REGISTERED NUMBER: 00892154 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

S. MIFSUD & SONS (UK) LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

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:

BLS Burnells LLP

Harrington House

Milton Road

Ickenham

Uxbridge

Middlesex

UB10 8NQ

FIXED ASSETS

Tangible assets

4

759,717

1,262,302

Investments

5

355,332

355,332

1,115,049

1,617,634

CURRENT ASSETS

Debtors

6

695,297

1,655,334

Cash at bank and in hand

1,592,905

114,844

2,288,202

1,770,178

CREDITORS

Amounts falling due within one year

7

(1,893,502

)

(2,679,715

)

NET CURRENT ASSETS/(LIABILITIES)

394,700

(909,537

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,509,749

708,097

CREDITORS

Amounts falling due after more than one year

8

(447,696

)

(13,089

)

PROVISIONS FOR LIABILITIES

(8,234

)

(185,046

)

NET ASSETS

1,053,819

509,962

CAPITAL AND RESERVES

Called up share capital

900,000

900,000

Profit & loss reserve - non- distributable

11

501,049

882,925

Retained earnings

11

(347,230

)

(1,272,963

)

SHAREHOLDERS' FUNDS

1,053,819

509,962

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 6 August 2026 and were signed on its behalf by:

Simon Mifsud - Director

Samuel Mifsud - Director

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

The financial statements have been prepared on a going concern basis. The directors have assessed the company's ability to continue as a going concern and are satisfied that it has the resources to continue in business for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements.

In making this assessment, the directors have considered the company's strong financial position at the year-end, with post-tax profits of £817,582 and surplus shareholders' funds of £1,053,819. The directors have also reviewed the budget and cash flow forecasts for the year ending 31 December 2026.

Based on these factors, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and continue to adopt the going concern basis of accounting in preparing the financial statements.

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.

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.

A deferred tax asset of £191,469 (2024: £256,915) has not been recognised in respect of gross tax

losses of £765,874 (2024: £1,027,661). This asset has not been recognised as there is insufficient

evidence that the asset will be recovered. These losses are available to be carried forward indefinitely

and used against future taxable profits of the same trade.

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.

HIRE PURCHASE AND LEASING COMMITMENTS

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

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.

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.

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 (2024 - 5 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST OR VALUATION

At 1 January 2025

1,600,000

73,229

1,673,229

Additions

-

4,527

4,527

Disposals

-

(30,144

)

(30,144

)

Revaluations

(850,000

)

-

(850,000

)

At 31 December 2025

750,000

47,612

797,612

DEPRECIATION

At 1 January 2025

345,600

65,327

410,927

Charge for year

28,800

2,346

31,146

Eliminated on disposal

-

(29,778

)

(29,778

)

Revaluation adjustments

(374,400

)

-

(374,400

)

At 31 December 2025

-

37,895

37,895

NET BOOK VALUE

At 31 December 2025

750,000

9,717

759,717

At 31 December 2024

1,254,400

7,902

1,262,302

Included in cost or valuation of land and buildings is freehold land of £ 75,000 (2024 - £ 160,000 ) which is not depreciated.

Cost or valuation at 31 December 2025 is represented by:

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

Valuation in 2013

1,450,686

-

1,450,686

Valuation in 2025

(850,000

)

-

(850,000

)

Cost

149,314

47,612

196,926

750,000

47,612

797,612

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

2025

2024

£

£

Cost

149,314

149,314

Aggregate depreciation

-

34,896

Value of land in freehold land and buildings

3,911

3,911

Freehold land and buildings were valued on a residual value basis on 1 March 2025 by Savills (UK) Limited .

The directors had previously elected to use a 2013 valuation as the deemed cost for the company's freehold property. In 2025, the property was revalued at £750,000 using the residual value method, due to its state of disrepair. The directors are of the opinion that valuation is appropriate as at the balance sheet date.

5.	FIXED ASSET INVESTMENTS

Shares in

Interest

group

in

undertakings

associate

Totals

£

£

£

COST

At 1 January 2025

and 31 December 2025

1

355,331

355,332

NET BOOK VALUE

At 31 December 2025

1

355,331

355,332

At 31 December 2024

1

355,331

355,332

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

261,140

1,557,961

Amounts owed by group undertakings

294,195

72,279

Other debtors

139,962

25,094

695,297

1,655,334

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts (see note 9)

49,450

9,411

Trade creditors

109,138

454,592

Amounts owed to group undertakings

1,531,030

1,788,844

Taxation and social security

10,405

13,596

Other creditors

193,479

413,272

1,893,502

2,679,715

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans (see note 9)

447,696

13,089

Amounts falling due in more than five years:

Repayable by instalments

Bank loans more 5 yr by instal

259,107

-

9.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due within one year or on demand:

Bank loans

49,450

9,411

Amounts falling due between one and two years:

Bank loans - 1-2 years

44,829

10,440

Amounts falling due between two and five years:

Bank loans - 2-5 years

143,760

2,649

Amounts falling due in more than five years:

Repayable by instalments

Bank loans more 5 yr by instal

259,107

-

In addition to the remainder of the bounce back loan of £12,500, the company has a commercial bank loan of £484,646 as at 31 December 2025 (2024: £Nil).

The commercial loan bears interest at a rate of 2.58% above base rate and is repayable over a ten-year term in monthly instalments comprising both capital and interest.

The loan is secured by a fixed charge over the company’s freehold property and is further secured by a debenture incorporating fixed and floating charges over the assets of the company.

10.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Between one and five years

9,011

10,955

11.

RESERVES

Profit &

loss

reserve -

Retained

non-

earnings

distributable

Totals

£

£

£

At 1 January 2025

(1,272,963

)

882,925

(390,038

)

Profit for the year

817,582

-

817,582

Surplus/deficit on revaluation

-

(475,600

)

(475,600

)

Transfer of depreciation on freehold property

108,151

(108,151

)

-

Deferred tax on freehold property valuation

-

201,875

201,875

At 31 December 2025

(347,230

)

501,049

153,819

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

The Report of the Auditors was unqualified.

Mr Vishal Bhatt (Senior Statutory Auditor)

for and on behalf of BLS Burnells LLP

13.	RELATED PARTY DISCLOSURES

At the balance sheet date, Fortuna Investments Ltd, a company controlled by the Mifsud family, was owed £ Nil (2024 - £200,000) by the company. The loan is interest free.

During the year, the company received fees totalling £70,614 (2024 - £145,467) from McCarthy & Mifsud Limited.The company owns 50% of the share capital of that company.

During the year, the company made sales of £5,095 (2024 - £2,230) to Orange Travel Group Ltd, an associated company of the wider group. The company was owed £5,095 (2024 - £2,230) by that company at the balance sheet date.

During the year, the company made sales of £22,020 (2024 - £11,001) to Executive Holidays Ltd, an associated company of the wider group. The company was owed £22,020 (2024 - £11,001) by that company at the balance sheet date.

14.	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.