MEHOLDINGCOMPANY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
Company Registration No. 13860917 (England and Wales)
MEHOLDINGCOMPANY LIMITED
COMPANY INFORMATION
Directors
Mr L L Gerard
(Appointed 20 January 2022)
Mr M Gleig
(Appointed 20 January 2022)
Mr C Lythgoe
(Appointed 20 January 2022)
Company number
13860917
Registered office
C/o DSG Chartered Accountants
Castle Chambers
43 Castle Street
Liverpool
L2 9TL
Auditor
DSG
Castle Chambers
43 Castle Street
Liverpool
L2 9TL
MEHOLDINGCOMPANY LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 28
MEHOLDINGCOMPANY LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2023
- 1 -

The directors present the strategic report for the Period ended 31 March 2023.

Principal activity and fair review of the group

The company was incorporated on 20 January 2022 and this is the first set of accounts from this date to 31 March 2023. On 31 January 2022, the company acquired a 100% stake in Genco Logistics Limited.

 

The principal activity of the company is that of a holding company.

 

The principal activity of the group was to be that of providing a complete logistics package in relation to imports and exports of freight by land, sea and air.

 

The directors considered the results for the Period and the financial position at the Period end to be satisfactory.

 

The group made a profit before tax of £6,446,386 during the period. At the period end the group had net assets of £6,115,476.

 

Turnover was £32,388,080 and gross margin was c.13.1%.

Principal risks and uncertainties

There are a number of risks and uncertainties that can impact on the performance of Meholdingcompany Limited group, some of which are beyond the control of the group.

 

The directors consider two of the most significant risks faced by the group are the knock on impact of the UK’s withdrawal from the European Union and the economic disruption caused by current global affairs.For example, export project work to Russia has ceased due to the war with Ukraine.These risks are managed by the Board as a whole and are the subject of regular board meetings.

 

The directors continue to monitor the continued operational challenges posed by worldwide events including, but not restricted to, an assessment of the robustness of their supply chain and broader logistic arrangements as well as the continued impact this might have on going concern. However, the directors do not foresee any continued operational pressures to be caused by such events or any material impact on the group.

 

The group monitors market trends and risks on an ongoing basis and takes corrective action as and when required.

 

Competitive pressure in all the markets it operates in are an ongoing risk to the group. To manage this risk the group maintains strong relationships with its customers with high levels of customer service.

 

Fluctuations in freight rates will always impact upon the profitability of the business. Purchasing policies and practices mitigate, where practicable, these risks. Post period end the group has continued to trade well even with the downturn in worldwide freight rates.

 

In addition to the above, there are also the following principal risks:

 

Liquidity risk

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

 

Interest rate risk

The group is cash positive and has no overdraft facility or borrowings.

 

Foreign currency risk

The group’s principal foreign currency exposures arise from trading with overseas companies. Group policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling. This hedging activity involves the use of foreign exchange forward contracts.

MEHOLDINGCOMPANY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
- 2 -

Credit risk

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

 

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Key performance indicators

Key performance indicators continue to be used throughout the business, and the financial indicators such as turnover, gross profit margin, profit before tax and trade debtors are set out in the body of the accounts.

 

The cash balance at the period end was positive and the group maintains strong cash control which has enabled it to meet its obligations to suppliers and other creditors as they fall due.

 

The directors also consider other non-financial indicators to monitor the performance of the business. These include the group’s ability to react to market conditions with a flexible approach to their service capabilities.

 

Employees - The group continues to invest in its strategies for the training, development and retention of employees. Average headcount for 2023 was 18.

On behalf of the board

Mr C Lythgoe
Director
18 October 2023
MEHOLDINGCOMPANY LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2023
- 3 -

The directors present their annual report and financial statements for the Period ended 31 March 2023.

 

The report contains the statutory information disclosed in addition to that set out in the strategic report. Information relating to principal activity and risk management, which would otherwise be included in the Directors Report, is included in the Strategic Report.

Results and dividends

The consolidated profit and loss account for the Period are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the Period and up to the date of signature of the financial statements were as follows:

Mr L L Gerard
(Appointed 20 January 2022)
Mr M Gleig
(Appointed 20 January 2022)
Mr C Lythgoe
(Appointed 20 January 2022)
Post reporting date events

There have been no major changes since the balance sheet date.

