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Registered number: 14236520












JML HOLDCO LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 

JML HOLDCO LTD

CONTENTS



Page
Company information
 
1
Group strategic report
 
2 - 6
Directors' report
 
7 - 9
Directors' responsibilities statement
 
10
Independent auditor's report
 
11 - 14
Consolidated profit and loss account
 
15
Consolidated statement of comprehensive income
 
16
Consolidated balance sheet
 
17
Company balance sheet
 
18
Consolidated statement of changes in equity
 
19
Company statement of changes in equity
 
20
Consolidated statement of cash flows
 
21 - 22
Notes to the financial statements
 
23 - 47


 

JML HOLDCO LTD
 
COMPANY INFORMATION


Directors
J A D Mills 
K J Daly 
L Angel 
D H Grier 
B Keogh 
S D Tebble 




Registered number
14236520



Registered office
610 Chiswick High Road

London

England

W4 5RU




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

JML HOLDCO LTD
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present the strategic report and consolidated financial statements for the year ended 31 December 2023.
The company was incorporated on 15 July 2022 and through a share for share exchange, acquired the entire share capital of John Mills Limited ("JML") on 25 August 2022.
The principal activity of the company during the year was that of a holding company. The company did not trade and made neither a profit nor a loss during the year or the prior year. The principal activity of JML and its subsidiaries  during the year were that of distribution of consumer products via UK & Ireland Retail, through international partners and direct-to-consumer.
The group financial statements have been prepared using the merger accounting method and present the results of the group as if it had existed throughout the current and comparative period.

Page 2

 

JML HOLDCO LTD

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Business review
 
During 2023 the group experienced inflationary pressures and a 17.1% decline in revenues. To ensure the business remained strong, management implemented a programme to reduce product buying prices and cut employee costs. Despite this, the business produced a loss for the year.  
In December 2022 Industex SL, a Spanish company with a similar business model purchased 20% of JML Holdco’s equity.  The two companies have since been developing a strategic alliance to combine product sourcing resources and leverage synergies.  Benefits of this partnership during 2023 were primarily margin improvements and reduced staff overheads.  New products introduced by Industex SL have been market tested and refined for UK requirements and will enhance JML’s revenues during 2024 and beyond.
UK Retail distribution, JML’s biggest revenue stream also experienced a 15% decline in 2023.  The demise of Wilko, JML’s second biggest customer, due to administration, had a substantial impact.  Meanwhile, distributors around the world operated in a highly challenging economic environment thus affecting JML’s International revenues.  Reduced consumer disposable income, a consequence of the UK cost-of-living crisis was compounded by a dearth of successful new product launches.  These factors negatively impacted sales in all areas of the business including direct to consumer which had seen record online growth during the Covid era.
Double digit inflation in numerous parts of the business created a very challenging environment throughout 2023.  Management were able to reduce overheads in some areas, however overall the cost base did not fall commensurately with income.  The improvement in margins helped mitigate the company’s losses.
Despite trading losses, the group’s borrowing throughout the year was close to historically low levels with expenditure and working capital successfully managed.
The company has continued to invest in product development and the volume of new launches has increased.  Management is therefore optimistic that the organisation is well placed to increase revenues as a result of these investments. 
The core strategy of JML has remained central to future growth. That is, developing innovative consumer products, or licensing them from third parties, and then using video to market them online, in store and on TV under the JML brand and other subsidiary brands. Many of JML’s products are in categories that have proved to be very popular with consumers who spend more time at home due to flexible working.
UK direct to consumer revenues continue to be substantially higher than pre-pandemic levels. The business has however reduced staff numbers in ecommerce and social media departments in favour of commissioning outside agencies. The intention is to improve digital marketing and drive sales growth online. Expanded UK retail distribution is being sought and additional space in key retailers is also important for increased revenues. Internationally, a strategy remains which targets revenue through partners already in place in over 50 territories.
Organic growth is being targeted via the core JML brand online, in retail and via the international distribution partners. Incremental revenues are being planned through the launch of business units that promote new product ranges under separate distinct brands that appeal to different groups of consumers. The intention is to add revenue whilst leveraging existing infrastructure, customer base and expertise.

