred tax


Origination and reversal of timing differences
(19,921)
93,328


Taxation on profit/(loss) on ordinary activities
1,115,075
902,513
Page 30

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.50%). The differences are explained below:

As restated
2024
2023
£
£


Profit/(loss) on ordinary activities before tax
287,676
(1,250,851)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.50%)
71,919
(293,950)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,042,563
1,074,444

Capital allowances for the year in excess of depreciation
20,514
28,691

Movement in deferred tax
(19,921)
93,328

Total tax charge for the year
1,115,075
902,513


Factors that may affect future tax charges

There were no factors that may affect future tax charges at 31 December 2024.


13.


Exceptional items

2024
2023
£
£


Exceptional redundancy costs
52,655
22,196

Exceptional items above relate to one-off costs suffered as a result of internal restructuring.


14.


Company result for the year

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 £2,638,291 (2023 - £822,669).

Page 31

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Intangible assets

Group





Advertisement development
Trademarks
Goodwill
Total

£
£
£
£



Cost


At 1 January 2024
532,934
1,391,914
35,211,975
37,136,823


Additions
259,646
1,630
-
261,276


Disposals
-
(57,750)
-
(57,750)



At 31 December 2024

792,580
1,335,794
35,211,975
37,340,349



Amortisation


At 1 January 2024
393,789
404,268
14,084,791
14,882,848


Charge for the year on owned assets
139,146
214,040
3,521,198
3,874,384


On disposals
-
(12,750)
-
(12,750)



At 31 December 2024

532,935
605,558
17,605,989
18,744,482



Net book value



At 31 December 2024
259,645
730,236
17,605,986
18,595,867



At 31 December 2023
139,145
987,646
21,127,184
22,253,975

Goodwill arising on consolidation, relating to the acquisition of Leger Shearings Group (Property) Limited (formerly Tours Abroad Group Limited) and its subsidiaries, is being amortised on a straight line basis over 10 years from the date of acquisition on 23 December 2019.



Page 32

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


Tangible fixed assets

Group






Freehold property
Fixtures and fittings
Office equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2024
765,000
429,127
821,403
2,015,530


Additions
-
95,135
120,789
215,924


Disposals
-
(22,321)
(236,435)
(258,756)



At 31 December 2024

765,000
501,941
705,757
1,972,698



Depreciation


At 1 January 2024
46,219
166,480
383,151
595,850


Charge for the year on owned assets
19,125
74,623
165,917
259,665


Disposals
-
(22,320)
(236,435)
(258,755)



At 31 December 2024

65,344
218,783
312,633
596,760



Net book value



At 31 December 2024
699,656
283,158
393,124
1,375,938



At 31 December 2023
718,781
262,647
438,252
1,419,680

The freehold property was revalued on 26 July 2021 by Fernie Greaves Chartered Surveyors at an open market value of £765,000.
A fixed charge over the Company's freehold property and related assets was registered at Companies House on 18 December 2019 in favour of National Westminster Bank PLC.

Page 33

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

           16.Tangible fixed assets (continued)




The net book value of land and buildings may be further analysed as follows:


2024
2023
£
£

Freehold
699,656
718,781


Cost or valuation at 31 December 2024 is as follows:

Land and buildings
£


At cost
756,621
At valuation:

Historical revaluations
8,379



765,000

If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows:

2024
2023
£
£

Group


Cost
756,621
756,621

Accumulated depreciation
(662,045)
(643,129)

Net book value
94,576
113,492

Page 34

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
30,392,509



At 31 December 2024
30,392,509





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Leger Shearings Group (Property) Limited
Sunway House, Canklow Meadows Industrial Estate, Rotherham, South Yorkshire, S60 2XR
Intermediate holding company
Ordinary
100%
Broomco (3019) Limited*
As above
Dormant
Ordinary
100%
Sunway Travel (Coaching) Holdings Limited*
As above
Dormant
Ordinary
100%
Leger Shearings Group Limited*
As above
Management service provider
Ordinary
100%
Leger Holidays Limited*
As above
Escorted coach tour operator
Ordinary
100%
Leger Air Holidays Limited*
As above
Air tour operator
Ordinary
100%
Shearings Travel Limited*
As above
Escorted coach tour operator
Ordinary
100%
Shearings Transport Limited*
As above
Transport provider
Ordinary
100%

* denotes companies which are indirect subsidiary undertakings of Leger Shearings Group Holdings  Limited.

Page 35

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit
£
£

Leger Shearings Group (Property) Limited
562,746
3,509,000

Broomco (3019) Limited*
1
-

Sunway Travel (Coaching) Holdings Limited*
1
-

Leger Shearings Group Limited*
2,160,737
4,533,026

Leger Holidays Limited*
1,128,982
1,730,584

Leger Air Holidays Limited*
1,080,303
158,936

Shearings Travel Limited*
90,216
1,123,962

Shearings Transport Limited*
1,000
-

All of the above subsidiaries have been accounted for under the acquisition method of accounting.


18.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
54,300
453,973
-
-

Amounts owed by group undertakings
-
-
14,345,326
18,897,579

Other debtors
258,352
461,785
-
2,700

Prepayments and accrued income
1,532,606
1,422,225
-
-

1,845,258
2,337,983
14,345,326
18,900,279


Included within prepayments and accrued income above are payments made to suppliers relating to bookings departing after the year end, where the Group is acting as principal. The total of these prepaid costs at 31 December 2024 was £974,627 (2023 - £1,055,759).


