REGISTERED NUMBER: |
Report of the Directors and |
Financial Statements for the Year Ended 31 December 2023 |
for |
LSL MHF Ltd |
REGISTERED NUMBER: |
Report of the Directors and |
Financial Statements for the Year Ended 31 December 2023 |
for |
LSL MHF Ltd |
LSL MHF Ltd (Registered number: 13951014) |
Contents of the Financial Statements |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Report of the Independent Auditors | 3 |
Statement of Profit or Loss | 7 |
Statement of Profit or Loss and Other Comprehensive Income |
8 |
Statement of Financial Position | 9 |
Statement of Changes in Equity | 10 |
Statement of Cash Flows | 11 |
Notes to the Statement of Cash Flows | 12 |
Notes to the Financial Statements | 13 |
LSL MHF Ltd |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
The Old Grange |
Warren Estate |
Lordship Road |
Writtle |
Essex |
CM1 3WT |
LSL MHF Ltd (Registered number: 13951014) |
Report of the Directors |
for the Year Ended 31 December 2023 |
The directors present their report with the financial statements of the company for the year ended 31 December 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of a holding company. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2023. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors 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 UK-adopted international accounting standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company 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; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
LSL MHF Ltd |
Opinion |
We have audited the financial statements of LSL MHF Ltd (the 'company') for the year ended 31 December 2023 which comprise the Statement of Profit or Loss, the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK. |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the year then ended; |
- | have been properly prepared in accordance with IFRSs as adopted by the UK; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
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. |
In connection with our audit of the financial statements, 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 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 the audit: |
- | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
LSL MHF Ltd |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the 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 Statement of Directors' Responsibilities set out on page two, 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 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 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. |
Report of the Independent Auditors to the Members of |
LSL MHF Ltd |
Auditors' 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of the company of not complying with such laws and regulations, including fraud, where non-compliance could have a material impact on the financial statements. This included those regulations directly related to the financial statements, including financial reporting and tax legislation. In relation to the industry, this included health and safety and employment legislation. |
The risks were discussed with the audit team and we remained alert to any indications of non-compliance throughout the audit. We carried out specific procedures to address the risks identified as follows: |
- Review of the control environment |
- Review of legal fees incurred |
- Agreeing the financial statement disclosures to underlying supporting documentation |
- Reviewing the key accounting policies and estimates |
To address the risk of management override of controls, we carried out testing of journal entries and other adjustments for appropriateness and evaluated the business rationale of significant transactions outside of the normal course of business. |
Because of the inherent limitations of an audit there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion and misrepresentation. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Report of the Independent Auditors to the Members of |
LSL MHF Ltd |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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. |
for and on behalf of |
The Old Grange |
Warren Estate |
Lordship Road |
Writtle |
Essex |
CM1 3WT |
LSL MHF Ltd (Registered number: 13951014) |
Statement of Profit or Loss |
for the Year Ended 31 December 2023 |
Period |
3.3.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
Notes | £ | £ |
CONTINUING OPERATIONS |
Revenue |
Other operating income |
Administrative expenses | ( |
) | ( |
) |
OPERATING LOSS | ( |
) | ( |
) |
Finance costs | 4 | (1,733,354 | ) | (454,412 | ) |
Finance income | 4 | 32 | - |
LOSS BEFORE INCOME TAX | 5 | ( |
) | ( |
) |
Income tax | 6 |
LOSS FOR THE YEAR | ( |
) | ( |
) |
LSL MHF Ltd (Registered number: 13951014) |
Statement of Profit or Loss and Other Comprehensive Income |
for the Year Ended 31 December 2023 |
Period |