Page 3

 

JML HOLDCO LTD

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
Global shipping costs increased dramatically in 2021 as result of the pandemic with capacity being taken out of service and Covid-19 disruption continuing in Asia. The situation completely recovered during 2022 with pricing at or below pre-pandemic levels.  However similar issues are recurring in 2023 due to geopolitical instability in the Red Sea area.  Escalation in shipping costs is a significant risk to the group.
JML uses a number of strategies to mitigate the impact of currency fluctuations. These include some currency hedging, adjusting selling prices, re-sourcing suppliers and changing the mix of sales to favour higher margin products. Increased international distribution can also dilute any currency exchange effects.
The loss of a major customer should be considered a risk to the business and this occurred in 2023 with the demise of Wilko. Management is targeting a widening of the portfolio of distribution and growing the direct-to-consumer operation to ensure that no single customer is critical to the group’s health. Furthermore, JML’s largest customers are supermarkets and those with pharmacies which have continued to trade successfully.
The departure of key employees is a risk and JML has ensured an excellent track record of retaining talent and maintaining a culture which engenders high morale and staff motivation. Succession planning is a core element of strategy to ensure that senior managers could always be replaced by high calibre internal candidates.
The financial instruments used by the group arise wholly and directly from the company’s operations. These comprise trade debtors, cash at bank, bank loans, invoice discounting facilities and trade creditors.
The group has put in place the following measures in order to manage the risks arising from these financial instruments:
1. The group undertakes credit checks on all customers in the United Kingdom and has a policy for the approval of a credit limit, which is notified to the customer. No overseas customers are allowed any credit, with the exception of those where a long trading relationship exists and where there is excellent knowledge of the business of the customer. The group regularly reviews customers' credit limits and will not, other than in exceptional circumstances, supply customers where an order results in a customer exceeding its credit limit.
2. JML’s customers are subject to a Retention of Title clause as part of the company’s trading terms.
3. The group manages its cash positions by regularly monitoring its cash flow, using cash flow forecasting and variance analysis.
4. The financial risk arising from the possible non-advance of credit by its trade creditors, either by exceeding agreed credit limits or by not paying with the specified terms, is managed by regularly monitoring the trade balance and credit limit terms from all suppliers.

Development and performance

JML commits substantial resources to the ongoing development of new products and the production of video content with which to promote them.
Investment in IT and systems has been ongoing. Management believes that this will bring many benefits. However, infrastructure costs have reduced as the largest current projects have reached completion.
The directors consider the group to be adequately financed for the foreseeable future through a range of facilities, the largest of which funds stock and debtors from Shawbrook Bank.
JML is committed to employee engagement initiatives which include an ongoing programme of staff training, regular conferences, mental health and wellbeing projects, company intranet, charity and social events, company newsletters and a culture of open communication. A high-quality team is in place to take the group forward, a combination of long-standing staff and more recent recruits.
With a talented workforce and as a result of the investments made over the past few years, the directors believe that the group is poised for a period of improved profitability.
Page 4

 

JML HOLDCO LTD

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Financial key performance indicators
 
The key performance indicators used by the group include gross profit margin, which increased from 48% to 54%.
Management is confident that the company’s governance is exemplary with the ongoing analysis of performance indicators to ensure full awareness of business performance, including monthly reporting of key metrics to the board.
The non-financial key performance indicators include ensuring that products and service are highly rated by customers whilst constantly striving to improve quality control measures. The company also identifies customer care services as being highly significant and measures these by aiming to maintain a Net Promoter Score of over 75, a Customer Satisfaction Score of over 85% and to achieve over 95% on time delivery. JML’s Trustpilot score is currently 4.4 (out of 5.0).
In addition, other non-financial key performance indicators include raising brand awareness and the group profile measured by both customer and supplier loyalties and other attributes such as market share and size of database.
Key performance indicators are maintained across all parts of the business to ensure management are constantly monitoring and challenging results.

Directors' statement of compliance with duty to promote the success of the Group
 
The board of directors consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole in decisions taken during the year ended 31 December 2023. In particular:
The strategy was designed to have a long-term beneficial impact on the company and to contribute to its success by delivering more sustainable earnings, continuous product and service improvements and an increasingly rewarding environment in which to work.
JML’s employees are fundamental to the delivery of the company’s strategy. The business aims to be a responsible employer in its approach to the pay and benefits employees receive. The health, safety and well- being of staff is one of the primary considerations in the way JML conducts business.
The company takes its duty to customers extremely seriously, both business clients and consumers. Management strive to always provide the highest quality products and services and ensure any concerns or complaints are addressed quickly, efficiently and with an aim of completely satisfying the customer where possible and reasonable.
The company takes its duty to suppliers extremely seriously. The business aims to maintain the highest reputation for being a good customer, treating suppliers in a friendly, respectful and collaborative way, paying fair prices and settling debts within agreed timeframes.
JML’s strategy has taken into account the impact of the company's operations on the community, environment and wider societal responsibilities. Several of the performance measures in the company’s strategy will deliver sustainability improvements.
The Board of Directors’ intention is to behave responsibly and ensure that management operate the business in a responsible manner, maintaining the high standards of business conduct and good governance expected for a business such as JML and in doing so, will contribute to the delivery of the company’s strategic plan. The intention is to nurture JML’s reputation, through providing an excellent experience for customers, suppliers and other stakeholders when interacting with the business.
 
