MEFLA UK LIMITED

Company Registration Number:
12277870 (England and Wales)

Unaudited statutory accounts for the year ended 31 December 2022

Period of accounts

Start date: 1 January 2022

End date: 31 December 2022

MEFLA UK LIMITED

Contents of the Financial Statements

for the Period Ended 31 December 2022

Directors report
Profit and loss
Balance sheet
Additional notes
Balance sheet notes

MEFLA UK LIMITED

Directors' report period ended 31 December 2022

The directors present their report with the financial statements of the company for the period ended 31 December 2022

Principal activities of the company

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

Additional information

Results and dividendsThe loss for the year, after taxation, amounted to £1,200,292 (2021 - loss £184,288).The directors do not recommend payment of a dividend for the year (2021 - £Nil).Qualifying third party indemnity provisionsThe company has put in place qualifying third party indemnity provisions for all of the directors of the companyand these were in force at the date of approval of this report.Going concernThe directors are confident that the company has adequate resources to continue in operation for theforeseeable future and for at least one year from the date of signing these financial statements. The businessmodel of the group in which the company is a part of is dependent on returns made by subsidiary undertaking,Medius Software Limited.The directors after making enquiries, are comfortable that the company will be able to meet its liabilities as theyfall due and have a reasonable expectation that the company has adequate resources to continue in operationalexistence for the foreseeable future. Accordingly, they continue to prepare the financial statements on a goingconcern basis.The directors of Mefla 1 AB, confirm their intention to provide financial support to Mefla UK Limited and itssubsidiaries for a period of at least 12 months from signing of the Mefla UK Limited and subsidiary companies’financial statements for the year ended 31 December 2022.Financial support shall be defined as providing such funding as necessary to support the trading operations ofthe Company and its subsidiaries, together with the repayment of any intercompany debts. Further, the directorsconfirmed that should Mefla UK Limited and subsidiaries do not generate sufficient cash flows to servicerepayment of its borrowing facilities, Mefla 1 AB will make necessary funds available in order to satisfy thescheduled repayments.Matters covered in the Strategic ReportDisclosures required under S416(4) of the Companies Act 2006 are commented upon in the strategic report asthe directors consider them to be of strategic importance to the companyDisclosure of information to auditorEach of the persons who are directors at the time when this directors' report is approved has confirmed that:- so far as the director is aware, there is no relevant audit information of which the company's auditor isunaware; and- the director has taken all the steps that ought to have been taken as a director in order to be aware of anyrelevant audit information and to establish that the company's auditor is aware of that information.AuditorThe auditor, BDO LLP , will be proposed for reappointment in accordance with section 485 of the CompaniesAct 2006.



Directors

The directors shown below have held office during the whole of the period from
1 January 2022 to 31 December 2022

Paul Ellis
Anders Fohlin
Konstantin Ludwig-Otto Graf VON BISMARCK-SCHÖNHAUSEN


The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
21 June 2023

And signed on behalf of the board by:
Name: Anders Fohlin
Status: Director

MEFLA UK LIMITED

Profit And Loss Account

for the Period Ended 31 December 2022

2022 2021


£

£
Administrative expenses: 799,272 2,134,267
Operating profit(or loss): 799,272 2,134,267
Interest receivable and similar income: 2,473,604 1,212,301
Interest payable and similar charges: ( 4,533,833 ) ( 3,371,323 )
Profit(or loss) before tax: (1,260,957) (24,755)
Tax: 60,665 ( 159,533 )
Profit(or loss) for the financial year: (1,200,292) (184,288)

MEFLA UK LIMITED

Balance sheet

As at 31 December 2022

Notes 2022 2021


£

£
Fixed assets
Investments: 3 24,929,674 24,929,674
Total fixed assets: 24,929,674 24,929,674
Current assets
Debtors: 4 31,426,037 26,462,575
Total current assets: 31,426,037 26,462,575
Creditors: amounts falling due within one year: 5 ( 1,196,093 ) ( 5,982,237 )
Net current assets (liabilities): 30,229,944 20,480,338
Total assets less current liabilities: 55,159,618 45,410,012
Creditors: amounts falling due after more than one year: 6 ( 42,725,658 ) ( 31,775,760 )
Total net assets (liabilities): 12,433,960 13,634,252
Capital and reserves
Called up share capital: 21,242,595 21,242,595
Profit and loss account: (8,808,635 ) (7,608,343 )
Total Shareholders' funds: 12,433,960 13,634,252

The notes form part of these financial statements

MEFLA UK LIMITED

Balance sheet statements

For the year ending 31 December 2022 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

This report was approved by the board of directors on 21 June 2023
and signed on behalf of the board by:

Name: Anders Fohlin
Status: Director

The notes form part of these financial statements

MEFLA UK LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2022

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Financial Reporting Standard 101

    Intangible fixed assets amortisation policy

    Financial liabilities at amortised costFinancial liabilities which are neither contingent consideration of an acquirer in a businesscombination, held for trading, nor designated as at fair value through profit or loss are subsequentlymeasured at amortised cost using the effective interest method. This is a method of calculating theamortised cost of a financial liability and of allocating interest expense over the relevant period. Theeffective interest rate is the rate that exactly discounts estimated future cash payments through theexpected life of the financial liability, or where appropriate a shorter period, to the amortised cost of afinancial liability.

    Valuation information and policy

    Interest incomeInterest income is recognised in profit or loss using the effective interest method.Finance costsFinance 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.Valuation of investmentsInvestments in subsidiaries are measured at cost less accumulated impairment.DebtorsShort 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.Financial instrumentsThe company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The company's accounting policies in respect of financial instruments transactions are explained below:Financial assets and financial liabilities are initially measured at fair value.

