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Registered number: 14236520












JML HOLDCO LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

 

JML HOLDCO LTD

CONTENTS



Page
Company information
 
1
Group strategic report
 
2 - 5
Directors' report
 
6 - 8
Directors' responsibilities statement
 
9
Independent auditor's report
 
10 - 13
Consolidated profit and loss account
 
14
Consolidated statement of comprehensive income
 
15
Consolidated balance sheet
 
16
Company balance sheet
 
17
Consolidated statement of changes in equity
 
18 - 19
Company statement of changes in equity
 
20
Consolidated statement of cash flows
 
21 - 22
Notes to the financial statements
 
23 - 49


 

JML HOLDCO LTD
 
COMPANY INFORMATION


Directors
J A D Mills 
K J Daly 
L Angel 
D H Grier 
B Keogh 
S Aubrey-Cound 
S D Tebble 




Registered number
14236520



Registered office
610 Chiswick High Road

London

England

W4 5RU




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

JML HOLDCO LTD
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

Introduction
 
The directors present the strategic report and consolidated financial statements for the year ended 31 December 2022.
The company was incorporated on 15 July 2022 and through a share for share exchange, acquired the entire share capital of John Mills Limited ("JML") on 25 August 2022.
The principal activity of the company during the year was that of a holding company. The company did not trade and made neither a profit nor a loss during the year or the prior year. The principal activity of JML and its subsidiaries  during the year were that of distribution of consumer products via UK & Ireland Retail, through international partners and direct-to-consumer.
The group financial statements have been prepared using the merger accounting method and present the results of the group as if it had existed throughout the current and comparative period.

Business review
 
In 2022, group revenues were 5.76% lower compared with the previous year.  The main area of decline was international distribution with a small reduction in UK retail volumes.  Pressure on consumer incomes in developed markets globally along with relatively few new product successes have been the key factors.  Direct to consumer revenues however remained broadly level with the previous year following a substantial increase in demand due to changing consumer behaviour during the Covid pandemic.
Profit in 2022 was impacted by rising expenses as a result of inflation.  
The company’s borrowing throughout the year was relatively low with expenditure and working capital successfully managed.
The group has continued to invest in new product development, Management is confident that the organisation is well placed to increase revenues as a result of these investments.
The core model of JML has remained successful and is central to future growth. That is, developing innovative consumer products, or licensing them from third parties, and then using video to market them online, in store and on TV under the JML brand and other subsidiary brands. Many of these products are in categories that have proved to be very popular with consumers who spend more time at home due to flexible working.
The coronavirus crisis accelerated a shift online for JML in the UK and Ireland. Internationally, a strategy remains which targets revenue through developing new products with high quality promotional video content to be distributed through partners already in place in over 50 territories. UK direct to consumer revenues are much higher than pre-pandemic as consumers shop more frequently from home, facilitated by the launch of a new, re- platformed website. The business has however reduced staff numbers in ecommerce and social media departments in favour of commissioning outside agencies.  The intention is to improve digital marketing and drive sales growth online.  Expanded retail distribution is being sought and additional space in key retailers is also important for increased revenues.
Organic growth is being targeted via the core JML brand online, in retail and via international distribution partners. Incremental revenues are being planned through the launch of business units that promote new product ranges under separate distinct brands that appeal to different groups of consumers. UK rights have been secured to third-party brands that have been successful elsewhere and the company is also developing its own ranges. The intention is to add revenue whilst leveraging existing infrastructure, customer base and expertise. 

Page 2

 

JML HOLDCO LTD

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Principal risks and uncertainties
 
Global shipping costs increased dramatically in 2021 as result of the pandemic with capacity being taken out of service and Covid-19 disruption continuing in Asia. The situation has completely recovered with pricing at or below pre-pandemic levels in 2023 however there is always the risk that something similar may occur again.
JML uses a number of strategies to mitigate the impact of currency fluctuations. These include some currency hedging, adjusting selling prices, re-sourcing suppliers and changing the mix of sales to favour higher margin products. Increased international distribution can also dilute any currency exchange effects.
The loss of a major customer should be considered a risk to the business. Management is targeting a widening of the portfolio of distribution and growing the direct-to-consumer operation to ensure that no single customer is critical to the group’s health. Furthermore, JML’s largest customers are supermarkets and those with pharmacies which have continued to trade successfully.
The departure of key employees is a risk and JML has ensured an excellent track record of retaining talent and maintaining a culture which engenders high morale and staff motivation. Succession planning is a core element of strategy to ensure that senior managers could always be replaced by high calibre internal candidates.
The financial instruments used by the group arise wholly and directly from the company’s operations. These comprise trade debtors, cash at bank, bank loans, invoice discounting facilities and trade creditors.
The group has put in place the following measures in order to manage the risks arising from these financial instruments:
1. The group undertakes credit checks on all customers in the United Kingdom and has a policy for the approval of a credit limit, which is notified to the customer.  No overseas customers are allowed any credit, with the exception of those where a long trading relationship exists and where there is excellent knowledge of the business of the customer. The group regularly reviews customers' credit limits and will not, other than in exceptional circumstances, supply customers where an order results in a customer exceeding its credit limit.
2. JML’s customers are subject to a Retention of Title clause as part of the company’s trading terms.
3. The group manages its cash positions by regularly monitoring its cash flow, using cash flow forecasting and variance analysis.
4. The financial risk arising from the possible non-advance of credit by its trade creditors, either by exceeding agreed credit limits or by not paying with the specified terms, is managed by regularly monitoring the trade balance and credit limit terms from all suppliers. 