Page 5

 

JML HOLDCO LTD

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Directors' statement of compliance with duty to promote the success of the Group (continued)
The Board of Directors’ intention is to always treat shareholders fairly and respect their views, so they too may benefit from the successful delivery of the company’s strategic plan.


This report was approved by the board and signed on its behalf.



K J Daly
Director

Date: 19 September 2024

Page 6

 

JML HOLDCO LTD

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Results and dividends

The loss for the year, after taxation, amounted to £2,854,695 (2022 - loss £1,117,097).

An interim ordinary dividend of £Nil (2022: £301,210) was paid in the year. The directors do not recommend payment of a final dividend.

Directors

The directors who served during the year were:

J A D Mills
K J Daly
L Angel
D H Grier
B Keogh
S D Tebble
S Aubrey-Cound (resigned 6 August 2023)

Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.

Page 7

 

JML HOLDCO LTD

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Streamlined Energy and Carbon Reporting (SECR)

As required by the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 the company's energy use and greenhouse gas (GHG) emissions are set out below.
The data relates to the 12 month period from 1 January 2023 to 31 December 2023.
Total energy consumption                                                                                     1,973,414 kWh
Emissions from combustion of gas (scope 1)                                                       19 tCO2e
Emissions from combustion of fuel for the purposes of transport (scope 1)         384 tCO2e
Emissions from business travel in rental cars or employee-owned vehicles         0 tCO2e
the company is responsible for purchasing the fuel (scope 3)                            
Emissions from purchased electricity (scope 2)                                                    40 tCO2e
Total gross emissions                                                                                            443 tCO2e
Intensity ratio                                                                                                          9.59 tCO2e/£1m Turnover

Comparison to previous financial year
The data relates to the 12 month period from 1 January 2022 to 31 December 2022.
Total energy consumption                                                                                     2,045,697 kWh
Emissions from combustion of gas (scope 1)                                                       21 tCO2e
Emissions from combustion of fuel for the purposes of transport (scope 1)         402 tCO2e
Emissions from business travel in rental cars or employee-owned vehicles         0 tCO2e
the company is responsible for purchasing the fuel (scope 3)                            
Emissions from purchased electricity (scope 2)                                                    43 tCO2e
Total gross emissions                                                                                            466 tCO2e
Intensity ratio                                                                                                          8.27 tCO2e/£1m Turnover

Methodology
This report has been compiled in line with the March 2019 BEIS 'Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance', and the EMA methodology for SECR Reporting. All measured emissions from activities which the organisation has financial control over are included as required under The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, unless otherwise stated in the exclusions statement.
The carbon figures have been calculated using the DESNZ 2023 carbon conversion factors for all fuels. 

Primary energy efficiency measures implemented
No specific energy efficiency actions were undertaken in 2023.

Matters covered in the Group strategic report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

Page 8

 

JML HOLDCO LTD

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
This report was approved by the board and signed on its behalf.
 



K J Daly
Director

Date: 19 September 2024

Page 9

 

JML HOLDCO LTD
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors are responsible for preparing the group strategic report, the directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group 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 for the Group's financial statements and then apply them consistently;

make judgments 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;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

Page 10

 

JML HOLDCO LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JML HOLDCO LTD
 FOR THE YEAR ENDED 31 DECEMBER 2023

Opinion


We have audited the financial statements of JML Holdco Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the consolidated profit and loss account, the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 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 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 in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the 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.


Page 11

 

JML HOLDCO LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JML HOLDCO LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

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 ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the group 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 group strategic report and the directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the group 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.


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 10, 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 Group's and 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 12

 

JML HOLDCO LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JML HOLDCO LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

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 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: 

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; 
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the retail sector;  
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; 
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and 
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. 

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and 
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. 

To address the risk of fraud through management bias and override of controls, we:  

performed analytical procedures to identify any unusual or unexpected relationships;
tested a sample of journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and 
investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:  

agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and 
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.  
 

 
Page 13

 

JML HOLDCO LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JML HOLDCO LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
 
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our 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 2006Our 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.





