Company registration number 08850452 (England and Wales)
MORALIS GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
LB GROUP
Swift House
Ground Floor
18 Hoffmanns Way
Chelmsford
Essex
UK
CM1 1GU
MORALIS GROUP LIMITED
COMPANY INFORMATION
Directors
Mr G M Hobson
Mr G D Thompson
Mr D W Thompson
Mr S Motala
Company number
08850452
Registered office
Swift House
Ground Floor
18 Hoffmanns Way
Chelmsford
Essex
UK
CM1 1GU
Auditor
LB Group Limited (Chelmsford)
Swift House
Ground Floor
18 Hoffmanns Way
Chelmsford
Essex
UK
CM1 1GU
MORALIS GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' responsibilities statement
3
Directors' report
4 - 6
Independent auditor's report
7 - 10
Group profit and loss account
10 - 11
Group statement of comprehensive income
12
Group balance sheet
13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Company statement of cash flows
18
Notes to the financial statements
19 - 42
MORALIS GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 1 -
The directors present the strategic report for the year ended 28 February 2023.
Principle activities
The principle activity of the company continued to be that of a holding company, whilst those of the group continued to comprise the following: real estate, storage facilities, waste management, forwarding agents, haulage logistics and investment activities.
S172 Statement
During the period, the Directors have acted to promote the success of the Company for the benefit of its members.
Throughout the period, while discharging their duties section 172(1) requires a Director to have regard to, among other matters, the;
■ Likely long-term consequences
■ Interests of the Company’s employees
■ Business relationships with suppliers and customers
■ Impact on the community and environment
■ Reputation for high standards of business conduct
■ Acting fairly between members of the company
The nature of our Group encompasses various industries and entails constant communication with industry leaders, government, suppliers, customers, employees and communities.
To enable the continued success of the Moralis Group the Directors value the points shown above as imperative for future growth of our businesses and as such will continue to strive to reach the highest standards in each sector.
This can only be achieved by constantly evolving and adapting to the requirements of all stakeholders focusing on the environment and the ways in which we as a company can contribute to making the world a better place.
Fair review of the business
The directors aim to provide a balanced and comprehensive review of the development and performance of the business during the period and its position at the period end. The review is consistent with the size and non-complex nature of the business and is written in the context of the risks and uncertainties faced.
Business Review
The directors consider that the key performance indicators are those that communicate the financial performance and strength of the company as a whole, these being turnover, operating profit and profit on ordinary activities before taxation. The figures are disclosed below:
Turnover £50,945,189 (2022: £58,779,918) 13.3% decrease from prior year
Operating profit £937,566 (2022: £4,719,219) 80.1% decrease from prior year
Profit before taxation £12,921,505 (2022: £18,739,957) 31.0% decrease from prior year
The directors are satisfied with the group’s financial position at the period end and are pleased that the group achieved a profit for the period on its trading activities.
The group’s capital and reserves have increased by £10,625,109 to £77,007,396.
MORALIS GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 2 -
Risk and Uncertainties
As for many businesses of this size, the business environment in which the group operates continues to be challenging. The group faces competition in its markets, and is of course subject to consumer and commercial spending patterns and the overall level of disposable income within the economy.
In addition to the above the impact of Covid-19 and Brexit are a risk to the group. The directors are continuously monitoring the situation and positioning the business so that it can continue to thrive in the future.
Mr D W Thompson
Director
1 November 2023
MORALIS GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 3 -
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements 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 ;
prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
MORALIS GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 4 -
The directors present their annual report and financial statements for the year ended 28 February 2023.
Principal activities
The principal activity of the company continued to be that of a holding company, whilst those of the group continued to comprise the following: real estate, storage facilities, waste management, forwarding agents, haulage logistics and investment activities
Results and dividends
The results for the year are set out on pages 11 - 12
Ordinary dividends were paid amounting to £30,000. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr G M Hobson
Mr G D Thompson
Mr D W Thompson
Mr S Motala
Financial instruments
The group operates a treasury function which is responsible for managing the liquidity, interest and foreign currency risks associated with the group’s activities.
The group’s principal financial instruments include derivative financial instruments, the purpose of which is to manage currency risks and interest rate risks arising from the group’s activities, and bank overdrafts, loans and corporate bonds, the main purpose of which is to raise finance for the group’s operations. In addition, the group has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from its operations. Derivative transactions which the group enters into principally comprise forward exchange contracts. In accordance with group’s treasury policy, derivative instruments are not entered into for speculative purposes.
The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.
The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans. The group uses interest rate derivatives to manage the mix of fixed and variable rate debt so as to reduce its exposure to changes in interest rates.
The group’s principal foreign currency exposures arise from trading with overseas companies. Group policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling. This hedging activity involves the use of foreign exchange forward contracts.
Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.
All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.
