Company registration number 08897140 (England and Wales)
MOTHER GROUP LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
PAGES FOR FILING WITH REGISTRAR
MOTHER GROUP LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 11
MOTHER GROUP LIMITED
BALANCE SHEET
AS AT 30 JUNE 2023
30 June 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
13,656
20,056
Tangible assets
5
660,488
711,394
Investments
6
200
200
674,344
731,650
Current assets
Stocks
8
423,270
351,621
Debtors
9
1,410,464
501,866
Cash at bank and in hand
205,707
137,788
2,039,441
991,275
Creditors: amounts falling due within one year
10
(1,864,194)
(1,115,593)
Net current assets/(liabilities)
175,247
(124,318)
Total assets less current liabilities
849,591
607,332
Creditors: amounts falling due after more than one year
11
(9,553,452)
(6,919,245)
Net liabilities
(8,703,861)
(6,311,913)
Capital and reserves
Called up share capital
12
1,656
1,656
Share premium account
408,380
408,380
Profit and loss reserves
(9,113,897)
(6,721,949)
Total equity
(8,703,861)
(6,311,913)

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 30 June 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

MOTHER GROUP LIMITED
BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2023
30 June 2023
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 13 February 2024 and are signed on its behalf by:
P Davison
Director
Company Registration No. 08897140
MOTHER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
- 3 -
1
Accounting policies
Company information

Mother Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 29a Maltings Place, 169 Tower Bridge Road, London, SE1 3JB.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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
Going concern

The directors believe that notwithstanding current year losses of £2,391,948 (20true22: £1,644,930) and net liabilities of £8,703,861 (2022: £6,311,913), the company's financial statements should be prepared on a going concern basis on the grounds that current and future sources of funding or support from external investors will be adequate to meet the company's needs for a period of at least 12 months from the date of approval of these financial statements.

1.3
Turnover

Revenue is recognised to the extent that it is probable that economic benefits will flow to the company 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.

 

Revenue from the sale of goods is recognised at point of sale when the significant risks and rewards of ownership have passed to the buyer.

1.4
Intangible assets

Research and Development costs

 

Expenditure on research activities is recognised within profit or loss as an expense when incurred.

 

Development costs are capitalised within intangible assets only where they can be identified with a specific product or project anticipated to produce future economic benefits. They are amortised on a straight line basis to profit or loss over their estimated useful life.

 

All other development costs are expensed as incurred.

 

Capitalised development costs are reviewed annually, and where future benefits are deemed to have ceased or to be in doubt, the balance of any related research and development is written off to profit or loss.

 

Capitalised development costs are not treated as a realised loss under section 844(1) of the Companies Act as the directors believe that they are subject to permitted exception in section 844(3) as the costs have been capitalised in accordance with applicable accounting standards.

MOTHER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 4 -

Purchased intangible assets

 

Purchased intangible assets are initially recognised at cost. After recognition, intangible assets are measured at cost less any accumulated amortisation and impairment losses.

 

All intangible assets are considered to have a finite useful life. The estimated useful lives are as follows

Patents & licences
10 years
Software development
10 years

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. Any impairment loss is recognised immediately as an expense within profit or loss.

1.5
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:

Leasehold improvements
Over 3 years on a straight line basis
Plant and machinery
Over 4 years on a straight line basis
Office equipment
Over 4 years on a straight line basis
Computer equipment
Over 4 years on a straight line basis
Vending machines
Over 5 years on a straight line basis
Motor vehicles
Over 5 years on a straight line basis

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 credited or charged to profit or loss.

1.6
Fixed asset investments

Investment in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

 

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

 

1.7
Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

 

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the first-in-first out principle and includes expenditure incurred in acquiring the stocks, production or conversion costs and other costs in bringing them to their existing location and condition. If stock is impaired, the carrying amount is reduced to its estimated selling price less costs to complete and sell. The impairment loss is recognised immediately within profit or loss.

1.8
Cash at bank and in hand

Cash at bank and in hand are basic financial assets and include cash in hand and deposits held at call with banks.

MOTHER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 5 -
1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include 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.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and bank loans, 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.

1.10
Equity instruments

Equity instruments issued by the company 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 company.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and any R&D tax credits.

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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

MOTHER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 6 -
1.12
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.

1.13
Retirement benefits

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

1.14
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.

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

1.15
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.

1.16
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.

1.17

Interest receivable and payable

Interest receivable and interest payable are recognised in profit or loss as they accrue, using the effective interest method.

1.18

Consolidation

The company has taken advantage of exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as as small group. The financial statements present information about the company as an individual entity and not about its group.