Krishan Sivathondan BSc (Hons) FCA (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

 
Date: 
19 September 2024
Page 14

 

JML HOLDCO LTD
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
46,521,486
56,107,994

Cost of sales
  
(21,301,603)
(29,164,863)

Gross profit
  
25,219,883
26,943,131

Distribution costs
  
(14,510,260)
(14,771,117)

Administrative expenses
  
(13,273,831)
(13,195,447)

Other operating income
 5 
83,395
267,103

Provisions for liabilities in joint venture
  
-
(131,000)

Operating loss
 6 
(2,480,813)
(887,330)

Share of loss of joint venture
  
(15,913)
(15,895)

Income from interests in associated undertakings
  
(7,717)
(7,717)

Total operating loss
  
(2,504,443)
(910,942)

Profit on disposal of investments
  
(14,900)
-

Interest receivable and similar income
 10 
24,394
-

Interest payable and similar expenses
 11 
(455,396)
(321,239)

Loss before taxation
  
(2,950,345)
(1,232,181)

Tax on loss
 12 
95,650
115,084

Loss for the financial year
  
(2,854,695)
(1,117,097)

Loss for the year attributable to:
  

Owners of the parent
  
(2,854,695)
(1,117,097)

  
(2,854,695)
(1,117,097)

The notes on pages 23 to 47 form part of these financial statements.

Page 15

 

JML HOLDCO LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£


Loss for the financial year

  

(2,854,695)
(1,117,097)

Other comprehensive income
  


Unrealised (deficit)/surplus on revaluation of intangible fixed assets
 15 
(226,186)
800,000

Currency translation differences
  
24,084
27,845

Other comprehensive (loss)/income for the year
  
(202,102)
827,845

Total comprehensive income for the year
  
(3,056,797)
(289,252)

(Loss) for the year attributable to:
  


Owners of the parent Company
  
(2,854,695)
(1,117,097)

  
(2,854,695)
(1,117,097)

Total comprehensive income attributable to:
  


Owners of the parent Company
  
(3,056,797)
(289,252)

  
(3,056,797)
(289,252)

The notes on pages 23 to 47 form part of these financial statements.

Page 16


 
REGISTERED NUMBER:14236520
JML HOLDCO LTD

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 15 
500,000
789,333

Tangible assets
 16 
524,645
708,760

Investments
 17 
74,315
74,316

  
1,098,960
1,572,409

Current assets
  

Stocks
 18 
7,196,634
6,168,127

Debtors: amounts falling due within one year
 19 
10,727,170
15,966,668

Cash at bank and in hand
 20 
203,949
947,529

  
18,127,753
23,082,324

Creditors: amounts falling due within one year
 21 
(10,379,272)
(12,565,114)

Net current assets
  
 
 
7,748,481
 
 
10,517,210

Total assets less current liabilities
  
8,847,441
12,089,619

Creditors: amounts falling due after more than one year
 22 
(63,225)
(117,606)

Provisions for liabilities
  

Provisions for liabilities in joint venture
 27 
-
(131,000)

  
 
 
-
 
 
(131,000)

Net assets
  
8,784,216
11,841,013


Capital and reserves
  

Called up share capital 
 28 
12,500,000
12,500,000

Revaluation reserve
 29 
573,814
800,000

Foreign exchange reserve
 29 
(266,127)
(290,211)

Merger reserve
 29 
(11,996,700)
(11,996,700)

Profit and loss account
 29 
7,973,229
10,827,924

Equity attributable to owners of the parent Company
  
8,784,216
11,841,013


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


K J Daly
Director

Date: 19 September 2024

The notes on pages 23 to 47 form part of these financial statements.

Page 17


 
REGISTERED NUMBER:14236520
JML HOLDCO LTD

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 17 
12,500,000
12,500,000

Net assets
  
12,500,000
12,500,000


Capital and reserves
  

Called up share capital 
 28 
12,500,000
12,500,000


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


K J Daly
Director

Date: 19 September 2024

The notes on pages 23 to 47 form part of these financial statements.

Page 18


JML HOLDCO LTD


 
  
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023



Called up share capital
Revaluation reserve
Foreign exchange reserve
Merger reserve
Profit and loss account
Total equity


£
£
£
£
£
£



At 1 January 2022
12,500,000
-
(318,056)
(11,996,700)
12,246,231
12,431,475



Comprehensive income for the year


Loss for the year
-
-
-
-
(1,117,097)
(1,117,097)


Surplus on revaluation of other fixed assets
-
800,000
-
-
-
800,000


Foreign currency translation differences
-
-
27,845
-
-
27,845



Contributions by and distributions to owners


Dividends: Equity capital
-
-
-
-
(301,210)
(301,210)





At 1 January 2023
12,500,000
800,000
(290,211)
(11,996,700)
10,827,924
11,841,013



Comprehensive income for the year


Loss for the year
-
-
-
-
(2,854,695)
(2,854,695)


Deficit on revaluation of other fixed assets
-
(226,186)
-
-
-
(226,186)


Other movement Foreign currency translation differences
-
-
24,084
-
-
24,084



At 31 December 2023
12,500,000
573,814
(266,127)
(11,996,700)
7,973,229
8,784,216



The notes on pages 23 to 47 form part of these financial statements.