MORALIS GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 5 -
Disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Employee involvement
The group's policy is to consult and discuss with employees, through staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
Future developments
After the reporting date, they group disposed of a subsidiary undertaking for net proceeds of £18,034,803 after the settlement of intercompany debt. As is customary with transactions of this nature, certain warranties were provided to the purchaser by Moralis Group Limited.
Auditor
In accordance with the company's articles, a resolution proposing that LB Group Limited (Chelmsford) be reappointed as auditor of the group will be put at a General Meeting.
Energy and carbon report
This section has been prepared in compliance with the SECR Framework as implemented in the Companies (Director's Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.
The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting
2023
2022
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
36,485,825
40,084,252
Emissions of CO2 equivalent
Metric tonnes
Metric tonnes
Metric tonnes
Metric tonnes
Gas combustion (Scope 1)
40
44
Fuel consumed for owned transport (Scope 1)
8,670
9,471
8,710
9,515
Electricity purchased (Scope 2)
147
198
Total gross emissions
8,857
9,713
Intensity ratio
Tonnes of CO2 per £m of revenue
239
289
Given the group operate in the haulage and waste industry, scope 3 emissions are considered to be immaterial to the users of the financial sttaements,
MORALIS GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 6 -
Measures taken to improve energy efficiency
The company has implemented the policies below for the purpose of increasing the businesses energy efficiency in the current reported financial period:
• Improved video conferencing availability and encouragement of its use;
• Reduced emissions & travel costs by reducing non-essential face to face meetings with customers & suppliers;
• Continuous renewal of its motor vehicle fleet to ensure they are using the most efficient combustion engines.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company and Group is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company and Group is aware of that information.
On behalf of the board
Mr D W Thompson
Director
1 November 2023
MORALIS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MORALIS GROUP LIMITED
- 7 -
Opinion
We have audited the financial statements of Moralis Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 28 February 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 28 February 2023 and of the group's profit 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
MORALIS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MORALIS GROUP LIMITED
- 8 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
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, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, incorporated the following:
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 a group in the waste, logistics and property sectors;
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, money laundering, employment, 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;
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.
MORALIS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MORALIS GROUP LIMITED
- 9 -
To address the risk of fraud through management bias and override of controls, our work included:
Performance of analytical procedures to identify any unusual or unexpected relationships;
Testing journal entries to identify unusual transactions. Investigated the rationale behind significant or unusual transactions; and
Observation and identification of internal controls in place, specifically around payroll and bank 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 evidence;
Enquiring of management as to actual and potential litigation and claims; and
Reviewing correspondence with HMRC and reviewing for evidence of correspondence with legal advisors.
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.
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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Michael Warman (Senior Statutory Auditor)
For and on behalf of LB Group Limited (Chelmsford)
1 November 2023
Chartered Accountants
Statutory Auditor
Swift House
Ground Floor
18 Hoffmanns Way
Chelmsford
Essex
UK
CM1 1GU
MORALIS GROUP LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 10 -
Year
Period
ended
ended
Continuing
Discontinued
28 February
Continuing
Discontinued
28 February
operations
operations
2023
operations
operations
2022
as restated
Notes
£
£
£
£
£
£
Turnover
4
50,234,727
710,462
50,945,189
52,188,594
6,591,324
58,779,918
Cost of sales
(39,289,948)
(763,468)
(40,053,416)
(42,930,886)
(4,557,820)
(47,488,706)
Gross profit
10,944,779
(53,006)
10,891,773
9,257,708
2,033,504
11,291,212
Administrative expenses
(10,112,740)
-
(10,112,740)
(5,713,858)
(914,109)
(6,627,967)
Other operating income
403,078
-
403,078
55,974
-
55,974
Exceptional item
3
(244,545)
-
(244,545)
-
-
-
Operating profit
5
990,572
(53,006)
937,566
3,599,824
1,119,395
4,719,219
Interest receivable and similar income
8
272,491
-
272,491
6,296
-
6,296
Interest payable and similar expenses
10
(1,081,398)
(255)
(1,081,653)
(806,048)
(80)
(806,128)
Net gains/(loss) through fair value adjustments
11
12,793,101
-
12,793,101
14,820,570
-
14,820,570
Profit before taxation
12,974,766
(53,261)
12,921,505
17,620,642
1,119,315
18,739,957
Tax on profit
12
(2,285,896)
19,500
(2,266,396)
(3,281,344)
(211,474)
(3,492,818)
Profit for the financial year
10,688,870
(33,761)
10,655,109
14,339,298
907,841
15,247,139