19.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
5,878,124
6,005,858
372
117,310


Page 36

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

20.


Creditors: Amounts falling due within one year

Group

Group
As restated
Company

Company
As restated
2024
2023
2024
2023
£
£
£
£

Bank loans
-
4,833,330
-
4,833,330

Trade creditors
2,629,165
2,418,760
-
-

Amounts owed to group undertakings
2,848,251
-
-
-

Corporation tax
1,350,366
1,353,936
-
-

Other taxation and social security
500,991
697,901
-
-

Other creditors
24,623
194,691
-
156,000

Accruals and deferred income
11,938,861
10,975,481
-
27,705

Financial instruments
558,825
166,515
-
-

19,851,082
20,640,614
-
5,017,035


Included within accruals and deferred income above are receipts from customers relating to bookings departing after the year end, where the Group is acting as principal. The total of these receipts taken in advance at 31 December 2024 was £8,450,054 (2023 - £7,020,185).


21.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
-
1,583,347
-
1,583,347

Other creditors
-
1,337,000
-
1,337,000

Accruals and deferred income
4,799,200
4,172,000
4,799,200
4,172,000

Share capital treated as debt
20,860,000
20,860,000
20,860,000
20,860,000

25,659,200
27,952,347
25,659,200
27,952,347


Disclosure of the terms and conditions attached to the non-equity shares is made in note 24.

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

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

22.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans falling due within one year
-
4,833,330
-
4,833,330

Bank loans falling due within 1-2 years
-
999,996
-
999,996

Bank loans falling due within 2-5 years
-
583,351
-
583,351

-
6,416,677
-
6,416,677


Page 38

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

23.


Deferred taxation


Group



2024


£






At beginning of year
(141,255)


Charged to profit or loss
19,921



At end of year
(121,334)

Company


2024






At end of year
-

The provision for deferred taxation is made up as follows:

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Accelerated capital allowances
(121,334)
(141,255)
-
-


Deferred tax liabilities relating to accelerated capital allowances will be reversed in line with the Group's depreciation of tangible fixed assets, being on a straight line basis. 

Page 39

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

24.


Share capital

2024
2023
£
£
Shares classified as equity

Allotted, called up and fully paid



2,920 (2023 - 2,920) Ordinary A shares of £1.00 each
2,920
2,920
1,250 (2023 - 1,250) Ordinary B shares of £1.00 each
1,250
1,250

4,170

4,170

2024
2023
£
£
Shares classified as debt

Allotted, called up and fully paid



20,860,000 (2023 - 20,860,000) Preference shares of £1.00 each
20,860,000
20,860,000


The Ordinary A and B shares of £1.00 each carry full voting rights, full dividend rights and full rights to participation in any capital distribution on winding up, although these rank after Preference shares in priority during a capital distribution.
The Preference shares of £1.00 are irredeemable, each carrying no voting rights, full dividend rights and full rights to participation in any capital distribution on winding up in priority to the A and B Ordinary shares.


25.


Reserves

Share premium account

The share premium account represents the additional amount shareholders have paid for their issued shares that was in excess of the par value of those shares.
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

The revaluation reserve is used to record increases in the fair value of land and buildings and decreases to the extent that such decreases relate to a previous increase on the same asset.

Profit and loss account

The profit and loss account represents all current and prior period retained profits and losses, less any dividends paid to the Group's shareholders. 

Page 40

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

26.


Prior year adjustment

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.


27.


Contingent liabilities

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).


28.


Pension commitments

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.


29.


Commitments under operating leases

At 31 December 2024 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
93,746
49,109

Later than 1 year and not later than 5 years
231,204
38,147

Later than 5 years
181,503
-

506,453
87,256

30.


Related party transactions

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 its wholly owned subsidiaries within the Group. This is because it has prepared consolidated financial statements in which these transactions are eliminated in full.

Page 41

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

31.


Controlling party

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. 


32.


Post balance sheet events

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

 
LEGER SHEARINGS GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

33.


Cash flow hedges

At 31 December 2024, the Group had 27 foreign exchange forward contracts that it designated as cash flow hedges of highly probable foreign currency payments to suppliers for firm commitments in future periods. These contracts are entered into to minimise the Group's exposure to foreign exchange risk, between the prices agreed when a customer booking is made and when the supplier is paid. 
The following table summarises the foreign currency cash flow hedging instruments in place as at 31 December 2024:

2024
Volume
2024
Fair Value
2023
Volume
2023
Fair Value
(Local Currency)
(GBP)
(Local Currency)
(GBP)
Foreign currency cash flow hedging instruments
Euros (EUR)

25,000,000

21,569,267

24,950,000
 
21,442,300
 
US Dollars (USD)

500,000

385,076

250,000
 
203,544
 
25,500,000

21,954,343

25,200,000
 
21,645,844
 

The following table summarises the expected timing and amounts of the forecast future cash flows, which will be recognised in the Profit and Loss Account in the same period in which the cash flows occur:

Total
£

Determination Period


January - March 2025
3,223,173

April - June 2025
7,462,330

July - September 2025
7,822,776

October - December 2025
3,446,064

21,954,343

During the period, the Group recognised net losses of £392,310 (2023 - £316,006) on forward currency cash flow hedging instruments, all of which were found to be effective and were recognised through other comprehensive income into the cash flow hedging reserve. 

 
Page 43