Page 19

 

JML HOLDCO LTD

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Total equity

£
£


At 1 January 2022
-
-


Contributions by and distributions to owners

Shares issued during the year
12,500,000
12,500,000


Total transactions with owners
12,500,000
12,500,000



At 1 January 2023
12,500,000
12,500,000


At 31 December 2023
12,500,000
12,500,000


The notes on pages 23 to 47 form part of these financial statements.

Page 20

 

JML HOLDCO LTD

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(2,854,695)
(1,117,097)

Adjustments for:

Amortisation of intangible assets
63,147
273,069

Depreciation of tangible assets
371,615
470,936

Loss on disposal of tangible assets
(70,157)
(70,886)

Interest paid
455,396
321,239

Interest received
(24,394)
-

Taxation charge
(95,650)
(115,084)

(Increase)/decrease in stocks
(1,028,507)
3,284,945

Decrease/(increase) in debtors
5,356,749
(2,296,888)

Decrease in amounts owed by joint ventures
-
80,561

(Decrease) in creditors
(486,896)
(1,461,875)

Increase in provisions
-
131,000

Impairment of investments
14,900
-

Share of operating profit in joint ventures
-
15,895

Share of operating profit in associates
-
7,717

Corporation tax (paid)
(59,188)
(115,084)

Foreign exchange
(28,581)
-

Net cash generated from operating activities

1,613,739
(591,552)


Cash flows from investing activities

Purchase of tangible fixed assets
(197,279)
(349,911)

Sale of tangible fixed assets
81,767
87,035

Interest received
-
(20,458)

HP interest paid
24,394
-

Net cash from investing activities

(91,118)
(283,334)

Cash flows from financing activities

Repayment of directors loans
-
(13,902)

Repayment of finance leases
(57,478)
(95,208)

Dividends paid
-
(301,210)

Interest paid
(455,396)
(300,781)

Net cash used in financing activities
(512,874)
(711,101)

Net increase/(decrease) in cash and cash equivalents
1,009,747
(1,585,987)

Cash and cash equivalents at beginning of year
(6,624,842)
(5,038,855)

Cash and cash equivalents at the end of year
(5,615,095)
(6,624,842)

Page 21

 

JML HOLDCO LTD

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
203,949
947,529

Bank overdrafts
(5,819,044)
(7,572,371)

(5,615,095)
(6,624,842)


The notes on pages 23 to 47 form part of these financial statements.

Page 22

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

JML Holdco Ltd and its group distributes consumer products via international partners, direct-to-consumer, online and through television home shopping.
The Company is a private company limited by shares and incorporated in England and Wales. The address of its registered office and principal place of business is 610 Chiswick High Road, London, W4 5RU.
The Group consists of JML Holdco Ltd and all of its subsidiaries.
The financial statements are presented in Sterling (£). Monetary amounts in these financial statements are rounded to the nearest £.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.

The Company has taken advantage of the following disclosure exemptions in preparing these consolidated financial statements:

Section 3 Financial Statement Presentation paragraph 3.17(d) (inclusion of statement of cash flows);
Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c) (disclosures relating to financial instruments);
Section 26 Share based payments (disclosure of share based payments);
Section 33 Related Party Disclosures paragraph 33.7 (disclosure of key management personnel compensation).
 
The following principal accounting policies have been applied:

Page 23

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.2

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 group financial statements have been prepared using the merger accounting method and present the results and financial position of the group as if it had existed throughout the current and comparative period.

Merger accounting gives rise to a merger reserve in the consolidated statement of financial position being the difference between the nominal value of the shares held by the combined entity, and the shares at nominal value held by the parent company. 
Under the merger method, the results and cash flows of the combining entities were brought into the accounts of the combined entity from the beginning of the financial year in which the combination occurred and the comparative information includes the amounts for all of the combining entities for that period, in each case adjusted so as to achieve uniformity of accounting policies. The assets and liabilities of the combining entities are not restated to fair values and no goodwill arises. 
In the company's own financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed plus costs directly attributable to the business combination. 
The consolidated financial statements incorporate those of JML Holdco Limited and its subsidiaries (i.e., entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). All the financial statements are made up to 31 December 2023. All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. 

 
2.3

Going concern

Having considered post year end trading and financial results of the wider group upon which this
company is dependent, and after making enquiries, the directors have a reasonable expectation that
the company has adequate resources to continue in operational existence and meet its liabilities as
they fall due for the foreseeable future, being a period of at least twelve months from the date these
financial statements were approved. Accordingly, they continue to adopt the going concern basis in
preparing the financial statements.