Development and performance

JML commits substantial resources to the ongoing development of new products and the production of video content with which to promote them.
Investment in IT and systems has been ongoing. Management believes that this will bring many benefits. However, infrastructure costs have reduced as the largest current projects have reached completion. 
The directors consider the group to be adequately financed for the foreseeable future through a range of facilities, the largest of which funds stock and debtors from Shawbrook Bank. 
JML is committed to employee engagement initiatives which include an ongoing programme of staff training, regular conferences, mental health and wellbeing projects, company intranet, charity and social events, company newsletters and a culture of open communication. A high-quality team is in place to take the group forward, a combination of long-standing staff and more recent recruits.
With a talented workforce and as a result of the investments made over the past few years, the directors believe that the group is poised for a period of improved profitability.

Page 3

 

JML HOLDCO LTD

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Financial key performance indicators
 
The key performance indicators used by the group include gross profit margin, which increased from 51% to 52%  Product sales income fell from £59.54m  to  £56.10m.
Management is confident that the company’s governance is exemplary with the ongoing analysis of performance indicators to ensure full awareness of business performance, including monthly reporting of key metrics to the board.
The non-financial key performance indicators include ensuring that products and service are highly rated by customers whilst constantly striving to improve quality control measures. The company also identifies customer care services as being highly significant and measures these by aiming to maintain a Net Promoter Score of over 75, a Customer Satisfaction Score of over 85% and to achieve over 95% on time delivery.  JML’s Trustpilot score is currently 4.6 (out of 5.0).
In addition, other non-financial key performance indicators include raising brand awareness and the group profile measured by both customer and supplier loyalties and other attributes such as market share and size of database.
Key performance indicators are maintained across all parts of the business to ensure management are constantly monitoring and challenging results. 

Directors' statement of compliance with duty to promote the success of the Group
 
 The board of directors consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole in decisions taken during the year ended 31 December 2022. In particular:
 
The strategy was designed to have a long-term beneficial impact on the company and to contribute to its success by delivering more sustainable earnings, continuous product and service improvements and an increasingly rewarding environment in which to work.
JML’s employees are fundamental to the delivery of the company’s strategy. The business aims to be a responsible employer in its approach to the pay and benefits employees receive. The health, safety and well-being of staff is one of the primary considerations in the way JML conducts business.
The company takes its duty to customers extremely seriously, both business clients and consumers.  Management strive to always provide the highest quality products and services and ensure any concerns or complaints are addressed quickly, efficiently and with an aim of completely satisfying the customer where possible and reasonable.
The company takes its duty to suppliers extremely seriously.  The business aims to maintain the highest reputation for being a good customer, treating suppliers in a friendly, respectful and collaborative way, paying fair prices and settling debts within agreed timeframes.
JML’s strategy has taken into account the impact of the company's operations on the community, environment and wider societal responsibilities. Several of the performance measures in the company’s strategy will deliver sustainability improvements.
The Board of Directors’ intention is to behave responsibly and ensure that management operate the business in a responsible manner, maintaining the high standards of business conduct and good governance expected for a business such as JML and in doing so, will contribute to the delivery of the company’s strategic plan. The intention is to nurture JML’s reputation, through providing an excellent experience for customers, suppliers and other stakeholders when interacting with the business.
 
Page 4

 

JML HOLDCO LTD

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022


The Board of Directors’ intention is to always treat shareholders fairly and respect their views, so they too may benefit from the successful delivery of the company’s strategic plan.


This report was approved by the board and signed on its behalf.



K J Daly
Director

Date: 30 October 2023

Page 5

 

JML HOLDCO LTD

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their report and the financial statements for the year ended 31 December 2022.

Results and dividends

The loss for the year, after taxation, amounted to £1,117,097 (2021 -profit £871,606).

An interim ordinary dividend of £301,210 (2021: £1,058,560) was paid in the year. The directors do not recommend payment of a final dividend.

Directors

The directors who served during the year were:

J A D Mills (appointed 15 July 2022)
K J Daly (appointed 15 July 2022)
L Angel (appointed 15 July 2022)
D H Grier (appointed 15 July 2022)
B Keogh (appointed 15 July 2022)
S Aubrey-Cound (appointed 15 July 2022, resigned 6 August 2023)
S D Tebble (appointed 15 July 2022)

Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.

