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EUROPEAN LEISURE HOLDINGS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2025
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Comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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The notes on pages 19 to 50 form part of these financial statements.
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EUROPEAN LEISURE HOLDINGS LTD
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 OCTOBER 2025
Cash flows from operating activities
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Loss for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Loss on disposal of tangible assets
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Increase/(decrease) in creditors
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Net cash from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Net cash from investing activities
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EUROPEAN LEISURE HOLDINGS LTD
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
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Cash flows from financing activities
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Repayment of hire purchase agreements
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Loans (repaid to)/due from directors
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Net cash from financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 19 to 50 form part of these financial statements.
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EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
European Leisure Holdings Limited is a private company limited by shares incorporated in England. The address of the registered office is given on the Company information page of these financial statements.
The principal activity of the Company is that of a holding company. The Company's subsidiaries operate in tour operating, hotel management, operation of bars in France and Austria and property holding in Greece. The Group’s business activities, together with the principal risks and uncertainties likely to affect its future development, performance and position are set out in the Group strategic report.
2.Accounting policies
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Basis of preparation of financial statements
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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 Group 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 Statement of comprehensive income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and all of its own subsidiaries ("the Group") as if they form a single entity. All financial statements are made up to 31 October 2025 except Mark Warner Egypt LLC, whose financial year ends on 31 December, with the latest accounting date being 31 December 2025. The directors do not consider it appropriate to alter the year end of Mark Warner Egypt LLC due to local laws and regulations.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
The acquisition of Mark Warner Limited in 2010 has been accounted for using merger accounting principles as the directors consider that this is necessary in order to meet the overriding requirements of section 404(5) of the Companies Act 2006 to show a true and fair view.
The directors consider that it is not practicable to quantify the effect of this departure from the Companies Act 2006 requirements.
No minority interest has been recognised on the losses generated in the Mark Warner group to date as there is no obligation for these losses to be indemnified.
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EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.Accounting policies (continued)
The Group benefits from the support of its shareholders to mitigate any shortfall in its working capital and liquidity requirements, as necessary for regulatory licensing purposes. The current economic conditions create uncertainty particularly over the level of demand for the Group’s products and the exchange rate between sterling and euro and thus the cost of the Group’s purchases.
The Group’s forecasts and projections show that the Group can continue to operate within its current funding structure. The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.
Furthermore, in order to offer air inclusive package holidays, the company requires the annual renewal by the Civil Aviation Authority of its Air Travel Organisers' Licence. The Civil Aviation Authority grants this licence on the basis of meeting agreed financial criteria and renews this in March (effective 1st April) each year. The Air Travel Organisers' Licence was renewed in March 2026.
The directors consider it appropriate to prepare the financial statements on a going concern basis.
Turnover principally represents sales of holidays and the sale of food and drink to customers. Sales
of holidays are recognised on the date of departure and related costs of holidays are charged to the
profit and loss account on the same basis. All revenue received relating to holidays departing after
the financial year end are treated as deferred income at the balance sheet date and are separately
disclosed within creditors. Amounts invoiced by suppliers in respect of future departures are treated
as prepayments and are separately disclosed within debtors. The sales of food and drink are
recognised at the time of provision of the service. Refund Credit Notes have been included in other creditors.
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EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.Accounting policies (continued)
Intangible assets are initially recognised at cost. After recognition, under the revaluation model, intangible assets shall be carried at a revalued amount, being its fair value at the date of revaluation less any subsequent accumulated amortisation and subsequent impairment losses - provided that the fair value can be determined by reference to an active market.
Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the reporting date.
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 Group's intangible assets, as shown in note 14, relate to certain leased premises in France which have legally defined residual value. Under French law these values, based on current market conditions, would be recoverable from the next tenant or from the lessor. Intangible assets are held at current market value.
Website development assets are initially recognised at cost and are subsequently measured at costs less accumulated amortisation. Amortisation is provided on the following basis:
Leased properties – 10% per annum
Website development – 16.67% per annum
Trademarks – 10% per annum
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.
Leasehold properties are held under the revaluation model and are stated at the current fair value at the date of revaluation less any subsequent depreciation and impairment losses.
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EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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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:
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50 years (land is not depreciated)
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Fixtures, fittings and computer equipment
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Assets under construction
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Not depreciated until ready for use
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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.
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Revaluation of intangible and tangible fixed assets
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Leasehold properties are carried at current year value 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 Statement of financial position date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.
Revaluation gains and losses are recognised in the Consolidated statement of 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.
Long term investments are classified as fixed assets. Short term investments are classified as current assets.