Page 24

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 25

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives of 3 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 26

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
 
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.13

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the revaluation model, intangible assets shall be carried at a revalued amount, being their fair value at the date of revaluation less any subsequent accumulated amortisation and subsequent impairment losses - provided that the fair value can be determined by reference to an active market.
Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the balance sheet date.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Television broadcast licences
-
straight line over 12.5 years
Computer software
-
straight line at 33.3%
Patents
-
straight line over 10 years

Page 27

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Motor vehicles
-
25%
Fixtures and fittings
-
33%
Computer equipment
-
33%
Plant and machinery
-
25%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

  
2.16

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.
An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The consolidated profit and loss account includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the consolidated balance sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

Page 28

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

Stocks

Stocks represent homeware and household goods for resale and are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is 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.


2.18

Financial instruments

The Group has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the Group becomes party to the contractual provisions of the instrument. 

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. 
 
The Group’s policies for its major classes of financial assets and financial liabilities are set out below. 
Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Page 29

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)





Financial instruments (continued)

Impairment of financial assets
Financial assets 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 the profit and loss account. 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Group would receive for the asset if it were to be sold at the reporting date. 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

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.

Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet 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.

 
2.19

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

  
2.20

Share capital

Ordinary shares are classified as equity.

Page 30

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.21

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.22

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.23

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 31

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

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 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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Impairment of trade debtors
The group reviews trade debtor balances for impairment and this is performed on a regular basis. Those balances which are considered to be recoverable remain in debtors and those which are not, are impaired and the impairment loss is recorded in the profit and loss. In making this judgement, the company evaluates, among other factors, the duration and the financial health of and short-term business outlook for the trade debtors, including factors such as industry and sector performance. The accounting policy of trade debtors is described in note 2.18. At the year end the carrying amount of trade debtors is stated in note 19.
Stock
Stock is valued at the lower cost and net realisable value. Net realisable value includes, where necessary, provisions for slow moving and obsolete stocks. Calculation of these provisions requires judgements to be made, which include forecast consumer demand, the promotional, competitive and economic environment and inventory loss trends. The accounting policy of stocks is described in note 2.17. At the year end the carrying amount of stocks is stated in note 18.
Key sources of estimation uncertainty
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.
Volume and price markdown rebates given to customers
Rebates are given to customers, in accordance with customer contracts, when cumulative turnover exceeds a predefined level or if the customer sells on goods at a marked down price. Provision is made for these "retro-rebates" at the year-end. The provision is based on past rebates given and is necessarily an estimate.

Page 32

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

ole1613.png
 


5.


Other operating income

2023
2022
£
£

Other operating income
53,873
195,158

Royalty receivable
29,522
71,945

83,395
267,103


Page 33

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Operating loss

The operating (loss)/profit is stated after charging/(crediting):

2023
2022
£
£

Research & development charged as an expense
54,645
50,598

Exchange differences
243,079
(347,069)

Other operating lease rentals
572,810
508,925

Depreciation of owned tangible fixed assets
207,889
273,167

Depreciation of tangible fixed assets held under finance leases
163,726
197,769

Profit on disposal of tangible fixed assets
(70,157)
(70,886)

Amortisation of intangible assets
36,000
373,069

Costs of stocks recognised as an expense
21,072,447
29,164,864

Amortisation of intangible assets is included in administrative expenses.


7.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor and its associates:


2023
2022
£
£

Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements
9,000
6,000

Fees payable to the Company's auditor and its associates in respect of:

The auditing of accounts of the Company's subsidiaries
58,500
70,000

All non-audit services not included above
14,000
54,122

Page 34

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
7,039,644
7,363,086
-
-

Social security costs
699,322
764,923
-
-

Cost of defined contribution scheme
884,770
803,745
-
-

8,623,736
8,931,754
-
-


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Management
5
5



Sales
103
102



Warehouse
23
23



Administration
82
78

213
208


9.


Directors' remuneration

2023
2022
£
£

Directors salaries
720,989
742,212

Group contributions to defined contribution pension schemes
118,389
77,639

839,378
819,851


During the year retirement benefits were accruing to 3 directors (2022 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £234,811 (2022 - £271,500).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £44,458 (2022 - £27,617).


10.


Interest receivable

2023
2022
£
£


Other interest receivable
24,394
-

Page 35

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
428,929
299,489

Other loan interest payable
107
1,264

Finance leases and hire purchase contracts
26,358
20,458

Other interest payable
2
28

455,396
321,239


12.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
(115,084)


-
(115,084)


Total current tax
-
(115,084)

Deferred tax


Origination and reversal of timing differences
(95,650)
-

Total deferred tax
(95,650)
-


Tax on loss
(95,650)
(115,084)
Page 36

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(2,950,345)
(1,232,181)


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19   %)
(693,331)
(207,730)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
2,641
45,635

Capital allowances for year in excess of depreciation
33,568
(1,971)

Utilisation of tax losses
653,804
177,534

Profit on disposal of fixed assets
(16,917)
(13,468)

Adjustments to tax charge in respect of prior periods
(75,415)
(115,084)

Total tax charge for the year
(95,650)
(115,084)


Factors that may affect future tax charges

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% for companies with profits of over £250,000. A small profits rate will also be introduced for companies with profits of £50,000 or less so that they will continue to pay corporation tax at 19%. From this date companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate.
This law has been substantively enacted. For the financial year ended 31 December 2023, the current weighted average tax rate was 23.5%. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.