Matters covered in the Group strategic report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

Page 6

 

JML HOLDCO LTD

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Streamlined Energy and Carbon Reporting (SECR)

As required by the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 the company's energy use and greenhouse gas (GHG) emissions are set out below.
The data relates to the 12 month period from 1 January 2022 to 31 December 2022.
Total energy consumption                                                                                     2,045,697 kWh
Emissions from combustion of gas (scope 1)                                                       402 tCO2e
Emissions from combustion of fuel for the purposes of transport (scope 1)         21 tCO2e
Emissions from business travel in rental cars or employee-owned vehicles         0 tCO2e
the company is responsible for purchasing the fuel (scope 3)                            
Emissions from purchased electricity (scope 2)                                                    43 tCO2e
Total gross emissions                                                                                            466 tCO2e
Intensity ratio                                                                                                          8.27 tCO2e/£1m Turnover

Comparison to previous financial year
The data relates to the 12 month period from 1 January 2021 to 31 December 2021.
Total energy consumption                                                                                     2,073,501 kWh
Emissions from combustion of gas (scope 1)                                                       396 tCO2e
Emissions from combustion of fuel for the purposes of transport (scope 1)         27 tCO2e
Emissions from business travel in rental cars or employee-owned vehicles         1 tCO2e
the company is responsible for purchasing the fuel (scope 3)                            
Emissions from purchased electricity (scope 2)                                                    50 tCO2e
Total gross emissions                                                                                            474 tCO2e
Intensity ratio                                                                                                          8.03 tCO2e/£1m Turnover

Methodology
This report has been compiled in line with the March 2019 BEIS 'Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance', and the EMA methodology for SECR Reporting. All measured emissions from activities which the organisation has financial control over are included as required under The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, unless otherwise stated in the exclusions statement.
The carbon figures have been calculated using the BEIS 2022 carbon conversion factors for all fuels. 

Primary energy efficiency measures implemented
No specific energy efficiency actions were undertaken in 2022.

Page 7

 

JML HOLDCO LTD

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022


Disclosure of information to auditor

Each 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 and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
This report was approved by the board and signed on its behalf.
 



K J Daly
Director

Date: 30 October 2023

Page 8

 

JML HOLDCO LTD
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors are responsible for preparing the group strategic report, the directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

Page 9

 

JML HOLDCO LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JML HOLDCO LTD
 FOR THE YEAR ENDED 31 DECEMBER 2022

Opinion


We have audited the financial statements of JML Holdco Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2022, which comprise the consolidated profit and loss account, the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2022 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the 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.


Page 10

 

JML HOLDCO LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JML HOLDCO LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

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 ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the group strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the group strategic report and the directors' report have been prepared in accordance with applicable legal requirements.


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 its environment obtained in the course of the audit, we have not identified material misstatements in the group 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:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 9, 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 Group's and 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 11

 

JML HOLDCO LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JML HOLDCO LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: 

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; 
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the retail sector;  
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; 
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and 
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. 

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and 
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. 

To address the risk of fraud through management bias and override of controls, we:  

performed analytical procedures to identify any unusual or unexpected relationships;
tested a sample of journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and 
investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:  

agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and 
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.  
 

 
Page 12

 

JML HOLDCO LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JML HOLDCO LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
 
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: 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 2006Our 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.





Russell Tenzer FCA (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

31 October 2023
Page 13

 

JML HOLDCO LTD
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2022


2022
2021
Note
£
£

  

Turnover
 4 
56,107,994
59,538,428

Cost of sales
  
(29,164,863)
(30,089,641)

Gross profit
  
26,943,131
29,448,787

Distribution costs
  
(14,771,117)
(15,531,862)

Administrative expenses
  
(13,195,447)
(13,713,575)

Other operating income
 5 
267,103
253,665

Fair value movements
  
-
59,785

Provisions for liabilities in joint venture
  
(131,000)
-

Operating (loss)/profit
 6 
(887,330)
516,800

Share of loss of joint venture
  
(15,895)
(74,932)

Expense from interest in associated undertakings
  
(7,717)
-

Total operating (loss)/profit
  
(910,942)
441,868

Profit on disposal of investments
  
-
754,795

Interest receivable and similar income
 10 
-
9,106

Interest payable and similar expenses
 11 
(321,239)
(259,372)

(Loss)/profit before tax
  
(1,232,181)
946,397

Tax on (loss)/profit
 12 
115,084
(74,791)

(Loss)/profit for the financial year
  
(1,117,097)
871,606

(Loss)/profit for the year attributable to:
  

Owners of the parent
  
(1,117,097)
871,606

  
(1,117,097)
871,606

The notes on pages 23 to 49 form part of these financial statements.

Page 14

 

JML HOLDCO LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
Note
£
£


(Loss)/profit for the financial year

  

(1,117,097)
871,606

Other comprehensive income
  


Unrealised surplus on revaluation of intangible fixed assets
 15 
800,000
-

Currency translation differences
  
27,845
93,842

Other comprehensive income for the year
  
827,845
93,842

Total comprehensive income for the year
  
(289,252)
965,448

(Loss)/profit for the year attributable to:
  


Owners of the parent Company
  
(1,117,097)
871,606

  
(1,117,097)
871,606

Total comprehensive income attributable to:
  


Owners of the parent Company
  
(289,252)
965,448

  
(289,252)
965,448

The notes on pages 23 to 49 form part of these financial statements.

