Company Registration No. 14525102 (England and Wales)
H H B COMMUNICATIONS HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
H H B COMMUNICATIONS HOLDINGS LIMITED
COMPANY INFORMATION
Directors
IP Jones
(Appointed 6 December 2022)
SB Fenby
(Appointed 12 July 2023)
S Lamb
(Appointed 12 July 2023)
Company number
14525102
Registered office
Vinces Road
Diss
Norfolk
IP22 4YT
Auditor
Rickard Luckin Limited
1st Floor
County House
100 New London Road
Chelmsford
Essex
CM2 0RG
H H B COMMUNICATIONS HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Income statement
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 19
H H B COMMUNICATIONS HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the period ended 31 December 2023.

Review of the business

The company is a holding company and is therefore dependent on the trade of its subsidiary, HHB Communications Limited.

 

The company was incorporated on 6 December 2022. During the period, a group reconstruction was undertaken resulting in the company acquiring HHB Communications Limited via a dividend in specie.

 

Subsequently, during the period, all the shares in this company were acquired by Midwich Limited, an AIM listed business, on 12th July 2023.

Principal risks and uncertainties

Treasure operations and financial instruments

 

The directors regularly review the financial requirements of the company and the risks associated therewith. The company depends upon the support of its subsidiary, HHB Communications Limited and its parent company, Midwich Limited, to provide financial support to this company as required.

 

Liquidity risk

 

The company manages its cash and borrowing requirements through the support of the group in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.

 

Credit risk

 

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which mist fulfil credit rating criteria approved by the board.

Key performance indicators

The board and management use the following key performance indicators to monitor the success of the business:

 

Loss for the period - £148,250

 

Net assets - £23,851,750

Section 172 (1) statement

From the perspective of the Board of the Company, as a result of the Group (Midwich Group plc) governance structure, the matters that it is responsible for considering under Section 172 (1) of the Companies Act 2006 (‘s172’) have been considered to an appropriate extent by the Board at H H B Communications Holdings Limited in relation both to the Group and to the Company. The Board has also considered all relevant matters where appropriate. To the extent necessary for an understanding of the development, performance and position of the entity, the Board have considered that they have acted in the way they consider would be most likely to promote the success of the Company for the benefit of all its stakeholders whilst taking into account the impact of business decisions on the stakeholders. Positive communication and engagement with key stakeholder groups such as but not limited to employees, customers, and suppliers is of paramount importance for the success of the Company and is carefully considered within the implementation of the Company’s strategy. In addition, an explanation of how the Group Board has considered the matters set out in s172 (for the Group and for the Company) is set out in the Group’s annual report, which does not form part of this report.

H H B COMMUNICATIONS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -

On behalf of the board

.............................................
IP Jones
Director
4 September 2024
H H B COMMUNICATIONS HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -

The directors present their annual report and financial statements for the period ended 31 December 2023.

Principal activities

The principal activity of the company is that of a holding company.

 

Results and dividends

The results for the period are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

IP Jones
(Appointed 6 December 2022)
SB Fenby
(Appointed 12 July 2023)
S Lamb
(Appointed 12 July 2023)
P Christensen
(Appointed 6 January 2023 and resigned 12 July 2023)
SR Angel
(Appointed 6 January 2023 and resigned 12 July 2023)
Auditor

Rickard Luckin Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

H H B COMMUNICATIONS HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 4 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
..............................................
IP Jones
Director
4 September 2024
H H B COMMUNICATIONS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF H H B COMMUNICATIONS HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of H H B Communications Holdings Limited (the 'company') for the period ended 31 December 2023 which comprise the income statement, the statement of financial position, the statement of changes in equity 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 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The 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:

H H B COMMUNICATIONS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF H H B COMMUNICATIONS HOLDINGS LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Capability of the audit in detecting irregularity, including fraud

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.

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our: general commercial and sector experience; through verbal and written communications with those charged with governance and other management; and via inspection of the company’s regulatory and legal correspondence.

We discussed with those charged with governance and other management the policies and procedures regarding compliance with laws and regulations.

We communicated identified laws and regulations to our team and remained alert to any indicators of non-compliance throughout the audit, we also specifically considered where and how fraud may occur within the company.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the company is subject to laws and regulations that directly affect the financial statements, including: the company’s constitution, relevant financial reporting standards; company law; tax legislation and distributable profits legislation and we assess the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

H H B COMMUNICATIONS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF H H B COMMUNICATIONS HOLDINGS LIMITED
- 7 -

Secondly the company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on the amounts or disclosures in the financial statements, for instance through the imposition of fines and penalties, or through losses arising from litigations. We identified the following areas as those most likely to have such an affect: data protection legislation; anti-bribery and anti-corruption legislation.

