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Registration number: 14237794

NMSH Holdings Ltd

Annual Report and Consolidated Financial Statements

for the Period Ended 30 September 2023

 

NMSH Holdings Ltd

Contents

Company Information

1

Group Strategic Report

2 to 3

Directors' Report

4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 11

Consolidated Profit and Loss Account

12

Consolidated Statement of Comprehensive Income

13

Consolidated Balance Sheet

14

Balance Sheet

15

Consolidated Statement of Changes in Equity

16

Company Statement of Changes in Equity

17

Consolidated Statement of Cash Flows

18

Statement of Cash Flows

19

Notes to the Financial Statements

20 to 38

 

NMSH Holdings Ltd

Company Information

Directors

NJ Tollman

M Tollman

Registered office

10 Cheyne Walk
Northampton
England
NN1 5PT

Auditors

Thakur-Chabert Limited
Suit 409-410
4th Floor, The Atrium
1 Harefield Road
Uxbridge
UB8 1EX

Registered number 14237794

 

NMSH Holdings Ltd

Group Strategic Report for the Period Ended 30 September 2023

The directors present their strategic report for the Period Ended 30 September 2023

Principal activity

The company was incorporated on the 15th July 2022.

The principal activity of the group is printing and packaging.

Fair review of the business

The director is pleased to report that the group has performed well during the year under review.

In addition we have continuted to invest in further plant, machinery and equipment to help underpin the development and growth of the business moving forward and to ensure a high quality of service is maintained.

We work collaboratively with our key strategic suppliers to ensure we operate clean and safe warehouse and offices. We use national contractors for many services e.g. clinical waste, cleaning etc that operate to high professional standards.

The group's key financial and other performance indicators during the year were as follows:

Financial KPIs

Unit

2023

Turnover

£'k

3,591

Operating loss

£'k

(242)

Other KPI's

2023

Stock turnover

5

 

NMSH Holdings Ltd

Group Strategic Report for the Period Ended 30 September 2023

Principal risks and uncertainties

The director has carried out an assessment of the principal risks facing the group, including emerging risks, that would threaten its business model, future performance, solvency or liquidity.

Outlined below are the group's principal risks and uncertainties. These are the principal risks of the group as a whole and are not in any order of priority.

The Group is exposed to a variety of other risks related to a range of issues such as human resources and talent, community relations, the regulatory environment and competition. These are all managed as part of the risk process at board level.

Workplace health and safety;
Product safety and quality;
Breaches of IT and information security;
Use of natural resources and managing our environmental impact; and
Supply chain and ethical business practices.

Approved and authorised by the Board on 13 August 2024 and signed on its behalf by:
 

.........................................
NJ Tollman
Director

 

NMSH Holdings Ltd

Directors' Report for the Period Ended 30 September 2023

The directors present their report and the for the year ended 30 September 2023.

Directors of the group

The directors who held office during the year were as follows:

NJ Tollman

M Tollman (appointed 15 May 2023)

Going concern

In preparing these financial statement the director has assessed the ability of the group to continue to operate for the period of at least twelve months from the date of signing the financial statements. Based on current position the director has a reasonable expectation that the group has adequate resources to continue in operational existence for a period of at least twelve months from that date of signing these financial statements and accordingly they adopt the going concern basis in preparing these financial statements.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the group's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

The auditors Thakur-Chabert Limited will be proposed for re-appointment in accordance with section 485 of the Companies Act 2006.

Approved and authorised by the Board on 13 August 2024 and signed on its behalf by:
 

.........................................
NJ Tollman
Director

 

NMSH Holdings Ltd

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 the 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 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 financial statements; and

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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

NMSH Holdings Ltd

Independent Auditor's Report to the Members of NMSH Holdings Ltd

Opinion

We have audited the financial statements of NMSH Holdings Ltd (the ’parent Company’) and its subsidiaries (the ’Group’) for the year ended 30 September 2023, which comprise the Group Profit and Loss Account, the Group and Company Balance Sheets, the Group and Company Statement of Changes in Equity and the related notes, including a summary of 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, exept for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 30 September 2023 and of the group's loss for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We were unable to satisfy ourselves by alternative means concerning the goodwill included in the consolidated accounts in the intangible fixed asset from Propertex Limited as at 30 September 2023, including for an amount of £504,776. Consequently, we were unable to determine whether any adjustment to this amount was necessary.

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 responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.

 

NMSH Holdings Ltd

Independent Auditor's Report to the Members of NMSH Holdings Ltd

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The director is 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.