Page 15


 
REGISTERED NUMBER:14236520
JML HOLDCO LTD

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Intangible assets
 15 
789,333
262,402

Tangible assets
 16 
708,760
845,934

Fixed Asset Investments
 17 
74,316
98,438

  
1,572,409
1,206,774

Current assets
  

Stocks
 18 
6,168,127
9,453,072

Debtors
 19 
15,966,668
13,635,277

Cash at bank and in hand
 20 
947,529
175,683

  
23,082,324
23,264,032

Creditors: amounts falling due within one year
 21 
(12,565,114)
(11,856,672)

Net current assets
  
 
 
10,517,210
 
 
11,407,360

Total assets less current liabilities
  
12,089,619
12,614,134

Creditors: amounts falling due after more than one year
 22 
(117,606)
(182,659)

Provisions for liabilities
  

Provisions for liabilities in joint venture
 27 
(131,000)
-

  
 
 
(131,000)
 
 
-

Net assets
  
11,841,013
12,431,475


Capital and reserves
  

Called up share capital 
 28 
12,500,000
12,500,000

Revaluation reserve
 29 
800,000
-

Foreign exchange reserve
 29 
(290,211)
(318,056)

Merger reserve
 29 
(11,996,700)
(11,996,700)

Profit and loss account
 29 
10,827,924
12,246,231

Equity attributable to owners of the parent Company
  
11,841,013
12,431,475


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


K J Daly
Director

Date: 30 October 2023

The notes on pages 23 to 49 form part of these financial statements.

Page 16


 
REGISTERED NUMBER:14236520
JML HOLDCO LTD

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
Note
£

Fixed assets
  

Investments
 17 
12,500,000

  

  

  

Net assets
  
12,500,000


Capital and reserves
  

Called up share capital 
 28 
12,500,000


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


K J Daly
Director

Date: 30 October 2023

The notes on pages 23 to 49 form part of these financial statements.

Page 17


JML HOLDCO LTD


 
  
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022



Called up share capital
Revaluation reserve
Foreign exchange reserve
Merger reserve
Profit and loss account
Total equity


£
£
£
£
£
£


At 1 January 2022
12,500,000
-
(318,056)
(11,996,700)
12,246,231
12,431,475



Comprehensive income for the year


Loss for the year

-
-
-
-
(1,117,097)
(1,117,097)


Surplus on revaluation of other fixed assets
-
800,000
-
-
-
800,000


Other movement Foreign currency translation differences
-
-
27,845
-
-
27,845

Total comprehensive income for the year
-
800,000
27,845
-
(1,117,097)
(289,252)



Contributions by and distributions to owners


Dividends: Equity capital
-
-
-
-
(301,210)
(301,210)



Total transactions with owners
-
-
-
-
(301,210)
(301,210)



At 31 December 2022
12,500,000
800,000
(290,211)
(11,996,700)
10,827,924
11,841,013



The notes on pages 23 to 49 form part of these financial statements.

Page 18


JML HOLDCO LTD


 
  
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021



Called up share capital
Foreign exchange reserve
Merger reserve
Profit and loss account
Total equity


£
£
£
£
£


At 1 January 2021
12,500,000
(411,898)
(11,996,700)
12,951,263
13,042,665



Comprehensive income for the year


Profit for the year

-
-
-
871,606
871,606


Foreign currency translation differences
-
93,842
-
-
93,842



Contributions by and distributions to owners


Dividends: Equity capital
-
-
-
(1,058,560)
(1,058,560)


Purchase of own shares
-
-
-
(518,078)
(518,078)



At 31 December 2021
12,500,000
(318,056)
(11,996,700)
12,246,231
12,431,475



The notes on pages 23 to 49 form part of these financial statements.

Page 19


JML HOLDCO LTD


 
  
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022



Called up share capital
Total equity


£
£

At 1 January 2021
-
-





Contributions by and distributions to owners


Shares issued during the year
12,500,000
12,500,000



At 31 December 2022
12,500,000
12,500,000



The notes on pages 23 to 49 form part of these financial statements.

Page 20

 

JML HOLDCO LTD

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(1,117,097)
871,606

Adjustments for:

Amortisation of intangible assets
273,069
371,357

Depreciation of tangible assets
470,936
521,843

Loss on disposal of tangible assets
(70,886)
(17,310)

Interest paid
321,239
250,392

Interest received
-
(126)

Taxation charge
(115,084)
74,791

Decrease/(increase) in stocks
3,284,945
(2,204,742)

(Increase)/decrease in debtors
(2,296,888)
3,675,979

Decrease in amounts owed by joint ventures
80,561
-

(Decrease) in creditors
(1,461,875)
(1,606,823)

Increase in provisions
131,000
-

Share of operating profit in joint ventures
15,895
71,075

Share of operating profit in associates
7,717
-

Corporation tax (paid)
(115,084)
(491,347)

Profit/loss on disposal of unlisted investments
-
(754,795)

New finance leases
-
291,659

Net cash generated from operating activities

(591,552)
1,053,559


Cash flows from investing activities

Purchase of tangible fixed assets
(349,911)
(381,238)

Sale of tangible fixed assets
87,035
17,772

Purchase of fixed asset investments
-
(7,717)