ISAs (UK) limit the required procedures to identify non-compliance with these laws and regulations and no procedures over and above those already noted are required. These limited procedures did not identify any actual or suspected non-compliance with laws and regulations that could have a material impact on the financial statements.

In relation to fraud, we performed the following specific procedures in addition to those already noted:

These procedures did not identify any actual or suspected fraudulent irregularity that could have a material impact on the financial statements.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with ISAs (UK). For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the procedures that we are required to undertake would identify it. In addition, as with any audit, there remains a high risk of non-detection of irregularities, as these might involve collusion, forgery, intentional omissions, misrepresentation, or the override of internal controls. We are not responsible for preventing non-compliance with laws and regulations or fraud, and cannot be expected to detect non-compliance with all laws and regulations or every incidence of fraud.

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.

H H B COMMUNICATIONS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF H H B COMMUNICATIONS HOLDINGS LIMITED
- 8 -

Use of our report

This report is made solely to the company’s member 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 member, those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Amit Popat (Senior Statutory Auditor)
For and on behalf of Rickard Luckin Limited
5 September 2024
Chartered Accountants
Statutory Auditor
1st Floor
County House
100 New London Road
Chelmsford
Essex
CM2 0RG
H H B COMMUNICATIONS HOLDINGS LIMITED
INCOME STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 9 -
Period
ended
31 December
2023
Notes
£
Revenue
-
Administrative expenses
(148,250)
Exceptional item
3
(24,000,000)
Operating loss
(24,148,250)
Investment income
5
24,000,000
Loss before taxation
(148,250)
Tax on loss
6
-
0
Loss and total comprehensive income for the financial period
(148,250)
H H B COMMUNICATIONS HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
2023
Notes
£
£
Non-current assets
Investments
7
24,000,000
Current liabilities
9
(148,250)
Net current liabilities
(148,250)
Net assets
23,851,750
Equity
Called up share capital
11
24,000,000
Retained earnings
(148,250)
Total equity
23,851,750
Under Section 454 of the Companies Act 2006, on a voluntary basis, the directors can amend these financial statements if they are subsequently proved to be defective.
The financial statements were approved by the board of directors and authorised for issue on 4 September 2024 and are signed on its behalf by:
..............................................
IP Jones
Director
Company registration number 14525102 (England and Wales)
H H B COMMUNICATIONS HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 11 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 6 December 2022
-
-
-
Period ended 31 December 2023:
Loss and total comprehensive income
-
(148,250)
(148,250)
Transactions with owners:
Issue of share capital
11
29,650,000
-
29,650,000
Reduction in shares
11
(5,650,000)
-
0
(5,650,000)
Balance at 31 December 2023
24,000,000
(148,250)
23,851,750
H H B COMMUNICATIONS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 12 -
1
Accounting policies
Company information

H H B Communications Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Vinces Road, Diss, Norfolk, IP22 4YT. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Reporting period

The financial statements are presented for an 13 month period to bring the period end date in line with its new parent company, Midwich Limited and the Midwich Group.

1.2
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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 principal accounting policies adopted are set out below.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

Where required, equivalent disclosures are given in the group accounts of Midwich Group plc. The group accounts of Midwich Group plc are available to the public and can be obtained as set out in note 13.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

H H B Communications Holdings Limited is a wholly owned subsidiary of Midwich Limited and the results of H H B Communications Holdings Limited are included in the consolidated financial statements of Midwich Group Plc which are available from Vinces Road, Diss, Norfolk. IP22 4YT.

1.3
Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany 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.

H H B COMMUNICATIONS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
1.4
Non-current investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

1.5
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

H H B COMMUNICATIONS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

 

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.6
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

H H B COMMUNICATIONS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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 when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.9

Exceptional items

Income and expenses classified as exceptional are shown separately on the face of the profit and loss account. Income and expenses are treated as exceptional in nature if they are significant one off income and expenses and are not expected to reoccur.

2
Critical accounting estimates and judgements

In the application of the company’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, 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.

It is the opinion of the directors that there are no significant judgements or estimates within these financial statements.

3
Exceptional items
2023
£
Expenditure
Fixed asset impairment
24,000,000

As set out in note 7, a subsidiary was distributed up to this company via a dividend in specie at its fair value. Therefore the cost of investments in group companies was impaired back down to the fair value of the group at that date.