13.


Dividends

2023
2022
£
£


Dividends payable
-
301,210


14.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The profit after tax of the parent Company for the year was £0 (2022 - NIL).

Page 37

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Intangible assets

Group and Company





Patents
Television broadcast licences
Computer software
Total

£
£
£
£



Cost


At 1 January 2023
-
3,057,037
585,613
3,642,650


Disposals
(1,302)
-
-
(1,302)


On acquisition of subsidiaries
554
-
-
554


Revaluation surplus
-
(226,186)
-
(226,186)



At 31 December 2023

(748)
2,830,851
585,613
3,415,716



Amortisation


At 1 January 2023
-
2,267,704
585,613
2,853,317


Charge for the year on owned assets
-
63,147
-
63,147


On disposals
(748)
-
-
(748)



At 31 December 2023

(748)
2,330,851
585,613
2,915,716



Net book value



At 31 December 2023
-
500,000
-
500,000



At 31 December 2022
-
789,333
-
789,333

The television licences were revalued by a third party in the year. 



Page 38

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Tangible fixed assets

Group






Video units and studio equipment
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£



Cost 


At 1 January 2023
679,648
1,717,628
444,778
2,191,929
5,033,983


Additions
-
152,758
343
44,178
197,279


Acquisition of subsidiary
-
-
1,190
696
1,886


Disposals
-
(251,037)
(179,593)
(13,433)
(444,063)



At 31 December 2023

679,648
1,619,349
266,718
2,223,370
4,789,085



Depreciation


At 1 January 2023
521,398
1,357,305
312,864
2,133,656
4,325,223


Charge for the year on owned assets
87,686
-
74,428
45,775
207,889


Charge for the year on financed assets
-
163,726
-
-
163,726


Disposals
-
(243,435)
(178,403)
(10,560)
(432,398)



At 31 December 2023

609,084
1,277,596
208,889
2,168,871
4,264,440



Net book value



At 31 December 2023
70,564
341,753
57,829
54,499
524,645



At 31 December 2022
158,250
360,323
131,914
58,273
708,760

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2023
2022
£
£



Motor vehicles
302,390
360,323

Page 39

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Fixed asset investments

Group





Unlisted investments

£



Cost 


At 1 January 2023
74,316


Disposals
(1)



At 31 December 2023
74,315




Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
12,500,000



At 31 December 2023
12,500,000





Subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

John Mills Limited
610 Chiswick Green London W4 5RU
Retail distribution of consumer products
Ordinary
100%
JML GmbH
Congruentia Knapp GbR Steuerberater Rheinstraße 3 63225 Langen Germany
Sale of consumer products through TV and catalogue
Ordinary
100%
JML Central Europe GmbH
Congruentia Knapp GbR Steuerberater Rheinstraße 3 63225 Langen Germany
Dormant
Ordinary
100%
JML Media Limited
610 Chiswick Green LondonW4 5RU
Rental of TV Licences
Ordinary
100%
DeVancer Limited
610 Chiswick High Road
Chiswick Green
London W4 5RU
Sale of consumer
products through the
internet and retailers
Ordinary
100%

Page 40

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Associates


The following was an indirect subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Allied Brands International GmbH
Schneiderstraße 1a,
2620 Neunkirchen,
 Austria
Development and marketing of products for retail
Ordinary
25%

ole6b3a.png


18.


Stocks

Group
Group
2023
2022
£
£

Goods for resale
7,196,634
6,168,127


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 41

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Debtors

Group
Group
2023
2022
£
£

Due after more than one year

Prepayments and accrued income
340,305
343,657

Deferred tax asset
130,680
35,388

470,985
379,045

Due within one year

Trade debtors
8,025,907
11,911,212

Amounts owed by joint ventures and associated undertakings
-
303,449

Other debtors
1,513,444
2,069,695

Prepayments and accrued income
599,583
1,188,183

Tax recoverable
117,251
115,084

10,727,170
15,966,668



20.


Cash and cash equivalents

Group
Group
2023
2022
£
£

Cash at bank and in hand
203,949
947,529

Less: bank overdrafts
(5,819,044)
(7,572,371)

(5,615,095)
(6,624,842)



21.