3.3.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
LOSS FOR THE YEAR | ( |
) | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
( |
) |
LSL MHF Ltd (Registered number: 13951014) |
Statement of Financial Position |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
ASSETS |
NON-CURRENT ASSETS |
Investments | 7 | 13,410,724 | 13,492,442 |
CURRENT ASSETS |
Trade and other receivables | 8 |
Cash and cash equivalents | 9 |
TOTAL ASSETS |
EQUITY |
SHAREHOLDERS' EQUITY |
Called up share capital | 10 |
Retained earnings | 11 | ( |
) | ( |
) |
TOTAL EQUITY | ( |
) | ( |
) |
LIABILITIES |
NON-CURRENT LIABILITIES |
Financial liabilities - borrowings |
Interest bearing loans and borrowings | 13 |
CURRENT LIABILITIES |
Trade and other payables | 12 |
TOTAL LIABILITIES |
TOTAL EQUITY AND LIABILITIES |
The financial statements were approved by the Board of Directors and authorised for issue on |
LSL MHF Ltd (Registered number: 13951014) |
Statement of Changes in Equity |
for the Year Ended 31 December 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Issue of share capital | - |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2022 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2023 | ( |
) | ( |
) |
LSL MHF Ltd (Registered number: 13951014) |
Statement of Cash Flows |
for the Year Ended 31 December 2023 |
Period |
3.3.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | ( |
) | ( |
) |
Interest paid | ( |
) | ( |
) |
Net cash from operating activities | ( |
) | ( |
) |
Cash flows from investing activities |
Purchase of fixed asset investments | (29,308 | ) | (13,492,442 | ) |
Interest received |
Net cash from investing activities | ( |
) | ( |
) |
Cash flows from financing activities |
New loans in year |
Share issue |
Movement on group balances | (538,014 | ) | (100 | ) |
Net cash from financing activities |
(Decrease)/increase in cash and cash equivalents | ( |
) |
Cash and cash equivalents at beginning of year |
2 |
- |
Cash and cash equivalents at end of year | 2 |
LSL MHF Ltd (Registered number: 13951014) |
Notes to the Statement of Cash Flows |
for the Year Ended 31 December 2023 |
1. | RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS |
Period |
3.3.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Loss before income tax | ( |
) | ( |
) |
Finance costs | 1,733,354 | 454,412 |
Finance income | (32 | ) | - |
(163,993 | ) | (65,259 | ) |
Decrease/(increase) in trade and other receivables | ( |
) |
(Decrease)/increase in trade and other payables | ( |
) |
Cash generated from operations | ( |
) | ( |
) |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
Year ended 31 December 2023 |
31.12.23 | 1.1.23 |
£ | £ |
Cash and cash equivalents | 353 | 615,764 |
Period ended 31 December 2022 |
31.12.22 | 3.3.22 |
£ | £ |
Cash and cash equivalents | 615,764 | - |
LSL MHF Ltd (Registered number: 13951014) |
Notes to the Financial Statements |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
LSL MHF Ltd is a |
These financial statements are presented in Sterling and are rounded to the nearest £1. |
The company is part of a group. |
2. | ACCOUNTING POLICIES |
Basis of preparation |
Preparation of consolidated financial statements |
The financial statements contain information about LSL MHF Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, LSL MHF Cirrus Limited, 33 Welbeck Street, London, W1G 8EX.. |
Critical accounting judgements and key sources of estimation uncertainty |
No significant judgements or estimates have been applied in the preparation of the financial statements. |
Cash and cash equivalents |
Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value. |
In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position. |
Financial instruments |
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from third parties, loans to related parties and investments in ordinary shares. |
Taxation |
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date. |
Going concern |
The accounts have been prepared on the going concern basis which assumes the continued support of the company's Loan Note holders. The directors have confirmed that this support will continue for at least 12 months from the date of approval of these financial statements and therefore believe that no adjustments relating to the company's ability to continue as a going concern need to be made. |
LSL MHF Ltd (Registered number: 13951014) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Debtors |
Short term debtors are measured at the transaction price, less any impairment. |
Creditors |
Short term creditors are measured at the transaction price. |
Other financial liabilities including loans are also measured initially at transaction price and subsequently at amortised cost. |
Investments |
Investments are recognised at cost less any permanent impairment. |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the year ended 31 December 2023 nor for the period ended 31 December 2022. |