Investments in subsidiaries, held as fixed assets, are stated at cost less any provision for a permanent diminution in value or valuation, if higher.
Investments held as current assets are stated at fair value.
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EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.Accounting policies (continued)
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less
costs to complete and sell.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount
is reduced to its selling price less costs to complete and sell. The impairment loss is recognised
immediately in profit or loss.
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.
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Cash and cash equivalents
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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.
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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.
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EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
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.
Basic 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 creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.
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EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
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.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
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.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.Accounting policies (continued)
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 accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.
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Leased assets: the Group as lessee
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Assets obtained under hire purchase agreements are capitalised as tangible fixed assets. Assets
acquired by hire purchase are depreciated over their useful lives. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the Consolidated statement of comprehensive income so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
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Operating leases: the Group as lessee
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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.
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EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.Accounting policies (continued)
Financial liabilities and equity are classified according to the substance of the financial instrument's
contractual obligations, rather than the financial instrument's legal form.
Financial liabilities are initially classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
The Group determines the classification of its financial liabilities at initial recognition. All financial
liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly
attributable transaction costs.
Subsequently, the measurement of financial liabilities depends on their classification as follows:
Interest bearing loans and borrowings
Obligations for loans and borrowings are recognised when the Group becomes party to the related
contracts and are measured initially at the fair value of consideration received less directly
attributable transaction costs.
After initial recognition, interest bearing loans and borrowings are subsequently measured at
amortised cost using the effective interest method.
Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are
recognised respectively in finance revenue and finance cost.
Derecognition of financial liabilities
A liability is derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.
Where an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such as an exchange or
modification, this is treated as a derecognition of the original liability, such that the difference in the
respective carrying amounts together with any costs or fees incurred are recognised in profit or loss.
Interest income is recognised in profit or loss using the effective interest method.
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EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.Accounting policies (continued)
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Provisions for liabilities
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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 the Profit and loss account in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Balance sheet 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 Balance sheet.
Where a sale and leaseback transaction results in a finance lease, no gain is immediately recognised for any excess of sales proceeds over the carrying amount of the asset. Instead, the proceeds are presented as a liability and subsequently measured at amortised cost using the effective interest method.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is Sterling.
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 statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
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EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.Accounting policies (continued)
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Current and deferred taxation
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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;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
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.
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EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are recognised to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of revision and future periods where the revision affects both current and future periods.
Critical judgements
The directors are of the view that there are no future critical judgements (apart from those involving estimates) in applying their accounting policies that have had significant effect on amounts recognised in the financial statements.
Key sources of estimation uncertainty
The directors are of the view that there are no estimates or assumptions that have significant risk of causing a material adjustment to the carrying amount of assets and liabilities.
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The turnover and results are wholly attributable to the principal activities of the Group and are predominantly derived in the United Kingdom:
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An analysis of turnover by country of generation is as follows:
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Other operating income - Government grants receivable
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EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
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The operating (loss)/profit is stated after charging:
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Depreciation of tangible fixed assets
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Amortisation of intangible assets, including goodwill
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Fees payable to the Group's auditor and its associates for the audit of the
Company's annual financial statements
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Other operating lease rentals
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Defined contribution pension cost
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During the year, the Group obtained the following services from the Company's auditors:
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Fees payable to the Group's auditors and their associates for the audit of
the Group's annual financial statements
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Fees payable to the Group's auditors and their associates in respect of:
All other services
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EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
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Staff costs, including directors' remuneration, were as follows:
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Pension and similar costs
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The average monthly number of employees, including the directors, during the year was as follows:
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The Company has no employees other than the directors.
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £237,464 (2024 - £204,578).
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The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,824 (2024 - £6,102).
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The directors are considered to be the key management personnel of the Group.
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EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
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Other interest receivable
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Interest payable and similar expenses
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Other loan interest payable
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Finance leases and hire purchase contracts
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Parent company profit for the year
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The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The loss after tax of the parent Company for the year was £803,998 (2024 - loss £2,004,716).