Creditors: Amounts falling due within one year

Group
Group
2023
2022
£
£

Bank overdrafts
5,819,044
7,572,371

Trade creditors
2,343,516
2,254,118

Other taxation and social security
1,069,920
1,625,378

Obligations under finance lease and hire purchase contracts
143,206
146,303

Other creditors
138,372
298,695

Accruals and deferred income
865,214
668,249

10,379,272
12,565,114


The bank overdrafts represent an asset-based lending facility provided by the company's bankers and are secured by way of a fixed and floating charge over all group assets and by way of a cross guarantee to which JML Media Limited and JML Direct Limited are party. 

Page 42

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Creditors: Amounts falling due after more than one year

Group
Group
2023
2022
£
£

Other loans
2,300
2,300

Net obligations under finance leases and hire purchase contracts
60,925
115,306

63,225
117,606





23.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2023
2022
£
£


Amounts falling due 1-2 years

Other loans
2,300
2,300




24.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2023
2022
£
£

Within one year
143,206
146,303

Between 1-5 years
60,925
115,306

204,131
261,609

Page 43

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.


Financial instruments

Group
Group
2023
2022
£
£

Financial assets

Financial assets measured at amortised cost
9,743,300
15,231,885


Financial liabilities

Financial liabilities measured at amortised cost
8,303,232
10,127,484

Other financial liabilities measured at fair value through profit or loss
204,131
261,609

8,507,363
10,389,093


Financial assets measured at amortised cost comprise cash at bank, trade debtors, loans and other debtors.


Financial liabilities at amortised cost comprise overdrafts, trade creditors, loans and other creditors.


Other financial liabilities measured at fair value through profit and loss comprise net obligations under finance leases.

Page 44

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

26.


Deferred taxation


Group



2023


£






At beginning of year
35,388


Charged to profit or loss
95,650


Arising on business combinations
(358)



At end of year
130,680




The deferred tax asset is made up as follows:

Group
Group
2023
2022
£
£

Accelerated capital allowances
130,680
35,388


27.


Provisions


Group



Provisions for losses in
 joint venture

£





At 1 January 2023
131,000


Released in year
(131,000)



At 31 December 2023
-

Page 45

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

28.


Share capital

Group
2023
Group
2022
£
£
Allotted, called up and fully paid



8,869,424 (2022 - 8,869,424) Ordinary shares of £1.00 each
8,869,424
8,869,424
2,399,177 (2022 - 2,399,177) A shares of £1.00 each
2,399,177
2,399,177
348,896 (2022 - 348,896) B shares of £1.00 each
348,896
348,896
882,503 (2022 - 882,503) C shares of £1.00 each
882,503
882,503

12,500,000

12,500,000

Company
On incorporation on 15 July 2022 the company issued 1 ordinary share at a par value of £1 to establish the capital structure of the company.
On 25 August 2022 the company issued a further 8,869,423 ordinary shares, 2,399,177 A shares, 348,896 B shares and 882,503 C shares at a par value of £1 to facilitate a share for share exchange with the shareholders of John Mills Limited.
All the share classes carry the right to one vote and to participate in the profits of the company distributed by dividends or otherwise. The ordinary shares take priority in the participation in any profits or surplus on a winding up.   



29.


Reserves

Revaluation reserve

The revaluation reserve relates to the revaluation of the group's TV licences. The reserve is not distributable.

Foreign exchange reserve

The foreign exchange reserve is a non-distributable reserve arising on the translation of foreign subsidiary balances during consolidation.

Merger Reserve

The merger reserve relates to the difference between the cost of the company's investments and the nominal value of the share capital acquired.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

Page 46

 

JML HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
30.


Analysis of net debt




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

947,529

(743,580)

203,949

Bank overdrafts

(7,572,371)

1,753,327

(5,819,044)

Debt due after 1 year

(2,300)

-

(2,300)

Finance leases

(261,609)

57,478

(204,131)


(6,888,751)
1,067,225
(5,821,526)


31.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
553,375
599,916

Later than 1 year and not later than 5 years
1,416,819
2,033,441

1,970,194
2,633,357

32.


Related party transactions

The company has taken advantage of the exemption available in FRS102 Section 33.1A "Related party disclosures" whereby it has not disclosed transactions with any wholly owned subsidiary undertaking.
The amount due to a director and shareholder of the group, at the year end was £2,300 (2022: £2,300). The loan is secured and interest of £69 (2022: £1,264), charged at a market rate, was payable on this loan for the year. The loan is not due for repayment within 1 year.
At the year end, the group was owed £Nil (2022: £303,449) by companies in which John Mills Limited has a joint venture. The loans are provided interest free, unsecured and are repayable on demand.


33.


Controlling party

The company and group is jointly controlled by J A D Mills, a director of the company and Philip Bouldstridge a 20% investor in the holding company.

 
Page 47