Auditor

DSG were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mr C Lythgoe
Director
18 October 2023
MEHOLDINGCOMPANY LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 MARCH 2023
- 4 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

MEHOLDINGCOMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MEHOLDINGCOMPANY LIMITED
- 5 -
Opinion

We have audited the financial statements of Meholdingcompany Limited (the 'parent company') and its subsidiaries (the 'group') for the Period ended 31 March 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

MEHOLDINGCOMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MEHOLDINGCOMPANY LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the company. 

The following laws and regulations were identified as being of significance to the company:

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the company complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

MEHOLDINGCOMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MEHOLDINGCOMPANY LIMITED
- 7 -

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the company’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error.  As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Jean Ellis BA FCA CTA (Senior Statutory Auditor)
For and on behalf of DSG
18 October 2023
Chartered Accountants
Statutory Auditor
Castle Chambers
43 Castle Street
Liverpool
L2 9TL
MEHOLDINGCOMPANY LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 MARCH 2023
- 8 -
Period ended
31 March
2023
Notes
£
Turnover
3
32,388,080
Cost of sales
(28,143,792)
Gross profit
4,244,288
Administrative expenses
(2,736,979)
Other operating income
4,913,184
Operating profit
5
6,420,493
Interest receivable and similar income
8
26,009
Interest payable and similar expenses
9
(116)
Profit before taxation
6,446,386
Tax on profit
10
(331,010)
Profit for the financial Period
6,115,376
Profit for the financial Period is all attributable to the owners of the parent company.
MEHOLDINGCOMPANY LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2023
- 9 -
Period ended
31 March
2023
£
Profit for the Period
6,115,376
Other comprehensive income
-
Total comprehensive income for the Period
6,115,376
Total comprehensive income for the Period is all attributable to the owners of the parent company.
MEHOLDINGCOMPANY LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2023
31 March 2023
- 10 -
2023
Notes
£
£
Fixed assets
Tangible assets
12
7,834
Current assets
Debtors
15
3,280,901
Cash at bank and in hand
5,077,006
8,357,907
Creditors: amounts falling due within one year
16
(2,248,708)
Net current assets
6,109,199
Total assets less current liabilities
6,117,033
Provisions for liabilities
Deferred tax liability
17
1,557
(1,557)
Net assets
6,115,476
Capital and reserves
Called up share capital
19
100
Profit and loss reserves
6,115,376
Total equity
6,115,476
The financial statements were approved by the board of directors and authorised for issue on 18 October 2023 and are signed on its behalf by:
18 October 2023
Mr C Lythgoe
Director
Company registration number 13860917 (England and Wales)
MEHOLDINGCOMPANY LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2023
31 March 2023
- 11 -
2023
Notes
£
£
Fixed assets
Investments
13
1,292,727
Current assets
Debtors
15
3,465,798
Cash at bank and in hand
351,450
3,817,248
Creditors: amounts falling due within one year
16
(9,978)
Net current assets
3,807,270
Net assets
5,099,997
Capital and reserves
Called up share capital
19
100
Profit and loss reserves
5,099,897
Total equity
5,099,997

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the period was £5,099,897.

The financial statements were approved by the board of directors and authorised for issue on 18 October 2023 and are signed on its behalf by:
18 October 2023
Mr C Lythgoe
Director
Company registration number 13860917 (England and Wales)
MEHOLDINGCOMPANY LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2023
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 20 January 2022
-
-
-
Profit and total comprehensive income
-
6,115,376
6,115,376
Issue of share capital
19
100
-
100
Balance at 31 March 2023
100
6,115,376
6,115,476
MEHOLDINGCOMPANY LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2023
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 20 January 2022
-
-
-
Profit and total comprehensive income
-
5,099,897
5,099,897
Issue of share capital
19
100
-
100
Balance at 31 March 2023
100
5,099,897
5,099,997
MEHOLDINGCOMPANY LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2023
- 14 -
2023
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
24
7,860,116
Interest paid
(116)
Income taxes paid
(994,139)
Net cash inflow/(outflow) from operating activities
6,865,861
Investing activities
Purchase of business
(1,292,000)
Purchase of tangible fixed assets
(8,387)
Repayment of loans
(514,577)
Interest received
26,009
Net cash used in investing activities
(1,788,955)
Financing activities
Proceeds from issue of shares
100
Net cash generated from/(used in) financing activities
100
Net increase in cash and cash equivalents
5,077,006
Cash and cash equivalents at beginning of Period
-
Cash and cash equivalents at end of Period
5,077,006
MEHOLDINGCOMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
- 15 -
1
Accounting policies
Company information

Meholdingcompany Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is c/o DSG Chartered Accountants, Castle Chambers, Castle Street, Liverpool, L2 9TL.