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|
EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
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|
Foreign tax on income/(losses) for the year
|
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|
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|
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|
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Origination and reversal of timing differences
|
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|
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|
|
|
|
|
Factors affecting tax credit for the year
|
|
|
The tax assessed for the year is lower than (2024 - higher than) the standard rate of corporation tax in the UK of25% (2024 - 25%). The differences are explained below:
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|
|
|
|
|
|
|
|
|
|
|
Loss on ordinary activities before tax
|
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|
|
Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
|
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|
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Expenses not deductible for tax purposes
|
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|
|
Adjustments to tax charge in respect of prior periods
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|
|
Deferred tax not recognised
|
|
|
|
|
|
|
|
|
|
Total tax charge for the year
|
|
|
|
|
Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
|
|
EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
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Foreign exchange movement
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Charge for the year on owned assets
|
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|
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Foreign exchange movement
|
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The leased properties were professionally valued, at the current market value, being based on the amount recoverable under French law, on 27 January 2020. This valuation was prepared by Maurice Lévita, 20 bd du Lycée, 74000 Annecy, France, Expert of the Court of Appeal in Chambery and qualified valuer (member of the IFEI).
The leasehold property for both the year ended 31 October 2025 and the year ended 31 October 2024 has less than 50 years remaining on the lease.
|
|
|
EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
|
|
|
Fixtures, fittings and equipment
|
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|
|
|
|
|
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|
|
Charge for the year on owned assets
|
|
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|
|
|
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Charge for the year on financed assets
|
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|
EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
15.Tangible fixed assets (continued)
|
|
Existing properties in Greece were also professionally valued, at the current market value, on 20 August 2019. The valuation was prepared by Mr Georgios Chalkitis, a REV-certified valuer in Greece, and the results have been incorporated into the financial statements. The historical cost of the revalued asset was £4,224,916 (2024: £4,458,048).
The net book value of motor vehicles includes £8,604 (2024: £44,837) in respect of assets held under finance lease agreements.
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Investments in subsidiary companies
|
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|
|
EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
|
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|
The following were subsidiary undertakings of the Company:
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SARL Mountain Trading Company
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Church Street Travel Limited
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Mark Warner (France) Sarl*
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|
Mark Warner Turizm Sirketi*
|
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Mark Warner Transportation Limited*
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Bar Cuba Gastronomie GmbH
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* held indirectly at 31 October 2025
PBHH Limited, a company in which the Company has a 25% interest, is not treated as an associated undertaking because the Company is not in a position to exert significant influence on the operating and financial policies of that company.
|
|
|
The difference between purchase price or production cost of stocks and their replacement cost is not material.
|
|
|
EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
|
|
Due after more than one year
|
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|
|
Amounts owed by subsidiaries
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Amounts owed by connected companies
|
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|
Advanced corporation tax recoverable
|
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|
Amounts owed by subsidiaries
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|
Amounts owed by connected companies
|
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Prepayments and accrued income
|
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Taxation and social security recoverable
|
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|
Corporation tax recoverable
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Included within other debtors is £1,283,622 (2024: £1,281,567) held in escrow account, meeting the compliance with the requirements of the Group's ATOL license.
Amounts owed by subsidiaries and connected companies are unsecured and have no fixed date of repayments and are repayable on demand.
|
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Cash and cash equivalents
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|
|
|
EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
|
|
Creditors: Amounts falling due within one year
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Amounts due to subsidiaries
|
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|
Amounts due to connected companies
|
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|
Other taxation and social security
|
|
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|
Obligations under finance lease and hire purchase contracts
|
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|
Amounts owed by subsidiaries and connected companies are unsecured and have no fixed date of repayments and are repayable on demand.
|
|
|
EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
|
|
Creditors: Amounts falling due after more than one year
|
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|
Net obligations under finance leases and hire purchase contracts
|
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|
Director's loans
These loans are unsecured, subject to interest at 5% per annum and have no fixed repayment terms.
Subordinated loans
These loans bear interest at rates between 0% and 6% per annum.
The company, its subsidiary Mark Warner Limited, the lenders and the Civil Aviation Authority have agreed that the company will not repay the lenders and the lenders will not accept repayment from the company of any part of the subordinated loans while the company holds any Air Travel Organisers' Licence or, after the company has ceased to hold any such licence, until all claims of other creditors in respect of liabilities incurred by the company in the period during which it held such a licence have been satisfied, unless otherwise agreed with the Civil Aviation Authority.
|
|
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|
|
Analysis of the maturity of loans is given below:
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|
Amounts falling due within one year
|
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|
Amounts falling due 1-2 years
|
|
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|
Amounts falling due 2-5 years
|
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|
Amounts falling due after more than 5 years
|
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|
|
The bank loans are secured against assets of the group and bear interest at rates between 2.8% and 5% per annum.
|
|
|
EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
|
|
|
|
|
Minimum lease payments under hire purchase fall due as follows:
|
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|
At beginning and end of year
|
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|
Charged to other comprehensive income
|
|
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|
|
|
|
|
|
EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
24.Deferred taxation (continued)
|
|
The deferred tax asset is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Losses and other deductions
|
|
|
|
|
|
|
|
|
|
The deferred tax asset has been recognised based on anticipated future taxable profits.
