The directors present the strategic report for the year ended 31 March 2023.
The group trades as a full service, waste management business from three licenced properties in Bristol, Gloucestershire and Oxfordshire. It also owns its own landfill site, based in Somerset. All properties are freehold and owned by the Group.
In July 2022 the Group completed its largest acquisition to date, namely Hughes and Salvidge Waste Management Ltd (‘H&S’). This effectively doubled the size of the Group and brought new licenced properties in Tetbury (8.8 acres) and in Wantage (1.11 acres).The purchase price was £10.75m, with £10.025m being paid at, or shortly after, completion and the balance of £750k being payable over five years. The purchase price was based on the cash balances held by H & S at completion, its freehold properties and a multiple of its historic EBITDA. The acquisition was funded from the Group’s own resources, and new funding provided by Shawbrook Bank.
Additionally, the Group acquired MM Property Assets Limited from the directors for £900k and which was satisfied by a loan note. The purchase price was based on the net asset value of the company.
Post acquisition the profitability of the Tetbury site turned out to be less than indicated during the due diligence process. Turnover was as expected however direct costs were exceptional and the acquired properties turned out to be under insured for the waste management activities in place. Historic, and inherited, management control and direction were lacking which consequently compounded the problem for a further 6 months post-acquisition and impacted the timing of operational synergies. Additionally, the financial controller of H & S sadly passed away shortly before completion.
The directors of McCarthy Marland (Recycling) Ltd made a number of personnel changes during the early months of 2023 to secure control of direct costs and eliminated some of the old working practices. Consequently, the planned rationalisation and synergies of the combined businesses took longer than expected to implement, which impacted negatively on profitability during the year. Residual waste disposal costs during the year increased because a third-party disposal route changed hands. However, to mitigate this, waste processing techniques have been improved to establish greater segregation of recyclates from residual waste. This adjustment has restored the reliability of sustainable operating margins.
Net debt was £9.94m at 31st March, 2023 and, at the date of this report it has reduced to £8.57m. It will further reduce by circa £800k on the sale of the two properties referred to above and is projected to reduce to circa £7m by 31st March 2025. This will reduce the ratio of net debt to EBITDA to circa 2 times, which is within our target range.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2023.
Ordinary dividends were paid amounting to £282,600. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Qualified opinion on financial statements
We have audited the financial statements of McCarthy Marland Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for qualified opinion
As stated in note 2 a critical judgement is required in determining the fair values of assets, liabilities and contingent liabilities acquired through business combinations. As stated in note 26, on 29 July 2022 the group acquired the issued share capital of McCarthy Marland H1 Limited (formerly Hughes & Salvidge Waste Management Ltd) and all its subsidiaries. Accounting records and documentation relating to the period ended 30 June 2022 have been lost or misplaced. Given this we were unable to determine whether any adjustments might be required to the fair values of the business acquired, and therefore obtain sufficient appropriate evidence to support the value of the Goodwill included within these financial statements. The carrying value of goodwill pertaining to the acquisition of McCarthy Marland H1 Limited is £3,632,761 (2022: £nil).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.
The following laws and regulations were identified as being of significance to the entity:
Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, company law, tax and pension legislation.
Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include environmental regulations and health and safety legislation.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.
No instances of material non-compliance were 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 result 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).
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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.
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £417,315 (2022 - £220,562 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
McCarthy Marland Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 82 St John Street, London, EC1M 4JN.
The group consists of McCarthy Marland Limited and all of its subsidiaries (note 15)
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’: Interest income/expense and net gains/losses for each category of financial instrument;
The consolidated group financial statements consist of the financial statements of the parent company McCarthy Marland Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 March 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover represents amounts receivable for waste services provided, net of VAT and trade discounts. Turnover is recognised in the financial statements when the waste service is provided to the customer.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
In the parent company financial statements, investments 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 group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, 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.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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 leased asset are consumed.
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.
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.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Judgement is required in determining the fair value of assets, liabilities and contingent liabilities acquired through business combinations. The fair value of assets, liabilities and contingent liabilities acquired through business combinations is disclosed in note 26.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Estimation is required in determining the useful lives of such assets and their residual values. The amortisation and depreciation charge is sensitive to changes in the estimated useful economic lives of such assets. The carrying value of intangible assets and tangible assets is disclosed in notes 12 and 13 respectively.
A discount rate of 6% per annum has been used to determine the present value of deferred consideration. The carrying value of deferred consideration is sensitive to changes in the discount rate used. The carrying value of deferred consideration is disclosed in note 21.
Estimation is required in determining the costs required to restore the Whiscombe Hill Landfill Site upon the group ceasing to use it. The level of costs expected are uncertain. Management have estimated that ongoing leachate management will not be required beyond 30 years of the landfill site closing and that environmental and pollution monitoring and control will not be require beyond 20 years of the site closing. The Whiscombe Hill Landfill Site is estimated to close in 2036. The carrying value of the provisions is disclosed in Note 22.
All turnover arises in the UK and relates to the principal activity of the group.
Included with turnover is an amount of £8,720,251 (2022: £7,902,543) derived from the Bristol site. Turnover derived from the Tetbury and Wantage sites amounted to £7,479,688 (2022: £12,257,630).