 

The group consists of Meholdingcompany Limited and all of its subsidiaries. The principal activity of the group and company are disclosed in the strategic report.

1.1
Reporting period

These financial statements represent the first period of account for the group and company from the date of incorporation of 20 January 2022 to the period end date of 31 March 2023.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

MEHOLDINGCOMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 16 -
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Meholdingcompany Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 31 March 2023. 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.

 

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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group and company has adequate resources to continue in operational existence for the foreseeable future. The group regularly reviews management accounts and future cash requirements, and this demonstrates that the group and company has sufficient reserves and can operate within its existing banking facilities. As such, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Turnover is recognised as follows:

 

Turnover is stated exclusive of value added tax.

Revenue from freight services is recognised when the significant risks and rewards of ownership of the services have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis alongside the assets acquired.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

MEHOLDINGCOMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 17 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
20% straight line
Computer equipment
33.3% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

MEHOLDINGCOMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 18 -
1.12
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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 debtors 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. Financial assets classified as receivable within one year are not amortised.

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 publicly 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 group 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 group after deducting all of its liabilities.

MEHOLDINGCOMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 19 -
Basic financial liabilities

Basic financial liabilities, including creditors, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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 creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

MEHOLDINGCOMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 20 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

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 considered 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 the revision and future periods where the revision affects both current and future periods.

 

The directors do not consider there to be any material accounting estimates and judgements required in the application of accounting policies.

MEHOLDINGCOMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
- 21 -
3
Turnover and other revenue
2023
£
Turnover analysed by class of business
Freight services provided
32,388,080
2023
£
Turnover analysed by geographical market
United Kingdom
31,116,501
Rest of Europe
227,969
Rest of World
1,043,610
32,388,080
2023
£
Other revenue
Interest income
26,009
4
Exceptional item
2023
£
Income
Amortisation of negative goodwill
4,913,184
5
Operating profit
2023
£
Operating profit for the period is stated after charging/(crediting):
Exchange gains
(42,673)
Depreciation of owned tangible fixed assets
6,779
Impairment of intangible assets
(4,913,184)
Operating lease charges
57,280
6
Auditor's remuneration
2023
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
3,000
Audit of the financial statements of the company's subsidiaries
8,500
11,500
MEHOLDINGCOMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
- 22 -
7
Employees

The average monthly number of persons (including directors) employed by the group and company during the Period was:

Group
Company
2023
2023
Number
Number
Admin
3
3
Sales
15
-
Total
18
3

Their aggregate remuneration comprised:

Group
Company
2023
2023
£
£
Wages and salaries
1,776,610
-
0
Social security costs
219,187
-
Pension costs
164,312
-
0
2,160,109
-
0
8
Interest receivable and similar income
2023
£
Interest income
Interest on bank deposits
25,834
Other interest income
175
Total income
26,009
9
Interest payable and similar expenses
2023
£
Other interest
116
10
Taxation
2023
£
Current tax
UK corporation tax on profits for the current period
331,010
MEHOLDINGCOMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
10
Taxation
(Continued)
- 23 -

The actual charge for the Period can be reconciled to the expected charge/(credit) for the Period based on the profit or loss and the standard rate of tax as follows:

2023
£
Profit before taxation
6,446,386
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00%
1,224,813
Tax effect of expenses that are not deductible in determining taxable profit
39,701
Amortisation on assets not qualifying for tax allowances
(933,504)
Taxation charge
331,010
11
Intangible fixed assets
Group
Negative goodwill
£
Cost
At 20 January 2022
-
0
Additions
(4,913,184)
At 31 March 2023
(4,913,184)
Amortisation and impairment
At 20 January 2022
-
0
Impairment
(4,913,184)
At 31 March 2023
(4,913,184)
Carrying amount
At 31 March 2023
-
0
The company had no intangible fixed assets at 31 March 2023.
MEHOLDINGCOMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
- 24 -
12
Tangible fixed assets
Group
Fixtures and fittings
Computer equipment
Total
£
£
£
Cost
At 20 January 2022
-
0
-
0
-
0
Additions
4,997
3,390
8,387
Business combinations
400
5,826
6,226
At 31 March 2023
5,397
9,216
14,613
Depreciation and impairment
At 20 January 2022
-
0
-
0
-
0
Depreciation charged in the Period
1,234
5,545
6,779
At 31 March 2023
1,234
5,545
6,779
Carrying amount
At 31 March 2023
4,163
3,671
7,834
The company had no tangible fixed assets at 31 March 2023.
13
Fixed asset investments
Group
Company
2023
2023
Notes
£
£
Investments in subsidiaries
14
-
0
1,292,727
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 20 January 2022
-
Additions
1,292,727
At 31 March 2023
1,292,727
Carrying amount
At 31 March 2023
1,292,727
14
Subsidiaries