MORALIS GROUP LIMITED
GROUP PROFIT AND LOSS ACCOUNT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
Year
Period
ended
ended
Continuing
Discontinued
28 February
Continuing
Discontinued
28 February
operations
operations
2023
operations
operations
2022
as restated
Notes
£
£
£
£
£
£
- 11 -
Profit for the financial year is attributable to:
- Owners of the parent company
10,779,789
15,123,048
- Non-controlling interests
(124,680)
124,091
10,655,109
15,247,139
MORALIS GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 12 -
Year
Period
ended
ended
28 February
28 February
2023
2022
as restated
£
£
Profit for the year
10,655,109
15,247,139
Other comprehensive income
-
-
Total comprehensive income for the year
10,655,109
15,247,139
Total comprehensive income for the year is attributable to:
- Owners of the parent company
10,779,789
15,123,048
- Non-controlling interests
(124,680)
124,091
10,655,109
15,247,139
MORALIS GROUP LIMITED
GROUP BALANCE SHEET
AS AT
28 FEBRUARY 2023
28 February 2023
- 13 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
14
136,460
159,237
Tangible assets
15
29,237,009
40,594,080
Investment properties
16
38,926,449
43,606,384
Investments
17
3,187,517
356,444
71,487,435
84,716,145
Current assets
Stocks
18
2,672,959
2,080,596
Debtors
19
19,086,813
12,148,225
Cash at bank and in hand
15,311,087
7,634,317
37,070,859
21,863,138
Creditors: amounts falling due within one year
20
(13,732,830)
(19,705,154)
Net current assets
23,338,029
2,157,984
Total assets less current liabilities
94,825,464
86,874,129
Creditors: amounts falling due after more than one year
21
(16,897,022)
(15,001,315)
Provisions for liabilities
24
(921,046)
(5,490,527)
Net assets
77,007,396
66,382,287
Capital and reserves
Called up share capital
28
77,361
77,361
Share premium account
26
60,940
60,940
Capital redemption reserve
27
9,075
9,075
Other reserves
29
(3,633,361)
(3,633,361)
Profit and loss reserves
80,494,077
69,744,288
Equity attributable to owners of the parent company
77,008,092
66,258,303
Non-controlling interests
(696)
123,984
77,007,396
66,382,287
The financial statements were approved by the board of directors and authorised for issue on 1 November 2023 and are signed on its behalf by:
01 November 2023
Mr D W Thompson
Director
MORALIS GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 28 FEBRUARY 2023
28 February 2023
- 14 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
15
20,615
29,347
Investments
17
18,597,293
18,597,293
18,617,908
18,626,640
Current assets
Debtors
19
153,468
1,476,206
Creditors: amounts falling due within one year
20
(2,216,372)
(2,602,366)
Net current liabilities
(2,062,904)
(1,126,160)
Total assets less current liabilities
16,555,004
17,500,480
Provisions for liabilities
24
(7,300)
Net assets
16,555,004
17,493,180
Capital and reserves
Called up share capital
28
77,361
77,361
Share premium account
26
15,510,857
15,510,857
Capital redemption reserve
27
9,075
9,075
Shares held in treasury
29
(650,000)
(650,000)
Profit and loss reserves
1,607,711
2,545,887
Total equity
16,555,004
17,493,180
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £908,175 (2022 - £758,498 profit).
The financial statements were approved by the board of directors and authorised for issue on 1 November 2023 and are signed on its behalf by:
01 November 2023
Mr D W Thompson
Director
Company Registration No. 08850452
MORALIS GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 15 -
Share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
£
Balance at 1 April 2021
77,361
60,940
9,075
(3,633,361)
54,621,240
51,135,255
(107)
51,135,148
Period ended 28 February 2022:
Profit and total comprehensive income for the period
-
-
-
-
15,123,048
15,123,048
124,091
15,247,139
Balance at 28 February 2022 (as restated)
77,361
60,940
9,075
(3,633,361)
69,744,288
66,258,303
123,984
66,382,287
Year ended 28 February 2023:
Profit and total comprehensive income for the year
-
-
-
-
10,779,789
10,779,789
(124,680)
10,655,109
Dividends
13
-
-
-
-
(30,000)
(30,000)
-
(30,000)
Balance at 28 February 2023
77,361
60,940
9,075
(3,633,361)
80,494,077
77,008,092
(696)
77,007,396
MORALIS GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 16 -
Share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 April 2021
77,361
15,510,857
9,075
(650,000)
1,787,389
16,734,682
Period ended 28 February 2022:
Profit and total comprehensive income for the period
-
-
-
-
758,498
758,498
Balance at 28 February 2022 (as restated)
77,361
15,510,857
9,075
(650,000)
2,545,887
17,493,180
Year ended 28 February 2023:
Loss and total comprehensive income for the year
-
-
-
-
(908,176)
(908,176)
Dividends
13
-
-
-
-
(30,000)
(30,000)
Balance at 28 February 2023
77,361
15,510,857
9,075
(650,000)
1,607,711
16,555,004
MORALIS GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 17 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
35
(3,367,877)
7,837,333
Interest paid
(1,081,653)
(806,128)
Income taxes paid
(4,000,677)
(295,076)
Net cash (outflow)/inflow from operating activities
(8,450,207)
6,736,129
Investing activities
Purchase of tangible fixed assets
(1,694,990)
(2,957,566)
Proceeds from disposal of tangible fixed assets
470,695
226,276
Purchase of investment property
(20,819,389)
(1,798,792)
Proceeds from disposal of investment property
47,644,787
3,022,082
Purchase of investments
(2,934,019)
(292,745)
Repayment of loans
14,901
(9,690)
Interest received
272,491
6,296
Net cash generated from/(used in) investing activities
22,954,476
(1,804,139)
Financing activities
Repayment of bank loans
(5,557,606)
(515,378)
Payment of finance leases obligations
(1,127,859)
(1,134,215)
Dividends paid to equity shareholders
(30,000)