The Group has unrecognised deferred tax asset in the UK of approximately £1,928,000 (2024: £2,752,000) that relates to losses and accelerated capital allowances. The directors do not think it is appropriate to recognise the asset at the current time as they consider the recoverability of the assets uncertain.
No provision has been made for deferred taxation on gains recognised on revaluing the Group's leased properties to their market values. Such corporation tax would become payable if the properties were sold. The total unprovided amount is approximately £1,250,000 (2024: £1,250,000).
|
|
|
|
Authorised, allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
1,000 (2024 - 1,000) Ordinary shares of £1.00 each
|
|
|
|
|
|
22,532 (2024 - 22,532) Non-voting ordinary shares of £1.00 each
|
|
|
|
|
|
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|
|
The non-voting ordinary shares confer on the holders the right to receive dividends as recommended by directors. They rank pari passu with ordinary shareholders on a winding up of the company. The holders have no voting rights.
|
|
|
EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
Share premium account
The share premium account represents consideration received for shares issued above their nominal value net of transaction costs.
Revaluation reserve
Revaluation reserve records the surplus arising on the valuation of leased property held for own use of the Group in prior years.
Other reserves
Other reserves represent consideration received for goodwill on original purchase of company.
Profit and loss account
Profit and loss includes all current and prior periods retained profit.
The Company has guaranteed payment of all money and liabilities certain and contingent owed by Mark Warner Limited and Mark Warner Transportation Limited to the Civil Aviation Authority in connection with Mark Warner Limited's ATOL licence.
On 25 July 2006 the group created a debenture in favour of Barclays Bank plc, whereby the bank has a full title guarantee with the payment or discharge of all secured sums. The charge is by way of a legal mortgage, a fixed and a floating charge over the assets of Mark Warner Limited.
On 13 October 2009 the Group created a deed of charge in favour of Barclays Bank Plc, over certain credit balances of the Group.
On 18 October 2022 the Group created a deed of charge in favour of Barclays Bank plc by way of a fixed and floating charge.
On 15 July 2025 the Group created a deed of charge in favour of Barclays Bank plc by way of a fixed and floating charge.
The Group has provided a guarantee in respect of the rental obligations of a subsidiary, with a maximum exposure of €1,530,920 at the reporting date. No provision has been recognised at the reporting date.
The Group has banking facilities supported by personal guarantees from the directors amounting to £1,700,000.
The Company is party to a cross-guarantee arrangement with its subsidiary undertaking Mark Warner Limited. No liabilities were outstanding at the year end.
|
|
EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
The Group operates a defined contributions 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 £83,239 (2024: £85,150). Contributions totalling £17,363 (2024: £18,316) were payable to the fund at the reporting date and are included within other creditors.
|
|
Commitments under operating leases
|
|
|
At 31 October 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
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|
|
|
|
|
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|
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Later than 1 year and not later than 5 years
|
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|
|
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|
|
|
|
|
|
|
A large proportion of the operating leases are not denominated in sterling and therefore the sterling commitments disclosed are subject to foreign currency fluctuations.
|
|
|
Related party transactions
|
|
|
The balance of the subordinated loans at the year end included amounts owing to:
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
|
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|
|
Searle Discretionary Trust
|
|
|
|
|
|
|
|
|
|
European Restaurant Holdings SA
|
|
|
|
|
|
|
|
|
|
Mark Warner Limited holds the subordinated debt. The amount owed to European Leisure Holdings Limited and its subsidiaries from Mark Warner Limited was £7,391,863 (2024: £7,391,863).
These loans bear interest at rates between 0% and 6% per annum.
|
|
|
EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
|
|
|
|
Interest payable (note 11) includes the following in respect of the above loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Searle Discretionary Trust
|
|
|
|
|
|
|
|
|
|
A D Searle - interest waiver
|
|
|
|
|
European Restaurant Holdings SA
|
|
|
|
|
European Restaurant Holdings SA - interest waiver
|
|
|
|
|
|
|
|
|
|
At the end of the year, the interest amount owing to Searle Discretionary Trust was £981,660 (2024: £929,520).