Sale of fixed asset investments
-
754,795

Interest received
-
126

HP interest paid
(20,458)
-

Net cash from investing activities

(283,334)
383,738

Cash flows from financing activities

Issue of ordinary shares
-
430

Purchase of ordinary shares
-
(518,078)

Repayment of directors loans
(13,902)
-

Repayment of other loans
-
(1,593,563)

Repayment of finance leases
(95,208)
(264,241)

Dividends paid
(301,210)
(1,058,560)

Interest paid
(300,781)
(250,392)

Net cash used in financing activities
(711,101)
(3,684,404)
Page 21

 

JML HOLDCO LTD

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022


2022
2021

£
£


Net (decrease) in cash and cash equivalents
(1,585,987)
(2,247,107)

Cash and cash equivalents at beginning of year
(5,038,855)
(2,888,737)

Foreign exchange gains and losses
-
96,989

Cash and cash equivalents at the end of year
(6,624,842)
(5,038,855)


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
947,529
175,683

Bank overdrafts
(7,572,371)
(5,214,538)

(6,624,842)
(5,038,855)


The notes on pages 23 to 49 form part of these financial statements.

Page 22

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

JML Holdco Ltd and its group distributes consumer products via international partners, direct-to-consumer, online and through television home shopping.
The company is a private company limited by shares and incorporated in England and Wales. The address of its registered office and principal place of business is 610 Chiswick High Road, London, W4 5RU.
The group consists of JML Holdco  Ltd and all of its subsidiaries.
The financial statements are presented in Sterling (£).

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 profit and loss account in these financial statements.

The company has taken advantage of the following disclosure exemptions in preparing these consolidated financial statements:
 
Section 3 Financial Statement Presentation paragraph 3.17(d) (inclusion of statement of cash flows);
Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c) (disclosures relating to financial instruments);
Section 26 Share based payments (disclosure of share based payments);
Section 33 Related Party Disclosures paragraph 33.7 (disclosure of key management personnel compensation).

The following principal accounting policies have been applied:

Page 23

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The group financial statements have been prepared using the merger accounting method and present the results and financial position of the group as if it had existed throughout the current and comparative period.

Merger accounting gives rise to a merger reserve in the consolidated statement of financial position being the difference between the nominal value of the shares held by the combined entity, and the shares at nominal value held by the parent company. 
Under the merger method, the results and cash flows of the combining entities were brought into the accounts of the combined entity from the beginning of the financial year in which the combination occurred and the comparative information includes the amounts for all of the combining entities for that period, in each case adjusted so as to achieve uniformity of accounting policies. The assets and liabilities of the combining entities are not restated to fair values and no goodwill arises. 
In the company's own 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 consolidated financial statements incorporate those of JML Holdco Limited and its subsidiaries (i.e., entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). All the financial statements are made up to 31 December 2022. All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. 

 
2.3

Going concern

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Page 24

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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 profit and loss account 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.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 25

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

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.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives of 3 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

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.

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.11

Pensions

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 balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 26

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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 balance sheet date.

 
2.13

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the revaluation model, intangible assets shall be carried at a revalued amount, being their 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 balance sheet date.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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 estimated useful lives range as follows:

Television broadcast licences
-
straight line over 12.5 years
Computer software
-
straight line at 33.3%

Page 27

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.14

Tangible fixed assets

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.

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:

Motor vehicles
-
25 % straight line
Fixtures and fittings
-
20%, 25%  and 33.3% straight line
Computer equipment
-
33.3% straight line
Video units and studio equipment
-
25% straight line

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.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the consolidated profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.16

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The consolidated profit and loss account includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the consolidated balance sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

Page 28

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.17

Stocks

Stocks represent homeware and household goods for resale and are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Finished goods include labour and attributable overheads.

At each balance sheet 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.

 
2.18

Cash and cash equivalents

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.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

  
2.19

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.


2.20

Financial instruments

The Group has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the Group becomes party to the contractual provisions of the instrument. 

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. 
 
The Group’s policies for its major classes of financial assets and financial liabilities are set out below. 

Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Page 29

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)





Financial instruments (continued)

Financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans and loans from fellow group companies, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

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

Derivative contracts 
Derivatives contracts, including foreign exchange forward contracts, are not basic financial instruments. 
Derivatives contracts 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 interest payable and similar expenses or interest receivable and similar income as appropriate. 
 
Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Group would receive for the asset if it were to be sold at the reporting date. 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

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.

Page 30

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)





Financial instruments (continued)

Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

 
2.21

Provisions for liabilities

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 profit or loss 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.

 
2.22

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 31

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

3.