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the goodwill included in the consolidated accounts in the intangible fixed asset from Propertex Limited as at 30 September 2023. We have concluded that where the other information refers to the goodwill balance or related balances such as amortisation, it may be materially misstated for the same reason.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit, except for the possible effects of the matter described in the basis for the qualifed opinion section of our report, in:

the information given in the Group Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Directors' Report hasGroup Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

 

NMSH Holdings Ltd

Independent Auditor's Report to the Members of NMSH Holdings Ltd

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of our report, 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 Strategic Report or the Director's Report.

Arising solely from the limitation on the scope of our work relating to the goodwill, referred to above:
• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and
• we were unable to determine whether adequate accounting records have been kept.
 

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 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.

the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the Directors' Report and from the requirement to prepare a Group Strategic Report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 5], 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 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.

 

NMSH Holdings Ltd

Independent Auditor's Report to the Members of NMSH Holdings Ltd

Auditor Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.

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

 

In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on the financial statements we have considered:

the results of enquiries of management and those in charged with governance of their assessment of the risks of fraud and irregularities;

the nature of the company, including its management structure and control systems (including the opportunity for management to override such controls);

management's incentives and opportunities for fraudulent manipulation of the financial statements including the company's remuneration and bonus policies and performance targets; and

the industry and environment in which it operates

 

We also considered UK tax legislation, laws and regulations relating to employment, pension legislation and the preparation and presentation of the financial statements such as the Companies Act 2006.

 

Based on this understanding, we identified the following matters as being of significance to the entity:

Laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, Company law, tax legislation and pension legislation and distributable profits regulation;

the timing of the recognition of income and correct calculation of accrued and deferred income

completeness of creditors

compliance with legislation relating to GDPR and health and safety

management bias in selecting accounting policies and determining estimates

inappropriate journal entries

manipulation of specific performance measures to meet remuneration targets

the valuation of stock ensuring it is recorded at the lower of cost and net realisable value

recoverability of debtors including retentions from customers; and

revenue cut off; and

the requirement to impair intangible and fixed asset investments.

 

NMSH Holdings Ltd

Independent Auditor's Report to the Members of NMSH Holdings Ltd

 

We have communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how fraud may occur in the entity, to all engagement team members.

Auditors’ procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of:

enquiries of management and those charged with the governance as to whether the entity complies with such laws and regulations;

enquiries with the same concerning any actual or potential litigation or claims;

discussion with the same regarding any known or suspected instances of non-compliance with laws and regulation and fraud;

inspection of relevant legal correspondence

assessment of matters reported to management and the result of the subsequent investigation

obtaining an understanding of the relevant controls and testing their operation during the period

obtaining an understanding of the policies and controls, including over the recognition of income and testing their implementation during the year;

review documentation relating to compliance with the regulations relating to GDPR, and Health and Safety.

challenging assumptions made by management in their specific accounting policies and estimates, in particular in relation to accounting for depreciation of tangible fixed assets; and impairment of investments

identifying and testing Journal entries, in particular any unusual journal entries and non-standard journal entries;

assessing the recovery of debtors, in the period since the balance sheet date and challenging assumptions made by the management regarding the recovery of balances which remain outstanding;

reviewing the financial statements for compliance with the relevant disclosure requirements

performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud

reviewing cut-off procedures and third-party evidence such as supplier statements to obtain confirmation of completeness of creditors

reviewing the minutes of Board meetings and correspondence with HMRC

evaluating the underlying business reasons for any unusual transactions; and

considered the implementation of controls during the year.

 

No instance of material non-compliance was identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that results from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

 

NMSH Holdings Ltd

Independent Auditor's Report to the Members of NMSH Holdings Ltd

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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.

......................................
Cécile Chabert (Senior Statutory Auditor)
For and on behalf of Thakur-Chabert Limited, Statutory Auditor

Suit 409-410
4th Floor, The Atrium
1 Harefield Road
Uxbridge
UB8 1EX

13 August 2024

 

NMSH Holdings Ltd

Consolidated Profit and Loss Account for the Period Ended 30 September 2023

Note

2023
£

Turnover

3

3,591,584

Cost of sales

 

(1,876,995)

Gross profit

 

1,714,589

Administrative expenses

 

(1,956,995)

Operating loss

5

(242,406)

Interest payable and similar expenses

6

(80,631)

Loss before tax

 

(323,037)

Tax on loss

10

(156,721)

Loss for the financial year

 

(479,758)

Profit/(loss) attributable to:

 

Owners of the company

 

(479,758)

The above results were derived from continuing operations.