MOTHER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 7 -
2
Government grants
Included within other operating income are government grants as follows:
2023
2022
£
£
Electric Van Grant
1,335
1,335
1,335
1,335
3
Employees

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

2023
2022
Number
Number
Total
25
20
4
Intangible fixed assets
Other intangibles
£
Cost
At 1 July 2022 and 30 June 2023
64,000
Amortisation and impairment
At 1 July 2022
43,944
Amortisation charged for the year
6,400
At 30 June 2023
50,344
Carrying amount
At 30 June 2023
13,656
At 30 June 2022
20,056
MOTHER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 8 -
5
Tangible fixed assets
Land and buildings
Plant and machinery etc
Motor vehicles
Total
£
£
£
£
Cost
At 1 July 2022
20,297
1,171,473
80,208
1,271,979
Additions
-
0
122,712
54,146
176,858
At 30 June 2023
20,297
1,294,185
134,354
1,448,837
Depreciation and impairment
At 1 July 2022
19,503
514,198
26,883
560,583
Depreciation charged in the year
433
207,065
20,265
227,764
At 30 June 2023
19,936
721,263
47,149
788,347
Carrying amount
At 30 June 2023
361
572,922
87,205
660,488
At 30 June 2022
794
657,275
53,325
711,394

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

2023
2022
£
£
Vending machines
154,775
234,260
Motor vehicles
26,005
38,663
180,780
272,923
6
Fixed asset investments
2023
2022
£
£
Investments
200
200
MOTHER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
6
Fixed asset investments
(Continued)
- 9 -
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 July 2022 & 30 June 2023
200
Carrying amount
At 30 June 2023
200
At 30 June 2022
200
7
Subsidiaries

Details of the company's subsidiaries at 30 June 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Mother Tech Limited
UK
Ordinary
100.00
Mother Foods Limited
UK
Ordinary
100.00
8
Stocks
2023
2022
£
£
Food products, packaging and machines
423,270
351,621
9
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
1,047,547
181,519
Other debtors
362,917
320,347
1,410,464
501,866
MOTHER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 10 -
10
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans and overdrafts
10,776
10,680
Obligations under finance leases
229,852
375,462
Trade creditors
590,831
371,312
Taxation and social security
160,978
76,143
Other creditors
207,741
202,716
Accruals and deferred income
664,016
79,280
1,864,194
1,115,593

The finance lease and hire purchase liabilities of £229,852 (2022: £375,462) are secured over the fixed assets to which they relate.

 

The bank loan is repayable in instalments over 6 years. The loan is guaranteed by the government and carries an interest rate of 2.5% p.a.

11
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
19,276
29,044
Obligations under finance leases
214,754
187,943
Loan note - 1-2 years
9,319,422
6,702,258
9,553,452
6,919,245

During the year, the company received loan advances of £1,500,000 (2022: £1,050,000) out of which £1,486,200 from Montreux Fixed Yield Holding Company and £13,800 from Gowling. As at 30 June 2023, the net balance outstanding was £9,319.422 (2022: £6,702,258). The interest on the loan is 14% + applicable base rate per annum and during the year interest of £1,170,504 (2022: £825,268) was charged on the loan.

 

Loan notes liabilities are secured by a fixed and floating charge over the assets of the company.

 

The finance lease and hire purchase liabilities of £214,754 (2022: £187,943) are secured over the fixed assets to which they relate.

 

The bank loan is repayable in instalments over 6 years. The loan is guaranteed by the government and carries an interest rate of 2.5% p.a.

 

12
Called up share capital
2023
2022
£
£
Ordinary share capital
Issued and fully paid
11,161 Ordinary shares of 10p each
1,116
1,116
5,398 Ordinary A shares of 10p each
540
540
1,656
1,656
MOTHER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
12
Called up share capital
(Continued)
- 11 -

Ordinary shares include 1,294 deferred ordinary shares.

 

Deferred ordinary shares have no voting rights attached to them, have full rights to dividends and on a winding up or other return of assets of the company, the surplus assets of the company remaining after payment of its liabilities shall be applied to the extent that the company is lawfully permitted to do so.

 

5,398 ordinary A shares have voting rights attached to them, have full rights to dividends and capital distribution on a winding up or other return of assets of the company. They do not confer any rights of redemption.

 

13
Operating lease commitments
Lessee

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

2023
2022
£
£
6,423
76,294
14
Ultimate controlling party

P Davison is the ultimate controlling party.

15
Directors' transactions

Included within other debtors is an amount of £400 (2022: £63,899 credit) due from directors.

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