Judgements in applying accounting policies 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 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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Impairment of trade debtors
The group reviews trade debtor balances for impairment and this is performed on a regular basis. Those balances which are considered to be recoverable remain in debtors and those which are not, are impaired and the impairment loss is recorded in the profit and loss. In making this judgement, the company evaluates, among other factors, the duration and the financial health of and short-term business outlook for the trade debtors, including factors such as industry and sector performance. The accounting policy of trade debtors is described in note 2.19. At the year end the carrying amount of trade debtors is stated in note 19.
Stock
Stock is valued at the lower cost and net realisable value. Net realisable value includes, where necessary, provisions for slow moving and obsolete stocks. Calculation of these provisions requires judgements to be made, which include forecast consumer demand, the promotional, competitive and economic environment and inventory loss trends. The accounting policy of stocks is described in note 2.17. At the year end the carrying amount of stocks is stated in note 18.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Useful life of intangible fixed assets
Intangible assets are amortised over their useful life taking into account, where appropriate, residual values. Assessment of useful lives and residual values are performed annually, taking into account factors such as technological innovation, market information and management considerations. In assessing the residual values, the remaining life of the asset, its projected disposal value and future market conditions are taken into account. The accounting policy of intangible fixed assets is described in note 2.13. The carrying amount of the group’s intangible fixed assets in the balance sheet is disclosed in note 15 of the financial statements.
Useful lives of tangible fixed assets
The cost of tangible fixed assets is depreciated over its estimated useful economic life. Management estimates the useful lives of these tangible assets to vary. Changes in the expected level of usage and technological developments could impact on the useful economic lives and the residual values of these assets; therefore, future depreciation charges could be revised. The accounting policy of tangible fixed assets is described in note 2.14. The carrying amount of the group’s tangible fixed assets in the balance sheet is disclosed in note 16 of the financial statements.
Volume and price markdown rebates given to customers
Rebates are given to customers, in accordance with customer contracts, when cumulative turnover exceeds a predefined level or if the customer sells on goods at a marked down price. Provision is made for these "retro-rebates" at the year-end. The provision is based on past rebates given and is necessarily an estimate.

Page 32

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

4.


Turnover

ole49ac.png
 


5.


Other operating income

2022
2021
£
£

Other operating income
195,158
179,365

Royalty receivable
71,945
74,300

267,103
253,665


Page 33

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

6.


Operating (loss)/profit

The operating (loss)/profit is stated after charging/(crediting):

2022
2021
£
£

Research & development charged as an expense
50,598
37,043

Exchange differences
(347,069)
298,254

Other operating lease rentals
508,925
533,889

Depreciation of owned tangible fixed assets
273,167
375,101

Depreciation of tangible fixed assets held under finance leases
197,769
146,742

Profit on disposal of tangible fixed assets
(70,886)
17,310

Amortisation of intangible assets
373,069
371,357

Costs of stocks recognised as an expense
29,164,864
30,089,641

Amortisation of intangible assets is included in administrative expenses.


7.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor and its associates:


2022
2021
£
£

Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements
6,000
6,000

Fees payable to the Company's auditor and its associates in respect of:

The auditing of accounts of the Company's subsidiaries
70,000
70,000

All non-audit services not included above
54,122
-

Page 34

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£


Wages and salaries
7,363,086
7,133,650
-
-

Social security costs
764,923
741,991
-
-

Cost of defined contribution scheme
803,745
890,332
-
-

8,931,754
8,765,973
-
-


The average monthly number of employees, including the directors, during the year was as follows:


        2022
        2021
            No.
            No.







Management
5
5



Sales
102
105



Warehouse
23
23



Administration
78
93

208
226


9.


Directors' remuneration

2022
2021
£
£

Directors salaries
742,212
640,937

Group contributions to defined contribution pension schemes
77,639
119,021

819,851
759,958


During the year retirement benefits were accruing to 3 directors (2021 -3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £271,500 (2021 -£242,874).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £21,617 (2021 -£34,164).


10.


Interest receivable

2022
2021
£
£


Other interest receivable
-
9,106

Page 35

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

11.


Interest payable and similar expenses

2022
2021
£
£


Bank interest payable
299,489
220,662

Other loan interest payable
1,264
28,721

Finance leases and hire purchase contracts
20,458
9,989

Other interest payable
28
-

321,239
259,372


12.


Taxation


2022
2021
£
£

Corporation tax


Current tax on profits for the year
(115,084)
115,084

Adjustments in respect of previous periods
-
(40,293)


(115,084)
74,791


Total current tax
(115,084)
74,791

Deferred tax

Total deferred tax
-
-


Tax on (loss)/profit
(115,084)
74,791
Page 36

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is the same as (2021 -the same as) the standard rate of corporation tax in the UK of 19%% (2021 -19%) as set out below:

2022
2021
£
£


(Loss)/profit on ordinary activities before tax
(1,232,181)
946,397


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19   %)
(207,730)
179,815

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
45,635
1,935

Capital allowances for year in excess of depreciation
(1,971)
(4,715)

Utilisation of tax losses
177,534
-

Profit on disposal of fixed assets
(13,468)
3,288

Adjustments to tax charge in respect of prior periods
(115,084)
(40,293)

Other differences leading to an increase (decrease) in the tax charge
-
(65,239)

Total tax charge for the year
(115,084)
74,791


Factors that may affect future tax charges

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% for companies with profits of over £250,000. A small profits rate will also be introduced for companies with profits of £50,000 or less so that they will continue to pay corporation tax at 19%. From this date companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate. This new law was substantively enacted on 24 May 2021. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements. 