The group has no recognised gains or losses for the year other than the results above.

 

NMSH Holdings Ltd

Consolidated Statement of Comprehensive Income for the Period Ended 30 September 2023

2023
£

Loss for the year

(479,758)

Unrealised gain on remeasuring equity interest held by acquirer to fair value following business combination

7,388,300

Total comprehensive income for the year

6,908,542

 

NMSH Holdings Ltd

(Registration number: 14237794)
Consolidated Balance Sheet as at 30 September 2023

Note

2023
£

Fixed assets

 

Intangible assets

11

3,915,562

Tangible assets

12

4,774,094

 

8,689,656

Current assets

 

Stocks

15

731,848

Debtors

16

1,928,143

Cash at bank and in hand

 

569,326

 

3,229,317

Creditors: Amounts falling due within one year

18

(1,874,283)

Net current assets

 

1,355,034

Total assets less current liabilities

 

10,044,690

Creditors: Amounts falling due after more than one year

18

(2,236,861)

Provisions for liabilities

20

(944,420)

Net assets

 

6,863,409

Capital and reserves

 

Called up share capital

22

70,700

Other reserves

23

7,388,300

Retained earnings

23

(595,591)

Equity attributable to owners of the company

 

6,863,409

Shareholders' funds

 

6,863,409

Approved and authorised by the Board on 13 August 2024 and signed on its behalf by:
 

.........................................
NJ Tollman
Director

 

NMSH Holdings Ltd

(Registration number: 14237794)
Balance Sheet as at 30 September 2023

Note

2023
£

Fixed assets

 

Investments

13

69,700

Current assets

 

Debtors

16

15,584

Cash at bank and in hand

 

195,956

 

211,540

Creditors: Amounts falling due within one year

18

(220,689)

Net current liabilities

 

(9,149)

Net assets

 

60,551

Capital and reserves

 

Called up share capital

22

70,700

Retained earnings

(10,149)

Shareholders' funds

 

60,551

The company made a profit after tax for the financial year of £105,684.
 

Approved and authorised by the Board on 13 August 2024 and signed on its behalf by:
 

.........................................
NJ Tollman
Director

 

NMSH Holdings Ltd

Consolidated Statement of Changes in Equity for the Period Ended 30 September 2023
Equity attributable to the parent company

Share capital
£

Other reserves
£

Retained earnings
£

Total
£

Total equity
£

Loss for the year

-

-

(479,758)

(479,758)

(479,758)

Dividends

-

-

(115,833)

(115,833)

(115,833)

New share capital subscribed

70,700

-

-

70,700

70,700

Other movements on reserves

-

7,388,300

-

7,388,300

7,388,300

At 30 September 2023

70,700

7,388,300

(595,591)

6,863,409

6,863,409

 

NMSH Holdings Ltd

Company Statement of Changes in Equity for the Period Ended 30 September 2023

Share capital
£

Retained earnings
£

Total
£

Profit for the year

-

105,684

105,684

Dividends

-

(115,833)

(115,833)

New share capital subscribed

70,700

-

70,700

At 30 September 2023

70,700

(10,149)

60,551

 

NMSH Holdings Ltd

Consolidated Statement of Cash Flows for the Period Ended 30 September 2023

Note

2023
£

Cash flows from operating activities

Loss for the year

 

(479,758)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

354,809

Loss from disposals of investments

4

100

Finance costs

6

80,631

Income tax expense

10

156,721

 

112,503

Working capital adjustments

 

Increase in stocks

15

(731,848)

Increase in trade debtors

16

(1,928,143)

Increase in trade creditors

18

1,436,905

Net cash flow from operating activities

 

(1,110,583)

Cash flows from investing activities

 

Cash on acquisition

 

(838,969)

Cash flows from financing activities

 

Interest paid

6

(80,631)

Proceeds from issue of ordinary shares, net of issue costs

 

70,700

Proceeds from bank borrowing draw downs

 

653,965

Payments to finance lease creditors

 

1,990,677

Dividends paid

(115,833)

Net cash flows from financing activities

 

2,518,878

Net increase in cash and cash equivalents

 

569,326

Cash and cash equivalents at 1 October

 

-

Cash and cash equivalents at 30 September

 

569,326

 

NMSH Holdings Ltd

Statement of Cash Flows for the Year Ended 30 September 2023

Note

2023
£

Cash flows from operating activities

Profit for the year

 