    Other accounting policies

    Basis of preparation of financial statementsThe financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006. The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).The presentational and functional currency of these financial statements is GBP. Values arerounded to the nearest pound.The following principal accounting policies have been applied:Financial Reporting Standard 101 - reduced disclosure exemptionsThe company has taken advantage of the following disclosure exemptions under FRS 101:- the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement;- the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of: - paragraph 79(a)(iv) of IAS 1; - paragraph 73(e) of IAS 16 Property, Plant and Equipment; - paragraph 118(e) of IAS 38 Intangible Assets; - the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D,111 and 134-136 of IAS 1 Presentation of Financial Statements;- the requirements of IAS 7 Statement of Cash Flows;- the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes inAccounting Estimates and Errors;- the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures; and- the requirements in IAS 24 Related Party Disclosures to disclose related party transactionsentered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.In addition, and in accordance with FRS 101 further disclosure exemptions have been adopted onthe basis that equivalent disclosures are included in the consolidated financial statements of Mefla 1AB.These financial statements do not include certain disclosures in respect of:- Financial Instrument disclosures as required by IFRS 7 Financial Instruments: Disclosures.The financial statements of Mefla 1 AB can be obtained from Mefla 1 AB Bolagsverket 851, 81Sundsvall, Sweden.Impact of new international reporting standards, amendments and interpretationsThe accounting policies adopted are consistent with those of the previous financial year. New standards, amendments and interpretations which came into force during the year did not have a significant impact on the financial statements.Exemption from preparing consolidated financial statementsThe company is a parent company that is also a subsidiary included in the consolidated financial statements of its immediate parent undertaking established under the law of a non-EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.Going concernThe directors are confident that the company has adequate resources to continue in operation for the foreseeable future and for at least one year from the date of signing these financial statements. The business model of the group in which the company is a part of is dependent on returns made by subsidiary undertaking, Medius Software Limited. The directors after making enquiries, are comfortable that the company will be able to meet its liabilities as they fall due and have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to prepare the financial statements on a going concern basis.The directors of Mefla 1 AB, confirm their intention to provide financial support to Mefla UK Limited and its subsidiaries for a period of at least 12 months from signing of the Mefla UK Limited and subsidiary companies’ financial statements for the year ended 31 December 2022.Financial support shall be defined as providing such funding as necessary to support the trading operations of the Company and its subsidiaries, together with the repayment of any intercompany debts. Further, the directors confirmed that should Mefla UK Limited and subsidiaries do not generate sufficient cash flows to service repayment of its borrowing facilities, Mefla 1 AB will make necessary funds available in order to satisfy the scheduled repayments.Foreign currency translationForeign currency transactions are translated into sterling at the rates ruling when they occurred. Foreign currency monetary assets and liabilities are translates at the rate ruling at the balance sheet date. Any differences are taken to the statement of comprehensive income.Offsetting financial instrumentsFinancial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is a legally enforceable right to offset the recognised amounts and there intention to settle on a net basis, or realise the asset and settle the liability simultaneouslyCreditorsCreditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.PensionsDefined contribution pension planThe company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company 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 company in independently administered funds.Current and deferred taxationThe 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 operates and generates income.Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the statement of financial position date, except that:- The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and- Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.Judgements in applying accounting policies and key sources of estimation uncertainty The company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:- Impairment of investmentsInvestments in subsidiaries are held at cost and are assessed for any indicators of impairment by the directors.

MEFLA UK LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2022

  • 2. Employees

    2022 2021
    Average number of employees during the period 2 2

MEFLA UK LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2022

3. Fixed assets investments note

Investments in subsidiary companies (£)Cost and net book value At 1 January 2022 and 31 December 2022 24,929,674Subsidiary undertakingsThe following were subsidiary undertakings of the company:Name; Principal activity; Class of shares HoldingHive Topco Limited Holding company Ordinary 100%Hive Bidco Limited * Holding company Ordinary 100%Medius Software Limited ** Software provider Ordinary 100%The registered office of all companies is Grafton House, Grafton Street, Hyde, Cheshire, United Kingdom, SK14 2AX.* Hive Bidco Limited is a subsidiary of Hive Topco Limited.** Medius Software Limited is a subsidiary undertaking of Hive Bidco Limited.

MEFLA UK LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2022

4. Debtors

2022 2021
£ £
Trade debtors 29,877,821 25,458,317
Other debtors 1,548,216 1,004,258
Total 31,426,037 26,462,575
Debtors due after more than one year: 27,922,229 25,458,317

Trade debtors only consists of group undertakings

MEFLA UK LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2022

5. Creditors: amounts falling due within one year note

2022 2021
£ £
Bank loans and overdrafts 1,171,442 2,043,566
Trade creditors 3,925,887
Taxation and social security 1,419 784
Accruals and deferred income 23,232 12,000
Total 1,196,093 5,982,237

Trade creditors only consists of group undertakings

MEFLA UK LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2022

6. Creditors: amounts falling due after more than one year note

2022 2021
£ £
Bank loans and overdrafts 42,725,658 31,775,760
Total 42,725,658 31,775,760

MEFLA UK LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2022

7. Loans to directors

During the year the company incurred costs for directors emoluments totalling £37,420 (2021 - £37,420) and contributions to defined contribution pension schemes of £6,853 (2021 - £6,853). During the year retirement benefits were accruing for 1 director (2021 - 1) in respect of defined contribution pension schemes.Other directors' remuneration is paid by fellow group undertakings which makes no recharge to Mefla UK Limited.