Net cash used in financing activities
(6,715,465)
(1,649,593)
Net increase in cash and cash equivalents
7,788,804
3,282,397
Cash and cash equivalents at beginning of year
7,014,392
3,731,995
Cash and cash equivalents at end of year
14,803,196
7,014,392
Relating to:
Cash at bank and in hand
15,311,087
7,634,317
Bank overdrafts included in creditors payable within one year
(507,891)
(619,925)
MORALIS GROUP LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 18 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
34
585,376
(609,704)
Interest paid
(993)
(22,938)
Net cash inflow/(outflow) from operating activities
584,383
(632,642)
Investing activities
Proceeds from disposal of tangible fixed assets
(6,553)
(7,936)
Proceeds from disposal of subsidiaries
100
Proceeds from disposal of investments
(100)
Dividends received
540,000
165,000
Net cash generated from investing activities
533,447
157,064
Financing activities
Repayment of bank loans
(980,000)
(60,000)
Dividends paid to equity shareholders
(30,000)
-
Net cash used in financing activities
(1,010,000)
(60,000)
Net increase/(decrease) in cash and cash equivalents
107,830
(535,578)
Cash and cash equivalents at beginning of year
(612,458)
(76,880)
Cash and cash equivalents at end of year
(504,628)
(612,458)
Relating to:
Bank overdrafts included in creditors payable within one year
(504,628)
(612,458)
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 19 -
1
Accounting policies
Company information
Moralis Group Limited (“the company”) is a limited company domiciled and incorporated in England and Wales. The registered office is Swift House, Ground Floor, 18 Hoffmanns Way, Chelmsford, Essex, UK, CM1 1GU.
The group consists of Moralis Group Limited and all of its direct and indirect subsidiaries.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Basis of consolidation
In the consolidated financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
The consolidated financial statements incorporate those of Moralis Group Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.
All financial statements are made up to 28 February 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The reporting currency in William Thompson Homes (PTY) ltd is South African Rand. For the purposes of the consolidation the profit and loss items have been translated using a historic average exchange rate. The balance sheet items have been translated using the historical exchange rate as at the year end.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
1
Accounting policies
(Continued)
- 20 -
1.3
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the period of at least 12 months post signing of the financial statements. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Reporting period
The reporting period of the prior financial statements is shorter than one year, due to the group shortening the accounting reference date, thus the figures in these financial statements are not entirely comparable with the prior year period.
1.5
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Turnover from the rendering of services is recognised when the significant risks and rewards of services provided have passed to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and can be measured reliably.
1.6
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.7
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
2% straight line
Leasehold land and buildings
over the length of the lease
Freehold improvements
20% straight line
Plant and equipment
10% / 15% straight line
Fixtures and fittings
20% straight line
Computers
20% / 33.33% straight line
Motor vehicles
20% / 25% / 33.33% reducing balance
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
1
Accounting policies
(Continued)
- 21 -
An amount equal to the excess of the annual depreciation charge on revalued assets over the notional historic cost depreciation charge on those assets is transferred annually from the revaluation reserve to the profit and loss reserve.
1.8
Investment properties
Investment property, which is property held to earn rentals and / or for capital appreciation, is measured using the fair value model and stated at its fair value at the reporting end date. The surplus or deficit on revaluation is recognised in the profit and loss account.
Where fair value cannot be achieved without undue cost or effort, investment property is accounted for as tangible fixed assets.
Gains or losses arising from changes in the fair value of investment property are included in profit and loss account for the period in which they arise
1.9
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and joint venture are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.10
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
1.11
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
1
Accounting policies
(Continued)
- 22 -
1.12
Cash at bank and in hand
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.13
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.14
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
1
Accounting policies
(Continued)
- 23 -
1.15
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.16
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.17
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.18
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
1
Accounting policies
(Continued)
- 24 -
1.19
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.20
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.21
Group
A subsidiary made a prior period adjustment in respect of the fair value of investment property. Whilst not material from a group perspective, the impact has been reflected in the comparatives stated.