105,684

Adjustments to cash flows from non-cash items

 

Finance income

(90,000)

Income tax expense

10

29,597

 

45,281

Working capital adjustments

 

Increase in trade debtors

16

(15,584)

Increase in trade creditors

18

191,092

Net cash flow from operating activities

 

220,789

Cash flows from investing activities

 

Interest received

90,000

Acquisition of subsidiaries

13

(69,700)

Net cash flows from investing activities

 

20,300

Cash flows from financing activities

 

Proceeds from issue of ordinary shares, net of issue costs

 

70,700

Dividends paid

(115,833)

Net cash flows from financing activities

 

(45,133)

Net increase in cash and cash equivalents

 

195,956

Cash and cash equivalents at 1 October

 

-

Cash and cash equivalents at 30 September

 

195,956

 

NMSH Holdings Ltd

Notes to the Financial Statements for the Period Ended 30 September 2023

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
10 Cheyne Walk
Northampton
England
NN1 5PT

These financial statements were authorised for issue by the Board on 13 August 2024.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS102 requires the use of certain critical accounting estimates. It also requires the company management to exercise judgement in applying the Company's accounting policies.

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.

 

NMSH Holdings Ltd

Notes to the Financial Statements for the Period Ended 30 September 2023

Going concern

The financial statements have been prepared on a going concern basis. The directors report has further detail on going concern.

Judgements

In applying the Company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' best judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be appropriate.

Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

Key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The directors consider the following to be significant areas of judgement and key accounting estimates:

- Valuation of stock and stock provisions is an area of key accounting estimate. The entity's policy in relation to stock provisioning is therefore to provide for obsolete, slow moving and defective stock, and therefore ensure that stock is held at the most appropriate estimate of net realisable value;

- Depreciation of tangible fixed assets respectively are also key accounting estimates. Depreciation is estimated based upon the expected useful lives of the company's tangible fixed assets.

Revenue recognition

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on delivery of the goods).

Revenue is shown net of sales/value added tax, returns, rebates and discounts.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

 

NMSH Holdings Ltd

Notes to the Financial Statements for the Period Ended 30 September 2023

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Motor vehicles

25% straight line

Plant and machinery

7% to 25% on a straight line basis

Land

not depreciated

Buildings

over the lease terms on a straight line basis

Financed lease

over the length of the lease on a straight line basis

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

 

NMSH Holdings Ltd

Notes to the Financial Statements for the Period Ended 30 September 2023

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

Over 10 years

Investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

 

NMSH Holdings Ltd

Notes to the Financial Statements for the Period Ended 30 September 2023

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Invoice discounting facility

The company has an invoice discounting facility whereby substantially all of the benefits and risks of the debts are retained by the company. It is therefore appropriate to adopt a separate presentation whereby gross debts are included in the Balance sheet within debtors and a corresponding liability in respect of the proceeds received from the invoice discounting facilitator shown within secured liabilities. Discounting charges are recognised as they accrued and are included within bank charges and similar charges.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

 

NMSH Holdings Ltd

Notes to the Financial Statements for the Period Ended 30 September 2023

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments

Classification
The group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties and loans to related parties.

Debt instruments such as loans and other accounts receivable and payable are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method; Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However if the arrangements of a short-term instrument constitute a financing transaction, such as the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an outright short-term loan not at market rate, the financial asset or liability is measured, initially and subsequently, at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

 

 

NMSH Holdings Ltd

Notes to the Financial Statements for the Period Ended 30 September 2023

3

Turnover

The analysis of the group's turnover for the year from continuing operations is as follows:

2023
£

Sale of goods

3,591,584

The analysis of the group's turnover for the year by market is as follows:

2023
£

UK

3,560,071

Europe

31,513

3,591,584

 

NMSH Holdings Ltd

Notes to the Financial Statements for the Period Ended 30 September 2023

4

Other gains and losses

The analysis of the group's other gains and losses for the year is as follows:

2023
£

Loss from disposals of investments

(100)

5

Operating loss

Arrived at after charging/(crediting)

2023
£

Depreciation expense

207,634

Amortisation expense

147,175

Operating lease expense - plant and machinery

12,974

6

Interest payable and similar expenses

2023
£

Interest on bank overdrafts and borrowings

47,792

Other finance costs

32,839

80,631

7

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2023
£

Wages and salaries

746,723

Social security costs

71,430

Pension costs, defined contribution scheme

18,312

Other employee expense

845

837,310

 

NMSH Holdings Ltd

Notes to the Financial Statements for the Period Ended 30 September 2023

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2023
No.