During the year European Leisure Holdings Limited and its subsidiaries had the following transactions with Mark Warner Limited (subsidiary company) and its subsidiaries:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent charged to Mark Warner group
|
|
|
|
|
Administration & staff services charged (by)/to Mark Warner group
|
|
|
|
|
Payments received from from Mark Warner group and foreign currency revaluations
|
|
|
|
|
Amounts owed by the Group at year end
|
|
|
|
|
Trade was conducted on normal commercial terms.
|
|
|
During the year the Group has the following transactions with Hotel Schweizerhof St Anton GmbH (a company owned by A D Searle and M A Chitty):
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administration services charged to Hotel Schweizerhof
|
|
|
|
|
Payments (received from)/made to Hotel Schweizerhof and foreign currency revaluations
|
|
|
|
|
Interest charged by Hotel Schweizerhof
|
|
|
|
|
Amounts owed by the Group at year end
|
|
|
|
|
Trade was conducted on normal commercial terms.
|
|
|
EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
|
|
During the year the Group had the following transactions with Greentrust SA (a company under common control):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest charged to Greentrust
|
|
|
|
|
Administration services charged to Greentrust
|
|
|
|
|
Payments (received from)/made to Greentrust and foreign currency revaluations
|
|
|
|
|
Amounts owed to the Group at the year end
|
|
|
|
|
Trade was conducted on normal commercial terms.
|
|
|
During the year the Group had the following transactions with MW Hotels & Resorts - Austria GmbH (a company owned by M A Chitty):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administration services charged to MW Hotels & Resorts - Austria
|
|
|
|
|
Interest charged to/(by) MW Hotels & Resorts - Austria GmbH
|
|
|
|
|
Payments (received from)/made to MW Hotels & Resorts - Austria and foreign currency revaluations
|
|
|
|
|
|
|
|
|
|
Amounts owed to the Group at the year end
|
|
|
|
|
Trade was conducted on normal commercial terms.
|
|
|
EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
|
|
|
|
During the year the Group had the following transactions with Simple Space Limited (a company with common directors and shareholders):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative services charged to Simple Space
|
|
|
|
|
Payments made to Simple Space and foreign currency revaluations
|
|
|
|
|
Amounts owed to the Group at the year end
|
|
|
|
|
Trade was conducted on normal commercial terms.
|
|
|
During the year the Group had the following transactions with Alleyfold Limited (a company controlled by A D Searle):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent charged by Alleyfold
|
|
|
|
|
Payments made to Alleyfold and foreign currency revaluations
|
|
|
|
|
Amounts owed by the Group at the year end
|
|
|
|
|
Trade was conducted on normal commercial terms.
|
|
|
During the year the Group had the following transactions with Renmark Limited (a company owned by A D Searle and M A Chitty):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administration services charged to Renmark Limited
|
|
|
|
|
Payments made to Renmark Limited and foreign currency revaluations
|
|
|
|
|
Interest charged to Renmark Limited
|
|
|
|
|
|
|
|
|
|
Amounts (owed by)/owed to the Group at the year end
|
|
|
|
|
Trade was conducted on normal commercial terms.
|
|
|
EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
|
|
During the year the Group had the following transactions with Bar Cuba Gastronomie GmbH (subsidiary company):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade was conducted on normal commercial terms.
During the year the Group had the following transactions with European Restaurant Holdings SA (a company owned by A D Searle and M A Chitty):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest charged by European Restaurant Holdings
|
|
|
|
|
Payments (received by)/made to European Restaurant Holdings and foreign currency revaluations
|
|
|
|
|
Amounts owed by the Group at the year end
|
|
|
|
|
Trade was conducted on normal commercial terms.
|
|
|
During the year the Group had the following transactions with PBHH Limited (a company with common directors and shareholders):
|
|
|
|
|
|
|
|
|
|
|
|
|
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Administration services charged to PBHH
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Amounts owed to the Group at the year end
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Trade was conducted on normal commercial terms.
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EUROPEAN LEISURE HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
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During the year the Group had the following transactions with Palmright Limited (a company controlled by A D Searle):
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Rent charged by Palmright
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Payments made to Palmright and foreign currency revaluations
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Amounts owed by the Group at the year end
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Trade was conducted on normal commercial terms.
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The following transactions took place with the directors of the Group.
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Balance due to A D Searle (director's loan)
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(Repayment)/advances of loan during the year
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Interest charged to the Group
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Balance due from M A Chitty (director's current account)
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Advances/(loan injection) during the year
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Interest paid by the Group
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FX revaluation in the year
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Balance due from D C Hopkins (director's current account)
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Other than the transactions disclosed above, the Company's other related party transactions were with wholly owned subsidiaries and group companies, so therefore have not been disclosed.
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The directors consider that there is no ultimate controlling party.
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