Company
The directors chose to correct the fixed asset investment value in respect of a historic group re-organisation. This led to a reduction in reserves of £288,001.
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
A specific area of the significant estimation uncertainty and judgement is in relation to the Group's annual revaluation of Investment Property, which is carried out by chartered surveyors and as a result of some of the Group's Investment Property rented to fellow group undertakings, consolidation entries are required to adjust investment property recognised at subsidiary level to property, plant and equipment at the group level.
3
Exceptional item
2023
2022
£
£
Expenditure
Loan write off
244,545
-
244,545
-
During the year, a group company wrote off a loan from a connected company. The amount is disclosed separately on the face of the profit and loss account to retain consistency with the presentation in the subsidiary financial statements.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 25 -
4
Turnover and other revenue
An analysis of the group's turnover is as follows:
2023
2022
£
£
Turnover analysed by class of business
Real Estate
7,778,320
20,049,920
Storage Facilities
710,462
923,251
Waste Management
37,045,839
33,663,700
Haulage Logistics
5,386,778
4,137,547
Management Agents
23,790
5,500
50,945,189
58,779,918
2023
2022
£
£
Other significant revenue
Interest income
272,491
6,296
Grants received
-
55,974
Property trading transaction
402,662
-
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
46,209,179
56,543,164
Overseas
4,736,010
2,236,754
50,945,189
58,779,918
5
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
583,822
(24,548)
Government grants
-
(55,974)
Depreciation of owned tangible fixed assets
1,368,216
1,294,254
Depreciation of tangible fixed assets held under finance leases
1,611,040
2,399,182
Loss/(profit) on disposal of tangible fixed assets
300,617
(63,343)
Profit on disposal of investment property
-
(1,146,196)
Amortisation of intangible assets
22,779
123,918
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 26 -
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
16,500
12,500
Audit of the financial statements of the company's subsidiaries
55,500
52,500
72,000
65,000
For other services
All other non-audit services
19,145
16,925
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
223,911
401,933
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
263,376
6,296
Other interest income
9,115
-
Total income
272,491
6,296
2023
2022
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
263,376
6,296
9
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Production
81
83
-
-
Admin
38
40
4
4
Management
12
6
3
3
Drivers
179
178
-
-
Total
310
307
7
7
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
9
Employees
(Continued)
- 27 -
Their aggregate remuneration comprised:
Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
12,168,260
10,352,116
370,349
366,232
Social security costs
1,362,361
1,101,725
42,460
42,751
Pension costs
505,756
271,338
16,937
16,125
14,036,377
11,725,179
429,746
425,108
10
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
715,149
224,333
Other interest on financial liabilities
156,539
307,308
871,688
531,641
Other finance costs:
Interest on finance leases and hire purchase contracts
207,828
250,886
Other interest
2,137
23,601
Total finance costs
1,081,653
806,128
11
Net gains/(losses) through fair value adjustments
2023
2022
As restated
£
£
Fair value gains/(losses) on financial instruments
Loss on financial assets held at fair value through profit or loss
(102,946)
(129,660)
Other gains/(losses)
Profit on disposal of investment properties
12,896,047
14,950,230
12,793,101
14,820,570
12
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
6,872,714
538,189
Adjustments in respect of prior periods
(36,837)
(66,498)
Total current tax
6,835,877
471,691
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
12
Taxation
2023
2022
£
£
(Continued)
- 28 -
Deferred tax
Origination and reversal of timing differences
(4,569,481)
3,021,127
Total tax charge
2,266,396
3,492,818
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Profit before taxation
12,921,505
18,739,957
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
2,455,086
3,560,592
Tax effect of expenses that are not deductible in determining taxable profit
230,733
92,134
Tax effect of income not taxable in determining taxable profit
(2,323,525)
(18,924)
Tax effect of utilisation of tax losses not previously recognised
(9)
Unutilised tax losses carried forward
43,424
135
Group relief
(43,894)
Permanent capital allowances in excess of depreciation
(17,275)
(212,235)
Depreciation on assets not qualifying for tax allowances
(61,241)
(294,184)
Amortisation on assets not qualifying for tax allowances
23,544
Research and development tax credit
(24,198)
Effect of revaluations of investments
(2,945,349)
Under/(over) provided in prior years
(36,837)
38,287
Deferred tax adjustments
(4,569,481)
3,021,126
Capital gains
6,613,604
227,701
Taxation charge
2,266,396
3,492,818