The average number of employees during the year was as follows: |
Period |
3.3.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
Directors |
Period |
3.3.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Directors' remuneration |
4. | NET FINANCE COSTS |
Period |
3.3.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Finance income: |
Deposit account interest |
Finance costs: |
Bank interest |
Loan note interest |
Net finance costs |
LSL MHF Ltd (Registered number: 13951014) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
5. | LOSS BEFORE INCOME TAX |
The loss before income tax is stated after charging: |
Period |
3.3.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
£ | £ |
Auditors' remuneration | 7,750 | 13,750 |
6. | INCOME TAX |
Analysis of tax expense |
No liability to UK corporation tax arose for the year ended 31 December 2023 nor for the period ended 31 December 2022. |
7. | INVESTMENTS |
Unlisted |
investments |
£ |
COST |
At 1 January 2023 | 13,492,442 |
Additions | 29,308 |
Disposals | (111,026 | ) |
At 31 December 2023 | 13,410,724 |
NET BOOK VALUE |
At 31 December 2023 | 13,410,724 |
At 31 December 2022 | 13,492,442 |
The company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
Registered office: 33 Welbeck Street, London, W1G 8EX. |
Nature of business: |
% |
Class of shares: | holding |
2023 |
£ |
Aggregate capital and reserves |
Loss for the year | ( |
) |
LSL MHF Ltd (Registered number: 13951014) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
8. | TRADE AND OTHER RECEIVABLES |
2023 | 2022 |
£ | £ |
Current: |
Amounts owed by group undertakings |
Other debtors | - | 3,009,253 |
VAT |
9. | CASH AND CASH EQUIVALENTS |
2023 | 2022 |
£ | £ |
Bank accounts |
10. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
A Ordinary | £1 | 60 | 60 |
B Ordinary | £1 | 40 | 40 |
100 | 100 |
Except as otherwise provided below, the A Ordinary Shares and B Ordinary Shares shall rank pari passu in all respects but shall constitute separate classes of Shares. |
The holders of the A Ordinary Shares and B Ordinary shares shall have the right to receive notice of and attend and vote and speak at any general meeting of the Company and shall be entitled to receive and vote on any written resolution of the Company, save that such holder of the: |
(a) A Ordinary Shares shall be entitled to two hundred votes at any general meeting or on a written resolution by virtue of or in respect of his holding of each such A Ordinary Share; and |
(b) B Ordinary Shares shall be entitled to one vote at any general meeting or on a written resolution by virtue of or in respect of his holding of each such B Ordinary Share. |
11. | RESERVES |
Retained |
earnings |
£ |
At 1 January 2023 | ( |
) |
Deficit for the year | ( |
) |
At 31 December 2023 | ( |
) |
LSL MHF Ltd (Registered number: 13951014) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
12. | TRADE AND OTHER PAYABLES |
2023 | 2022 |
£ | £ |
Current: |
Trade creditors |
Other creditors |
Accrued expenses | 20,000 | 24,435 |
13. | FINANCIAL LIABILITIES - BORROWINGS |
The company issued interest bearing loan notes of £14,274,986 on the acquisition of its wholly owned subsidiary, J & A Speakman Limited in August 2022. Cumulative accrued interest of £2,182,905 (2022: £453,479) is included within the balance at the year end date. |
The loan notes are secured on the company's investment in the subsidiary and are repayable in 2032. |
14. | RELATED PARTY DISCLOSURES |
During the year, the company received advisory fees of £100,000 (2022: £33,333) from J & A Speakman Limited, its wholly owned subsidiary. There was no balance outstanding at the balance sheet date. |
15. | ULTIMATE CONTROLLING PARTY |
The company is owned by the following: |
Company name |
Company number |
Registered Office |
Holding |
The Essex Grape Company Ltd |
13216401 |
Woodham Lodge, Lodge Rd, Bicknacre, Chelmsford, Essex, CM3 4HG |
14% |
Minami (Maldon) Ltd |
14180442 |
The Old Grange, Warren Estate, Lordship Road, Writtle, Essex, CM1 3WT |
13% |
Sarah Chenevix-Trench Ltd |
05281489 |
Little Grange Farm, Marlpitts Road, Woodham Mortimer, Maldon, Essex, CM9 6TL |
13% |
LSL MHF Cirrus Ltd | 14245459 | 33 Welbeck Street, London, W1G 8EX | 60% |
There is no ultimate controlling party. |
16. | FINANCIAL RISK MANAGEMENT |
The company is a holding company and its minimal trading activities are derived from within the group. Its material creditors are interest bearing loan notes which are not due for repayment until 2032. The company is therefore not subject to financial risk in the short to medium term. |
LSL MHF Ltd (Registered number: 13951014) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
17. | CAPITAL MANAGEMENT |
The company's capital is regarded as total equity recognised in the Statement of Financial Position. The company's objectives when managing capital are to safeguard its ability to continue as a going concern. |