Production

56

Administration and support

15

Sales, marketing and distribution

2

73

8

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
£

Remuneration

24,009

In respect of the highest paid director:

2023
£

Remuneration

24,009

9

Auditors' remuneration

2023
£

Audit of these financial statements

12,200


 

10

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2023
£

Current taxation

UK corporation tax

29,597

Deferred taxation

Arising from origination and reversal of timing differences

127,124

Tax expense in the income statement

156,721

 

NMSH Holdings Ltd

Notes to the Financial Statements for the Period Ended 30 September 2023

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK of 25%.

The differences are reconciled below:

2023
£

Loss before tax

(323,037)

Corporation tax at standard rate

(80,759)

Tax increase from effect of capital allowances and depreciation

88,533

Effect of tax losses

21,823

Deferred tax expense relating to changes in tax rates or laws

127,124

Total tax charge

156,721

Factors that may affect future tax charges

In the latest budget, the UK Government announced that from 1 April 2023 the main corporation tax rate would increase from 19% to 25%. This new law was substantively enacted on 11 March 2021. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.

11

Intangible assets

Group

Goodwill
 £

Total
£

Cost or valuation

Additions acquired separately

4,062,737

4,062,737

At 30 September 2023

4,062,737

4,062,737

Amortisation

Amortisation charge

147,175

147,175

At 30 September 2023

147,175

147,175

Carrying amount

At 30 September 2023

3,915,562

3,915,562


Note 14, Business combinations, includes the details of the acquisition during the year and the calculation of the goodwill value shown above.

 

NMSH Holdings Ltd

Notes to the Financial Statements for the Period Ended 30 September 2023

12

Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Motor vehicles
 £

Plant and machinery
£

Total
£

Cost or valuation

Additions

1,549,184

84,890

10,926

3,336,728

4,981,728

At 30 September 2023

1,549,184

84,890

10,926

3,336,728

4,981,728

Depreciation

Charge for the year

13,513

22,376

1,343

170,402

207,634

At 30 September 2023

13,513

22,376

1,343

170,402

207,634

Carrying amount

At 30 September 2023

1,535,671

62,514

9,583

3,166,326

4,774,094

Included within the net book value of land and buildings above is £1,400,000 in respect of freehold land and buildings and £135,671 in respect of long leasehold land and buildings.
 

 

NMSH Holdings Ltd

Notes to the Financial Statements for the Period Ended 30 September 2023

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

2023
£

Plant and machinery

2,999,549

 

13

Investments

Company

2023
£

Investments in subsidiaries

69,700

Subsidiaries

£

Cost or valuation

Additions

69,700

Carrying amount

At 30 September 2023

69,700

 

NMSH Holdings Ltd

Notes to the Financial Statements for the Period Ended 30 September 2023

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2023

Subsidiary undertakings

Pro Print Group Cartons Limited

7B Morris Close
Park Farm Industrial Estate
Wellingborough
Northants
NN8 6XF

Ordinary Ordinary A

100%
100%

Subsidiary undertakings

Pro Print Group Cartons Limited

The principal activity of Pro Print Group Cartons Limited is that of printing and packaging.

 

NMSH Holdings Ltd

Notes to the Financial Statements for the Period Ended 30 September 2023

14

Business combinations

On 16 May 2023, NMSH Holdings Limited acquired 100% of the issued share capital of Pro Print Group Cartons Limited , obtaining control.


100% was acquired for a fair value of consideration amounted to £7,458,000.

With associated professional fees, the total fair value of the consideration was £7,458,000. The fair value of the net assets acquired on the date of acquisition amounted to £3,900,039 resulting in a goodwill of £3,557,961.

The profit after tax of the subsidiary from 1st October 2022 up to the date of acquisition was £790,209. The reserves as at 1 October 2022 were £2,224,925.

At the date of acquisition, Pro Print Group Cartons Limited owned Propertex Limited 100%. At the time of acquisition this comapny had no profit or reserves other than £100 of share capital.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:

 

Book value
2023
£

Fair value
2023
£

Assets and liabilities acquired

Financial assets

2,230,446

2,669,253

Stocks

1,065,844

1,065,844

Tangible assets

4,438,199

4,974,297

Financial liabilities

(4,809,355)

(4,809,355)

Total identifiable assets

2,925,134

3,900,039

Goodwill

3,557,961

3,557,961

Total consideration

6,483,095

7,458,000

Satisfied by:

Fair value of acquisition

7,458,000

7,458,000

Cash flow analysis:

Cash consideration

69,700

69,700

The useful life of goodwill is 10 years.