13
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Final paid
30,000
-
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 29 -
14
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 March 2022 and 28 February 2023
4,320,987
Amortisation and impairment
At 1 March 2022
4,161,750
Amortisation charged for the year
22,777
At 28 February 2023
4,184,527
Carrying amount
At 28 February 2023
136,460
At 28 February 2022
159,237
The company had no intangible fixed assets at 28 February 2023 or 28 February 2022.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 30 -
15
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Freehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
£
Cost
At 1 March 2022
26,635,866
6,127,911
216,963
11,836,457
184,196
183,080
17,013,712
62,198,185
Additions
238,589
27,350
394,218
3,186
20,375
1,404,864
2,088,582
Disposals
(9,695,085)
(477,078)
(41,919)
(839,616)
(55,704)
(12,439)
(1,348,881)
(12,470,722)
Transfers
(327,801)
(21,020)
(348,821)
At 28 February 2023
16,940,781
5,561,621
202,394
11,370,039
131,678
191,016
17,069,695
51,467,224
Depreciation and impairment
At 1 March 2022
546,707
1,158,479
67,438
8,138,726
131,135
132,059
11,429,561
21,604,105
Depreciation charged in the year
63,581
225,209
37,507
1,059,091
21,553
25,933
1,546,382
2,979,256
Eliminated in respect of disposals
(152,686)
(5,327)
(762,312)
(54,606)
(12,019)
(1,140,857)
(2,127,807)
Transfers
(220,261)
(5,078)
(225,339)
At 28 February 2023
610,288
1,010,741
99,618
8,430,427
98,082
145,973
11,835,086
22,230,215
Carrying amount
At 28 February 2023
16,330,493
4,550,880
102,776
2,939,612
33,596
45,043
5,234,609
29,237,009
At 28 February 2022
26,089,159
4,969,432
149,525
3,697,731
53,061
51,021
5,584,151
40,594,080
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 31 -
Company
Fixtures and fittings
Motor vehicles
Total
£
£
£
Cost
At 1 March 2022 and 28 February 2023
7,815
27,210
35,025
Depreciation and impairment
At 1 March 2022
2,497
3,181
5,678
Depreciation charged in the year
2,724
6,008
8,732
At 28 February 2023
5,221
9,189
14,410
Carrying amount
At 28 February 2023
2,594
18,021
20,615
At 28 February 2022
5,318
24,029
29,347
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Group
Company
2023
2022
2023
2022
£
£
£
£
Plant and equipment
1,356,787
1,935,785
Motor vehicles
3,312,096
4,675,955
4,668,883
6,611,740
-
-
16
Investment property
Group
Company
2023
2023
£
£
Fair value
At 1 March 2022 (as restated)
43,606,384
-
Additions
20,472,514
-
Disposals
(25,152,449)
-
At 28 February 2023
38,926,449
-
The fair value of the investment property has been arrived at on the basis of a number of valuations carried out both by Chartered Surveyors, who are not connected with the company, and the company's directors. The valuations have made on an open market value basis by reference to market evidence of transaction prices for similar properties.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 32 -
17
Fixed asset investments
Group
Company
2023
2022
2023
2022
As restated
Notes
£
£
£
£
Investments in subsidiaries
18,597,293
18,597,293
Investments in joint ventures
1
1
Listed investments
3,187,516
356,443
3,187,517
356,444
18,597,293
18,597,293
Listed investments included above
Listed investments carrying amount
3,187,516
356,443
-
-
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
17
Fixed asset investments
(Continued)
- 33 -
The company owns 100% of the ordinary issued share capital of the companies listed below (unless otherwise stated), either directly or indirectly via intermediate companies. All companies below are incorporated in England and Wales unless otherwise stated:
Development and investment in real estate:
RVL Properties Limited
William Thompson Homes Limited
William Thompson Homes (PTY) Ltd - a company incorporated in South Africa
RVL Properties Limited - a company incorporated in Dubai
William Thompson Homes (Theydon Meadows) Ltd (85% ownership)
Landvest Crews Hill Ltd (60% ownership)
William Thompson Homes (Meadow Views) Ltd (85% ownership)
William Thompson Homes (Meadow Views) Management Company Ltd (85% indirect ownership)
Ashridge Grange Ltd (50% indirectly)
Provision of storage facilities:
GBN Self Store Limited (ceased to trade during the period)
Waste management and waste disposal:
GBN Services Limited
Haulage logistics:
GBN Logistics Limited
Investment activities:
GT 2 Invest Ltd
Dormant and Holding Companies:
RVL Holdings Ltd
Uxbridge Skip Hire Limited
Uxbridge Skip Hire Holdings Limited
Uxbridge Skip Hire Properties Limited
RVL Industrial Ltd (75% ownership)
Landvest Goffs Oak Ltd (50% indirect ownership)
WTH Capstone Ltd (65% indirect ownership)
Eastwood RVL March Ltd (20% indirect ownership)
All subsidiaries are included in the consolidation.
All companies above have a registered office address of Swift House, 18 Hoffmannns Way, Chelmsford, Essex, England, CM1 1GU, unless otherwise stated below:
William Thompson Homes (PTY) Ltd - Green Square, Hares Crescent, Woodstock, 7925, South Africa
RVL Properties Ltd - Dubai - TPOFCB06WS103, P.O. Box 17870, Dubai, U.A.E.