13.


Dividends

2022
2021
£
£


Dividends payable
301,210
1,058,560


14.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The profit after tax of the parent Company for the year was £Nil.

Page 37

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

15.


Intangible assets

Group and Company





Television broadcast licences
Computer software
Total

£
£
£



Cost or valuation


At 1 January 2022
2,257,037
585,613
2,842,650


Revaluation surplus
800,000
-
800,000



At 31 December 2022

3,057,037
585,613
3,642,650



Amortisation


At 1 January 2022
2,181,811
398,437
2,580,248


Charge for the year on owned assets
85,893
187,176
273,069



At 31 December 2022

2,267,704
585,613
2,853,317



Net book value



At 31 December 2022
789,333
-
789,333



At 31 December 2021
75,226
187,176
262,402

Software with a carrying value of £nil (2021: £187,176) is amortised on a 33.3% straight line basis. The asset was previously under development and became available for use in December 2019. Accordingly, amortisation was charged from this point.
The television licences were revalued by a third party in the year. 



Page 38

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

16.


Tangible fixed assets

Group






Video units and studio equipment
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£



Cost 


At 1 January 2022
769,635
1,822,752
560,769
1,815,920
4,969,076


Additions
59,913
182,958
83,791
23,249
349,911


Disposals
(149,900)
(288,082)
(199,782)
(232,853)
(870,617)



At 31 December 2022

679,648
1,717,628
444,778
1,606,316
4,448,370



Depreciation


At 1 January 2022
590,216
1,431,707
439,783
1,661,436
4,123,142


Charge for the year on owned assets
81,082
-
72,863
119,222
273,167


Charge for the year on financed assets
-
197,769
-
-
197,769


Disposals
(149,900)
(272,171)
(199,782)
(232,615)
(854,468)



At 31 December 2022

521,398
1,357,305
312,864
1,548,043
3,739,610



Net book value



At 31 December 2022
158,250
360,323
131,914
58,273
708,760



At 31 December 2021
179,419
391,045
120,986
154,484
845,934

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2022
2021
£
£



Motor vehicles
360,323
381,954

Page 39

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

17.


Fixed asset investments

Group





Investments in associates
Unlisted investments
Investment in joint ventures
Total

£
£
£
£



Cost 


At 1 January 2022
7,717
74,826
15,895
98,438


Disposals
-
(510)
-
(510)


Share of profit/(loss)
(7,717)
-
(15,895)
(23,612)



At 31 December 2022
-
74,316
-
74,316




Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2022
12,500,000



At 31 December 2022
12,500,000




Page 40

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

John Mills Limited
610 Chiswick Green LondonW4 5RU
Retail distribution of consumer products
Ordinary
100%
JML GmbH
Congruentia Knapp GbR Steuerberater Rheinstraße 3 63225 Langen Germany
Sale of consumer products through TV and catalogue
Ordinary
100%
JML Central Europe GmbH
Congruentia Knapp GbR Steuerberater Rheinstraße 3 63225 Langen Germany
Dormant
Ordinary
100%
JML Media Limited
610 Chiswick Green LondonW4 5RU
Rental of TV Licences
Ordinary
100%
JML Direct Limited
610 Chiswick High Road Chiswick Green, London W4 5RU
Dormant
Ordinary
100%
JML Hong Kong Limited
Three Exchange Square
8 Connaught Place
Central
Hong Kong
Dormant
Ordinary
100%
JML USA Inc
18000 Studebaker Rd  Suite 700                   Cerritos                            CA 90 703
Dormant
Ordinary
100%
JML America LLC
18000 Studebaker Rd  Suite 700                   Cerritos                            CA 90 703
Dormant
Ordinary
100%
John Angus Mills Ireland Limited
Unit 3 Orion Business Campus,              Northwest Business Park, Blanchardstown Dublin 15
Dormant
Ordinary
100%

Page 41

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

Associates


The following was an associate of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Allied Brands International GmbH
Schneiderstraße 1a,
2620 Neunkirchen,
 Austria
Development and marketing of products for retail
Ordinary
25%

Joint ventures
The following were joint ventures of the Company:
 
ole504c.png


18.


Stocks

Group
Group
2022
2021
£
£

Goods for resale
6,168,127
9,453,072


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 42

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

19.


Debtors

Group
Group
2022
2021
£
£

Due after more than one year

Prepayments and accrued income
343,657
320,962

Deferred tax asset
35,388
35,388

379,045
356,350

Due within one year

Trade debtors
11,911,212
9,124,838

Amounts owed by joint ventures and associated undertakings
303,449
384,010

Other debtors
2,069,695
2,848,463

Prepayments and accrued income
1,188,183
921,616

Tax recoverable
115,084
-

15,966,668
13,635,277



20.


Cash and cash equivalents

Group
Group
2022
2021
£
£

Cash at bank and in hand
947,529
175,683

Less: bank overdrafts
(7,572,371)
(5,214,538)

(6,624,842)
(5,038,855)


Page 43

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

21.