 

NMSH Holdings Ltd

Notes to the Financial Statements for the Period Ended 30 September 2023

15

Stocks

 

Group

Company

2023
£

2023
£

Raw materials and consumables

516,519

-

Work in progress

81,934

-

Finished goods and goods for resale

133,395

-

731,848

-

16

Debtors

 

Group

Company

Current

2023
£

2023
£

Trade debtors

1,821,871

-

Other debtors

82,128

15,584

Prepayments

24,144

-

 

1,928,143

15,584

17

Cash and cash equivalents

 

Group

Company

2023
£

2023
£

Cash at bank

529,639

195,956

Other cash and cash equivalents

39,687

-

569,326

195,956

 

NMSH Holdings Ltd

Notes to the Financial Statements for the Period Ended 30 September 2023

18

Creditors

   

Group

Company

Note

2023
£

2023
£

Due within one year

 

Loans and borrowings

24

407,781

-

Trade creditors

 

1,007,891

28,509

Amounts due to related parties

26

3,660

151,487

Social security and other taxes

 

243,729

11,096

Outstanding defined contribution pension costs

 

13,515

-

Other payables

 

61,817

-

Accruals

 

106,293

-

Income tax liability

10

29,597

29,597

 

1,874,283

220,689

Due after one year

 

Loans and borrowings

24

2,236,861

-

19

Financial instruments

Group

Categorisation of financial instruments

2023
 £

Financial assets measured at fair value through profit or loss

569,326

Financial assets that are debt instruments measured at amortised cost

1,928,143

Financial liabilities measured at amortised cost

4,077,747

Financial assets measured at fair value through profit and loss comprises cash at bank.

Financial assets that are debt instruments measured at amortised cost comprise trade debtors and other debtors.

Financial liabilities measured at amortised cost comprise trade creditors, other creditors, loans and borrowings, related party transactions and pension liabilities.

 

NMSH Holdings Ltd

Notes to the Financial Statements for the Period Ended 30 September 2023

20

Provisions for liabilities

Group

Deferred tax
£

Total
£

Increase (decrease) in existing provisions

127,124

127,124

Increase (decrease) from transfers and other changes

817,296

817,296

At 30 September 2023

944,420

944,420

21

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £18,312.

Contributions totalling £13,515 were payable to the scheme at the end of the year and are included in creditors.

22

Share capital

Allotted, called up and fully paid shares

2023

No.

£

Ordinary A shares of £1 each

700

700

Ordinary C shares of £1 each

70,000

70,000

70,700

70,700

New shares allotted

During the year 700 Ordinary A shares having an aggregate nominal value of £700 were allotted for an aggregate consideration of £700. as part of a group restructure.

During the year 69,000 Ordinary C shares having an aggregate nominal value of £69,000 were allotted for an aggregate consideration of £69,000. as part of a group restructure.

 

NMSH Holdings Ltd

Notes to the Financial Statements for the Period Ended 30 September 2023

23

Reserves

Group

Profit and loss reserve

The profit and loss account represents the accumulated profits, losses and distributions of the group.

Other reserve

The other reserves arise on the acquistion of the company's and represent the Fair Value of the consideration.

24

Loans and borrowings

Non-current loans and borrowings

 

Group

Company

2023
£

2023
£

Bank borrowings

653,965

-

Hire purchase contracts

1,582,896

-

2,236,861

-

Current loans and borrowings

 

Group

Company

2023
£

2023
£

Hire purchase contracts

407,781

-

Group

Included in the loans and borrowings are the following amounts due after more than five years:

2023
£

After more than five years by instalments

912,900

25

Dividends

2023

£

Interim dividend of £1.638 per ordinary share

115,833

 
 

NMSH Holdings Ltd

Notes to the Financial Statements for the Period Ended 30 September 2023

26

Related party transactions

During the year the group traded with Pro Print Group Labels Limited (PPGLL), a company owned 50% by Mr N Tollman.

The company also transacted with C & P Property Estates Limited, a company also owned 50% by Mr N Tollman.

C&P Property Estates Limited owns a property leased by the company and during the year, rent and service charges of £.31,831 (2022 - £31,829) were made.

At the year end the amount owed from C&P Property Estates Limited was £nil (2022 - £48,824).

Ultimate controlling party

At the balance sheet date, Mr N Tollman is considered to be the ultimate controlling party by virtue of his shareholding.