GBN Services Limited - Gibbs House, Gibbs, Road Edmonton, London, England, N18 3PU
Ashridge Grange Ltd - Great Burstead School House, 70 Laindon Road, Billericay, Essex, CM12 9LD
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
17
Fixed asset investments
(Continued)
- 34 -
Movements in fixed asset investments
Group
Shares in joint ventures
Other investments
Total
£
£
£
Cost or valuation
At 1 March 2022
1
356,443
356,444
Additions
85
2,988,919
2,989,004
Valuation changes
-
(102,947)
(102,947)
Cash movement
-
(44,899)
(44,899)
Disposals
(85)
(10,000)
(10,085)
At 28 February 2023
1
3,187,516
3,187,517
Carrying amount
At 28 February 2023
1
3,187,516
3,187,517
At 28 February 2022
1
356,443
356,444
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 March 2022 and 28 February 2023
18,597,293
Carrying amount
At 28 February 2023
18,597,293
At 28 February 2022 (as restated)
18,597,293
18
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
58,188
58,950
-
-
Work in progress
2,614,771
2,021,646
-
-
2,672,959
2,080,596
-
-
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 35 -
19
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
8,007,363
6,439,276
Corporation tax recoverable
2,709
2,709
Amounts owed by group undertakings
-
-
3,600
1,447,113
Other debtors
9,655,995
4,291,514
29,200
25,000
Prepayments and accrued income
1,420,746
1,414,726
120,668
4,093
19,086,813
12,148,225
153,468
1,476,206
20
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
23
4,413,404
12,731,325
504,628
1,592,458
Obligations under finance leases
22
1,668,069
2,043,354
Trade creditors
2,243,832
2,044,869
30,313
1,660
Amounts owed to group undertakings
1,638,938
891,468
Corporation tax payable
3,246,706
411,506
Other taxation and social security
878,247
1,048,600
18,982
61,227
Other creditors
200,982
391,523
4,694
36,173
Accruals and deferred income
1,081,590
1,033,977
18,817
19,380
13,732,830
19,705,154
2,216,372
2,602,366
The hire purchase and finance leases are secured on the individual assets to which they relate.
Included within bank loans and overdrafts is £3,167,217 (2022: £3,769,614) invoice discounting secured on the trade debtors to which they relate.
Bank loans under one year are secured against the properties and trades to which they relate. As at the year end, within the group, debentures and fixed and floating charges were held by National Westminster Bank Plc and Barclays Bank Plc.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 36 -
21
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
23
15,751,024
13,102,743
Obligations under finance leases
22
1,145,998
1,898,572
16,897,022
15,001,315
The hire purchase and finance leases are secured on the individual assets to which they relate.
Bank loans over one year are secured against the properties and trades to which they relate. At the year end, within the group, debentures and fixed and floating charges were held by National Westminster Bank Plc and Barclays Bank Plc.
Amounts included above which fall due after five years are as follows:
Payable by instalments
-
2,431,397
-
-
22
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
1,668,069
2,043,354
In two to five years
1,145,998
1,898,572
2,814,067
3,941,926
-
-
23
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
19,656,537
25,214,143
980,000
Bank overdrafts
507,891
619,925
504,628
612,458
20,164,428
25,834,068
504,628
1,592,458
Payable within one year
4,413,404
12,731,325
504,628
1,592,458
Payable after one year
15,751,024
13,102,743
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 37 -
24
Deferred taxation
Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
154,740
131,006
Investment property
766,306
5,359,521
921,046
5,490,527
Liabilities
Liabilities
2023
2022
Company
£
£
Accelerated capital allowances
-
7,300
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 March 2022
5,490,527
7,300
Credit to profit or loss
(4,569,481)
(7,300)
Liability at 28 February 2023
921,046
-
25
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
505,756
271,338
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The number of directors who accrued benefits under company pension schemes was 2 (2022: 2).
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 38 -
26
Share premium account
Group
Company
2023
2022
2023
2022
£
£
£
£
At the beginning and end of the year
60,940
60,940
15,510,857
15,510,857
27
Capital redemption reserve
Group
Company
2023
2022
2023
2022
£
£
£
£
At the beginning and end of the year
9,075
9,075
9,075
9,075
28
Share capital
Group and company
2023
2022
Ordinary share capital
£
£
Issued and fully paid
65,830 Ordinary A of £1 each
65,830
65,830
1 Ordinary B of £1 each
1
1
11,530 Preference of £1 each
11,530
11,530
77,361
77,361
The Ordinary A shares carry one vote per share, rights to dividends and rights to share in residual assets on sale of company or winding up after deduction of liabilities.
