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REGISTERED NUMBER: 00892154 (England and Wales)


















FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

S. MIFSUD & SONS (UK) LIMITED

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

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


S. MIFSUD & SONS (UK) LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2024







DIRECTORS: Samuel Mifsud
Simon Mifsud
Joseph sive Josef Formosa Gauci





REGISTERED OFFICE: 40/42 Kenway Road
Earls Court
London
SW5 0RA





REGISTERED NUMBER: 00892154 (England and Wales)





AUDITORS: Arithma LLP Statutory Auditor
Chartered Certified Accountants
5 Jardine House
Harrovian Business Village
Bessborough Road
Harrow
Middlesex
HA1 3EX

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

BALANCE SHEET
31 DECEMBER 2024

2024 2023
Notes £    £   
FIXED ASSETS
Tangible assets 4 1,262,302 1,295,013
Investments 5 355,332 355,332
1,617,634 1,650,345

CURRENT ASSETS
Debtors 6 1,655,334 843,724
Cash at bank and in hand 114,844 318,824
1,770,178 1,162,548
CREDITORS
Amounts falling due within one year 7 (2,679,715 ) (2,880,801 )
NET CURRENT LIABILITIES (909,537 ) (1,718,253 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

708,097

(67,908

)

CREDITORS
Amounts falling due after more than one
year

8

(13,089

)

(23,272

)

PROVISIONS FOR LIABILITIES (185,046 ) (196,234 )
NET ASSETS/(LIABILITIES) 509,962 (287,414 )

CAPITAL AND RESERVES
Called up share capital 900,000 900,000
Profit & loss reserve - non- distributable 10 882,925 908,817
Retained earnings 10 (1,272,963 ) (2,096,231 )
SHAREHOLDERS' FUNDS 509,962 (287,414 )

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

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

The financial statements were approved by the Board of Directors and authorised for issue on 24 July 2025 and were signed on its behalf by:



Simon Mifsud - Director



Samuel Mifsud - Director


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

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024


1. STATUTORY INFORMATION

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

2. ACCOUNTING POLICIES

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

GOING CONCERN

For the year ended 31 December 2024, the company generated a post-tax profit of £800,000 and reported surplus shareholders' funds of £509,962 at the balance sheet date. However, the balance sheet also reflects net current liabilities of £909,537, which includes an amount of £1,788,844 due to fellow group undertakings.

The company has received confirmation of support from its penultimate and ultimate parent companies that they provide financial assistance to enable the company to meet its obligations as they fall due and to continue trading for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements.

In light of this support, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

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

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

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

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

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


2. ACCOUNTING POLICIES - continued

TANGIBLE FIXED ASSETS AND DEPRECIATION
Tangible assets

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

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

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

Depreciation

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

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

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

INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES
Investments in subsidiary and associate undertakings are recognised at cost.

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

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

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

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

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


2. ACCOUNTING POLICIES - continued

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

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

PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

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

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


2. ACCOUNTING POLICIES - continued

FINANCIAL INSTRUMENTS
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section
12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

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

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

Basic financial assets
Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

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

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

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

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

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

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


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

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


2. ACCOUNTING POLICIES - continued
Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

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

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

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

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

PROVISIONS
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.

Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision in measured at present value the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

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

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

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2023 - 6 ) .

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

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


4. TANGIBLE FIXED ASSETS
Plant and
Land and machinery
buildings etc Totals
£    £    £   
COST OR VALUATION
At 1 January 2024
and 31 December 2024 1,600,000 73,229 1,673,229
DEPRECIATION
At 1 January 2024 316,800 61,416 378,216
Charge for year 28,800 3,911 32,711
At 31 December 2024 345,600 65,327 410,927
NET BOOK VALUE
At 31 December 2024 1,254,400 7,902 1,262,302
At 31 December 2023 1,283,200 11,813 1,295,013

Included in cost or valuation of land and buildings is freehold land of £ 160,000 (2023 - £ 160,000 ) which is not depreciated.

Cost or valuation at 31 December 2024 is represented by:

Plant and
Land and machinery
buildings etc Totals
£    £    £   
Valuation in 2013 1,450,686 - 1,450,686
Cost 149,314 73,229 222,543
1,600,000 73,229 1,673,229

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

2024 2023
£    £   
Cost 149,314 149,314
Aggregate depreciation 34,896 31,988

Value of land in freehold land and buildings 3,911 3,911

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

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

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

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


5. FIXED ASSET INVESTMENTS
Shares in Interest
group in
undertakings associate Totals
£    £    £   
COST
At 1 January 2024
and 31 December 2024 1 355,331 355,332
NET BOOK VALUE
At 31 December 2024 1 355,331 355,332
At 31 December 2023 1 355,331 355,332

6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade debtors 1,557,961 603,966
Amounts owed by group undertakings 72,279 223,935
Other debtors 25,094 15,823
1,655,334 843,724

7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Bank loans and overdrafts 9,411 9,228
Trade creditors 454,592 222,315
Amounts owed to group undertakings 1,788,844 2,268,639
Taxation and social security 13,596 12,189
Other creditors 413,272 368,430
2,679,715 2,880,801

8. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2024 2023
£    £   
Bank loans 13,089 23,272

9. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2024 2023
£    £   
Between one and five years 10,955 10,955

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

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


10. RESERVES
Profit &
loss
reserve -
Retained non-
earnings distributable Totals
£    £    £   

At 1 January 2024 (2,096,231 ) 908,817 (1,187,414 )
Profit for the year 797,376 - 797,376
Transfer of depreciation on
freehold property

25,892

(25,892

)

-

At 31 December 2024 (1,272,963 ) 882,925 (390,038 )

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

The Report of the Auditors was unqualified.

Upen Shah (Senior Statutory Auditor)
for and on behalf of Arithma LLP Statutory Auditor

12. RELATED PARTY DISCLOSURES

At the balance sheet date, Fortuna Investments Ltd, a company controlled by the Mifsud family, was owed £200,000 (2023 - £200,000) by the company. The loan is interest free.

During the year, the company received fees totalling £145,467 (2023 - £87,171) from McCarthy & Mifsud Limited.The company owns 50% of the share capital of that company.

During the year, the company made sales of £2,230 (2023 - £4,065) to Orange Travel Group Ltd, an associated company of the wider group. The company was owed £2,230 (2023 - £4,065) by that company at the balance sheet date.

During the year, the company made sales of £11,001 (2023 - £10,455) to Executive Holidays Ltd, an associated company of the wider group. The company was owed £11,001 (2023 - £10,455) by that company at the balance sheet date.

During the year, the company made purchases of £Nil (2023 - £2,719) from SMS Mondial Ltd, an associated company of the wider group. The company owed £Nil (2023 - £2,746) to that company at the balance sheet date.

13. ULTIMATE CONTROLLING PARTY

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

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