Details of the company's subsidiaries at 31 March 2023 are as follows:

MEHOLDINGCOMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
14
Subsidiaries
(Continued)
- 25 -
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Genco Logistics Limited
C/o Duncan Sheard Glass, Castle Chambers, 43 Castle Street, Liverpool, United Kingdom, L2 9TL
Imports and exports of freight by land, sea and air.
Ordinary
100.00
15
Debtors
Group
Company
2023
2023
Amounts falling due within one year:
£
£
Trade debtors
2,478,788
-
0
Amounts owed by group undertakings
-
3,039,714
Other debtors
568,412
426,084
Prepayments and accrued income
233,701
-
0
3,280,901
3,465,798

Amounts due from group undertakings are interest free and are due on demand.

16
Creditors: amounts falling due within one year
Group
Company
2023
2023
£
£
Trade creditors
1,243,525
-
0
Corporation tax payable
315,029
-
0
Other taxation and social security
23,618
-
Other creditors
17,979
9,978
Accruals and deferred income
648,557
-
0
2,248,708
9,978
17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
2023
Group
£
Accelerated capital allowances
1,557
The company has no deferred tax assets or liabilities.
MEHOLDINGCOMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
17
Deferred taxation
(Continued)
- 26 -
Group
Company
2023
2023
Movements in the Period:
£
£
Asset at 20 January 2022
-
-
Other
1,557
-
Liability at 31 March 2023
1,557
-

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated

capital allowances that are expected to mature within the same period.

18
Retirement benefit schemes
2023
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
164,312

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

19
Share capital
Group and company
2023
2023
Ordinary share capital
Number
£
Issued and fully paid
Ordinary A shares of £1 each
79
79
Ordinary B shares of £1 each
9
9
Ordinary C shares of £1 each
9
9
Ordinary D shares of £1 each
1
1
Ordinary E shares of £1 each
1
1
Ordinary F shares of £1 each
1
1
100
100

All shares rank pari passu in relation to dividends, voting rights and any payments made on winding up.

MEHOLDINGCOMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
- 27 -
20
Acquisition of a business

On 31 January 2022 the group acquired 100 percent of the issued capital of Genco Logistics Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Fixtures, fittings and computer equipment
6,226
-
6,226
Trade and other receivables
13,297,686
-
13,297,686
Cash and cash equivalents
6,310,888
-
6,310,888
Trade and other payables
(12,429,901)
-
(12,429,901)
Tax liabilities
(978,158)
-
(978,158)
Deferred tax
(1,557)
-
(1,557)
Total identifiable net assets
6,205,184
-
6,205,184
Goodwill
(4,913,184)
Total consideration
1,292,000
The consideration was satisfied by:
£
Cash
1,292,000
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
32,388,080
Profit after tax
1,202,192
21
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2023
£
£
Within one year
43,660
-
Between two and five years
50,175
-
93,835
-
22
Related party transactions

At the period end a director owed £88,593 to the group.

MEHOLDINGCOMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
- 28 -
23
Controlling party

Mr C Lythgoe is deemed to be the ultimate controlling party of the group due to his majority shareholding in Meholdingcompany Limited.

24
Cash generated from/(absorbed by) group operations
2023
£
Profit for the Period after tax
6,115,376
Adjustments for:
Taxation charged
331,010
Finance costs
116
Investment income
(26,009)
Amortisation and impairment of intangible assets
(4,913,184)
Depreciation and impairment of tangible fixed assets
6,779
Movements in working capital:
Decrease in debtors
16,842,250
Decrease in creditors
(10,496,222)
Cash generated from/(absorbed by) operations
7,860,116
25
Analysis of changes in net funds - group
20 January 2022
Cash flows
31 March 2023
£
£
£
Cash at bank and in hand
-
5,077,006
5,077,006
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