The Ordinary B share carries one vote and no rights to dividends. Payment of nominal amount paid up on share or amount credited as paid up on share only on the sale of company or winding up of company.
The Preference shares are non voting cumulative preference shares which entitle the holder to payments of sums due in accordance with a twenty five year sliding scale, from 01/02/2016. These payments are to be taken ahead of dividends paid on the other share classes.
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 39 -
29
Other reserves
Own shares
Merger reserve
Total
Group
£
£
£
At the beginning of the prior year
(650,000)
(2,983,361)
(3,633,361)
As restated
(650,000)
(2,983,361)
(3,633,361)
At the end of the prior year
(650,000)
(2,983,361)
(3,633,361)
At the end of the current year
(650,000)
(2,983,361)
(3,633,361)
Own shares
Other Reserves
Total
Company
£
£
£
At the beginning of the prior year
(650,000)
-
(650,000)
As restated
(650,000)
-
(650,000)
At the end of the prior year
(650,000)
-
(650,000)
At the end of the current year
(650,000)
-
(650,000)
30
Operating lease commitments
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
259,673
295,801
-
-
Between two and five years
473,153
1,040,535
-
-
In over five years
-
433,333
-
-
732,826
1,769,669
-
-
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
30
Operating lease commitments
(Continued)
- 40 -
Lessor
The operating leases represent leases of £12,328,940 (2022: £7,269,377) to third parties. Lease terms vary depending on the property use and lease length.
At the reporting end date the group had contracted with tenants for the following minimum lease payments:
Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
1,603,821
915,453
-
-
Between two and five years
5,499,207
2,585,174
-
-
In over five years
5,225,912
3,768,750
-
-
12,328,940
7,269,377
-
-
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 41 -
31
Related party transactions
Group
At the balance sheet date:
Included within debtors is £7,065,834 (2022: £3,038,445) owed by company's under common control.
32
Controlling party
The ultimate controlling party is the Trustees of David Thompson No. 1 Discretionary Settlement.
33
Post balance sheet event
After the reporting date, the group disposed of a subsidiary undertaking for net proceeds of £18,034,803 after the settlement of intercompany debt. As is customary with transactions of this nature, certain warranties were provided to the purchaser by Moralis Group Limited.
34
Cash generated from/(absorbed by) operations - company
2023
2022
As restated
£
£
(Loss)/profit for the year after tax
(908,176)
758,498
Adjustments for:
Taxation (credited)/charged
(7,300)
7,300
Finance costs
993
22,938
Investment income
(540,000)
(165,000)
Loss/(gain) on disposal of tangible fixed assets
6,553
(15,143)
Depreciation and impairment of tangible fixed assets
8,732
12,920
Other gains and losses
-
288,101
Movements in working capital:
Decrease in debtors
1,322,738
10,560
Increase/(decrease) in creditors
701,836
(1,529,878)
Cash generated from/(absorbed by) operations
585,376
(609,704)
MORALIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 42 -
35
Cash (absorbed by)/generated from group operations
2023
2022
As restated
£
£
Profit for the year after tax
10,655,109
15,247,139
Adjustments for:
Taxation charged
2,266,396
3,492,818
Finance costs
1,081,653
806,128
Investment income
(272,491)
(6,296)
Loss/(gain) on disposal of tangible fixed assets
300,617
(63,343)
Gain on disposal of investment property
(12,843,972)
(1,146,196)
Fair value gain on investment properties
-
(14,950,230)
Amortisation and impairment of intangible assets
22,777
123,918
Depreciation and impairment of tangible fixed assets
2,979,256
3,693,436
Other gains and losses
102,862
129,746
Movements in working capital:
(Increase)/decrease in stocks
(592,363)
1,645,780
Increase in debtors
(6,953,403)
(390,690)
Decrease in creditors
(114,318)
(744,877)
Cash (absorbed by)/generated from operations
(3,367,877)
7,837,333
36
Analysis of changes in net debt - group
1 March 2022
Cash flows
28 February 2023
£
£
£
Cash at bank and in hand
7,634,317
7,676,770
15,311,087
Bank overdrafts
(619,925)
112,034
(507,891)
7,014,392
7,788,804
14,803,196
Borrowings excluding overdrafts
(25,214,143)
5,557,606
(19,656,537)
Obligations under finance leases
(3,941,926)
1,127,859
(2,814,067)
(22,141,677)
14,474,269
(7,667,408)
37
Analysis of changes in net debt - company
1 March 2022
Cash flows
28 February 2023
£
£
£
Bank overdrafts
(612,458)
107,830
(504,628)
Borrowings excluding overdrafts
(980,000)
980,000
-
(1,592,458)
1,087,830
(504,628)
2023-02-282022-03-01falseCCH SoftwareCCH Accounts Production 2023.300Mr G M HobsonMr G D ThompsonMr D W ThompsonMr S MotalaMr S 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