H H B COMMUNICATIONS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 16 -
4
Employees

There were three directors and no employees for the period.

5
Investment income
2023
£
Other income from investments
Dividends received
24,000,000

As set out in note 7, Old Oak Common Holdings Limited distributed its wholly owned subsidiary to this company via a dividend in specie at its fair value.

6
Taxation
2023
£

The charge for the period can be reconciled to the loss per the income statement as follows:

2023
£
Loss before taxation
(148,250)
Expected tax credit based on a corporation tax rate of 19.00%
(28,168)
Effect of expenses not deductible in determining taxable profit
28,168
Taxation charge for the period
-
7
Investments
Current
Non-current
2023
2023
£
£
Investments in subsidiaries
-
24,000,000
Fair value of financial assets carried at amortised cost

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

H H B COMMUNICATIONS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
7
Investments
(Continued)
- 17 -

During the period, the company acquired Old Oak Common Holdings Limited in a share for share exchange for the issue of 29,649,999 ordinary shares of £1 each.

 

Following the acquisition of Old Oak Common Holdings Limited, this subsidiary distributed via a dividend in specie, its wholly owned subsidiary, HHB Communications Limited to this company at a fair value of £24,000,000. The investment in the group was then impaired back to its original acquisition value by this amount.

 

Subsequently, Old Oak Common Holdings Limited was demerged from the group via a cancellation of the B ordinary shares of £5,650,000.

Movements in non-current investments
Shares in subsidiaries
£
Cost or valuation
At 6 December 2022
-
Additions
53,650,000
Disposal of investment
(29,650,000)
At 31 December 2023
24,000,000
Impairment
At 6 December 2022
-
Impairment losses
(24,000,000)
Disposals
24,000,000
At 31 December 2023
-
Carrying amount
At 31 December 2023
24,000,000

HSBC Corporate Trustee Company (UK) Limited has a fixed and floating charge over all the property or undertaking of the company.

8
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
HHB Communications Limited
Vinces Road, Diss, Nolfolk, IP22 4YT
Ordinary
100.00
-
HHB Limited
Vinces Road, Diss, Norfolk, IP22 4YT
Ordinary
-
100.00
Source Distribution Limited
Vinces Road, Diss, Norfolk, IP22 4YT
Ordinary
-
100.00
H H B COMMUNICATIONS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 18 -
9
Liabilities
2023
Notes
£
Trade and other payables
10
148,250
10
Trade and other payables
2023
£
Amounts owed to subsidiary undertakings
148,250
11
Share capital
2023
2023
Ordinary share capital
Number
£
Authorised
Ordinary of £1 each
24,000,000
24,000,000
Issued and fully paid
Ordinary of £1 each
24,000,000
24,000,000
Reconciliation of movements during the period:
Ordinary
Ordinary A
Ordinary B
Number
Number
Number
Issue of shares on incorporation
1
-
-
Issue of shares
29,649,999
-
-
Reclassification of shares
(29,650,000)
24,000,000
5,650,000
Reduction of shares upon demerger
-
-
(5,650,000)
Second reclassification of shares
24,000,000
(24,000,000)
-
At 31 December 2023
24,000,000
-
-

As set out in note 7, 29,649,999 ordinary shares were issued in a share for share exchange for the acquisition of Old Oak Common Holdings Limited.

 

The share capital of the company was redesignated as 24,000,000 ordinary A shares of £1 each and 5,650,000 ordinary B shares of £1 each.

 

5,650,000 ordinary B shares of £1 each were cancelled. These shares were cancelled as par of a demerger of Old Oak Common Holdings Limited from the company.

 

The 24,000,000 ordinary A shares of £1 each were subsequently reclassified as ordinary shares.

H H B COMMUNICATIONS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
(Continued)
- 19 -
12
Related party transactions

The company has taken the exemption as permitted FRS 101 to take advantage of not disclosing related party transactions entered into between two or more members of the group.

 

As at 31 December 2023, the company owed a subsidiary company £148,250.

13
Controlling party

During the year the company was acquired by Midwich Group and the ultimate parent company at the period end is Midwich Group plc, a company registered in England and Wales. The registered office of the ultimate parent company is Vinces Road, Diss, Norfolk, United Kingdom, IP22 4YT.

 

Midwich Group plc is the parent undertaking of the largest and smallest group which prepares group financial statements and copies can be obtained from the Registrar of Companies, Companies House, Maindy, Cardiff, CF14 3UZ.

 

For the current period there is no ultimate controlling party.

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