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual (credit)/charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
Goodwill includes goodwill on the acquisition of the subsidiaries, McCarthy Marland (Recycling) Limited and Westcombe Waste Limited. The carrying amount of goodwill is £36,616 (2022: £57,816) and has a remaining amortisation period of 1.75 years
Goodwill additions relate to goodwill recognised on the acquisition of the subsidiary, McCarthy Marland H1 Limited (formerly Hughes & Salvidge Waste Management Limited). The carrying amount of goodwill is £3,632,761 (2022: £nil) and has a remaining amortisation period of 9.25 years.
Negative goodwill relates to acquisition of the subsidiary, MM Property Assets Limited. The carrying amount of negative goodwill is £nil (2022: £nil).
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
The hire purchase liability is secured over the assets to which it belongs.
The investment property balance relates to properties based in the United Kingdom. These properties are used by the group for trading purposes.
The fair value of the investment property has been determined based on valuations made by a RICS certified surveyor, who is independent from the group and its directors.
Details of the company's subsidiaries at 31 March 2023 are as follows:
Registered office addresses (all UK unless otherwise indicated):
The companies listed below are exempt from the requirements of UK Companies Act 2006 relating to the audit of individual financial statements by virtue of section 479A of the Act. The company has provided the subsidiaries listed below with a guarantee under section 479C of the Act thereby undertaking to guarantee all outstanding liabilities to which the subsidiary is subject to at the end of the financial period:
Included within other creditors is £994,024 (2022: £nil) of funds owed by the group in relation to a receivables facility with Shawbrook Bank Limited. Fixed and floating charges over all property and assets of the group are held by Shawbrook Bank Limited.
Finance lease payments represent rentals payable by the group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 2 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
On 17th June 2022, the entire share capital of MM Property Assets Limited was acquired by the group in exchange for £900,000 of loan notes. At the balance sheet date, the carrying value of these loan notes is £900,000 (2022: £nil) and they are included within loans from directors above. The loan notes are unsecured and interest is payable on the loan notes at a fixed rate of 7% per annum.
Included within other borrowings is a balance of £150,000 (2022: £150,000) owed to the vendor. Interest is due on the loan at a rate of 6% per annum.
Deferred consideration relates to loan notes payable in annual installments until July 2027. Deferred consideration has been measured at present value using a discount rate of 6% per annum. A fixed charge over properties owned by MM Property Assets Limited are held by the noteholder. The deferred consideration payments are guaranteed by MM Property Assets Limited, a subsidiary of the group.
The following amounts are included within Bank loans:
Bank loans of £1,936 (2022: £42,094) have been provided to the subsidiary, Westcombe Waste Limited, under the Coronavirus Business Interruption Loan Scheme. The loan is repayable in instalments over 4 years.
At the balance sheet date, the company owed £6,601,848 (2022:£nil) to Shawbrook Bank Limited for the provision of a loan facility. Interest is due on the loan at a rate of 6.5% per annum and monthly repayments of £19,209.04 are due, starting from February 2023.A fixed and floating charge against all property and assets of the group are held by Shawbrook Bank Limited for the provision of the facility.
At the balance sheet date, the company owed £3,100,260 (2022: £nil) to Shawbrook Bank Limited for the provision of a cashflow loan facility. Interest is due on the loan at a rate of 7.25% per annum and monthly repayments of £61,111.11 are due starting from February 2023. A fixed and floating charge against all property and assets of the group are held by Shawbrook Bank Limited for the provision of the facility.
A provision has been included for the anticipated costs of restoring the Whiscombe Hill Landfill site. A number of uncertain factors can impact the actual costs incurred, such factors include the impact of changes in environmental regulation and climate change. The provision compromises managements best estimate of the financial effects of these uncertain factors, but future changes in any of the estimates could materially impact the aftercare and site restoration provision.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Ordinary shares and B Ordinary shares rank pari passu in all respects save that the directors may recommend and pay a dividend on one class of shares and not the other, and vice versa.
On 29 July 2022 the group acquired 100% of the issued capital of McCarthy Marland H1 Limited and McCarthy Marland H2 Limited.
On 17 June 2022 the group acquired 100% of the issued capital of MM Property Assets Limited.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The group has taken advantage of the exemption available in FRS 102 section 33 "Related party disclosures" whereby it has not disclosed transactions with any wholly owned subsidiary undertakings of the group.
Group
At the balance sheet date, the group owed £81,065 (2022: £53,065) to A P D Marland, a director of the company. The amount owed is included within other creditors. The loan is interest free and repayable on demand.
At the balance sheet date, the group owed £82,628 (2022: £16,628) to K D McCarthy, a director of the company. The amount owed is included within other creditors. The loan is interest free and repayable on demand.
At the balance sheet date, £12,326 (2022: £12,326) was owed by McCarthy Property Services Limited, a related party by virtue of common control. This balance is included within other debtors.
Company
At the balance sheet date, the company owed £3,065 (2022: £3,065) to A P D Marland, a director of the company. The amount owed is included within other creditors. The loan is interest free and repayable on demand.
At the balance sheet date, the company owed £16,628 (2022: £16,628) to K D McCarthy, a director of the company. The amount owed is included within other creditors. The loan is interest free and repayable on demand.
At the balance sheet date, the company and group owed an additional £900,000 (2022: £nil) to the directors of the company in relation to loans notes exchanged for 100% of the share capital in MM Property Assets Limited. The loan notes are unsecured and interest is payable on the loan notes at a fixed rate of 7% per annum.