Creditors: Amounts falling due within one year

Group
Group
2022
2021
£
£

Bank overdrafts
7,572,371
5,214,538

Trade creditors
2,254,118
4,156,678

Corporation tax
-
115,657

Other taxation and social security
1,625,378
921,843

Obligations under finance lease and hire purchase contracts
146,303
190,360

Other creditors
298,695
287,353

Accruals and deferred income
668,249
970,243

12,565,114
11,856,672


The bank overdrafts represent an asset-based lending facility provided by the company's bankers and are secured by way of a fixed and floating charge over all group assets and by way of a cross guarantee to which JML Media Limited and JML Direct Limited are party. 


22.


Creditors: Amounts falling due after more than one year

Group
Group
2022
2021
£
£

Other loans
2,300
16,202

Net obligations under finance leases and hire purchase contracts
115,306
166,457

117,606
182,659





23.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2022
2021
£
£


Amounts falling due 1-2 years

Other loans
2,300
16,202



Page 44

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

24.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2022
2021
£
£

Within one year
146,303
190,360

Between 1-5 years
115,306
166,457

261,609
356,817


25.


Financial instruments

Group
Group
2022
2021
£
£

Financial assets

Financial assets measured at amortised cost
15,231,885
12,532,992


Financial liabilities

Financial liabilities at amortised costs
10,127,484
9,674,771

Other financial liabilities measured at fair value through profit or loss
261,609
356,817

10,389,093
10,031,588


Financial assets measured at amortised cost comprise cash at bank, trade debtors, loans and other debtors.


Financial liabilities at amortised cost comprise overdrafts, trade creditors, loans and other creditors.


Other financial liabilities measured at fair value through profit and loss comprise net obligations under finance leases.

Page 45

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

26.


Deferred taxation


Group



2022


£






At beginning of year
35,388



At end of year
35,388

Group
Group
2022
2021
£
£

Accelerated capital allowances
35,388
35,388


27.


Provisions


Group



Provisions for losses in
 joint venture

£





Arising on business combinations
131,000



At 31 December 2022
131,000

Page 46

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

28.


Share capital

Group
2022
Group
2021
£
£
Allotted, called up and fully paid



8,869,424 (2021 -8,869,424) Ordinary shares of £1.00 each
8,869,424
8,869,424
2,399,177 (2021 -2,399,177) A shares of £1.00 each
2,399,177
2,399,177
348,896 (2021 -348,896) B shares of £1.00 each
348,896
348,896
882,503 (2021 -882,503) C shares of £1.00 each
882,503
882,503

12,500,000

12,500,000

Company
On incorporation on 15 July 2022 the company issued 1 ordinary share at a par value of £1 to establish the capital structure of the company.
On 25 August 2022 the company issued a further 8,869,423 ordinary shares, 2,399,177 A shares, 348,896 B shares and 882,503 C shares at a par value of £1 to facilitate a share for share exchange with the shareholders of John Mills Limited.
All the share classes carry the right to one vote and to participate in the profits of the company distributed by dividends or otherwise. The ordinary shares take priority in the participation in any profits or surplus on a winding up.   



29.


Reserves

Revaluation reserve

The revaluation reserve relates to the revaluation of the group's TV licences. The reserve is not distributable.

Foreign exchange reserve

The foreign exchange reserve is a non-distributable reserve arising on the translation of foreign subsidiary balances during consolidation.

Merger Reserve

The merger reserve relates to the difference between the cost of the company's investments and the nominal value of the share capital acquired.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

Page 47

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
30.


Analysis of net debt




At 1 January 2022
Cash flows
At 31 December 2022
£

£

£

Cash at bank and in hand

175,683

771,846

947,529

Bank overdrafts

(5,214,538)

(2,357,833)

(7,572,371)

Debt due after 1 year

(16,202)

13,902

(2,300)

Finance leases

(356,817)

95,208

(261,609)


(5,411,874)
(1,476,877)
(6,888,751)


31.


Commitments under operating leases

At 31 December 2022 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2022
2021
£
£

Not later than 1 year
599,916
554,348

Later than 1 year and not later than 5 years
2,033,441
2,217,393

Later than 5 years
-
3,905,667

2,633,357
6,677,408

32.


Related party transactions

The company has taken advantage of the exemption available in FRS102 Section 33.1A "Related party disclosures" whereby it has not disclosed transactions with any wholly owned subsidiary undertaking.
The amount due to a director and shareholder of the group, at the year end was £2,300 (2021: £16,202). The loan is secured and interest of £1,264 (2021: £28,721), charged at a market rate, was payable on this loan for the year. The loan is not due for repayment within 1 year.
At the year end, the group was owed £303,449 (2021: £384,010) by companies in which John Mills Limited has a joint venture. The loans are provided interest free, unsecured and are repayable on demand.
At the year end, the group owed £nil (2021: £58,498) to companies in which John Mills Limited has a non-controlling interest. The loans are provided interest free and is unsecured. There are no formal terms and conditions regarding repayment of the loan.
At the year end, the group owed £nil (2021: £81,939) to an associate company. The loans are provided interest free, unsecured and are repayable on demand.

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JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

33.


Controlling party

The company and group is controlled by J A D Mills, a director of the company, by virtue of his shareholding.

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