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Registered number: 01443669









Meyer Group Limited









Annual Report and Consolidated Financial Statements

For the year ended 31 December 2023

 
Meyer Group Limited
 
 
Company Information


Mrs C Whalley-Livesey 
Directors
Mr C J Wright 
Mr A J Kavanagh 




Company secretary
Mr B Johnson



Registered number
01443669



Registered office
Wirral International Business Park
Riverview Road

Bromborough

Wirral

CH62 3RH




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG




Bankers
HSBC Bank PLC
4 Hardman Sqaure

Spinningfields

Manchester

M3 3EB





 
Meyer Group Limited
 

Contents



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 5
Independent Auditors' Report
 
6 - 9
Consolidated Statement of Comprehensive Income
 
10
Consolidated Balance Sheet
 
11
Company Balance Sheet
 
12
Consolidated Statement of Changes in Equity
 
13
Company Statement of Changes in Equity
 
14
Consolidated Statement of Cash Flows
 
15
Consolidated Analysis of Net Debt
 
16
Notes to the Financial Statements
 
17 - 41


 
Meyer Group Limited
 
 
Group Strategic Report
For the year ended 31 December 2023

Introduction
 
The directors are pleased to present the Group Strategic Report for the year ended 31 December 2023.

Business review
 
The 2023 financial year was marked by significant challenges with macro-economic factors adversely affected our trading performance:
• Cost of Living Crisis: Continued strain on consumers' disposable income; the housewares category along with other   considered purchase categories were significantly impacted.
• Inflation: Remained persistently high in the year, impacting both input costs and consumer spending.
• Competitive Landscape: Heightened branded competitor activity led to price deflation within our category in    conjunction with a stronger own brand focus from retailers.  
These challenges culminated in a Gross Revenue decline of £1.2m for the Group, translating to a Gross Profit reduction of £327k. The profit reduction was not solely due to declining sales but also the absence of £1.4m freight subsidies which were received from companies in the wider group headed by Meyer International Holdings in 2022 but not repeated in 2023. Turnover in Meyer Group Limited declined by £2.2m whilst turnover generated by Ruffoni SRL, the Italian subsidiary, increased by £1m.
Despite this challenging environment, we delivered a consistent Gross Margin and improved our expense control throughout the year. The Company, Meyer Group Limited,  reduced its administrative expenses by £101k whilst the Italian subsidiary incurred £429k additional adminstrative expenses (predominantly marketing, exhibition and staff costs) in support of its increased activity. In total, Group administrative expenses of £7.45m are £441k higher than the prior year and Group distribution costs are £538k lower.
The Group's loss before taxation totalled £3.6m (2022: £3.3m) and Group EBIT (Earnings Before Interest & Taxation) totalled -£3.1m (2022: -£2.7m). The increase in loss year on year reflects the reduction in gross profit noted above, and is impacted significantly by the absence of freight subsidies in 2023.  
In Q4 2023, we developed and communicated an updated strategy to the organisation with three strategic priorities:
 
 1. Drive sales growth through our core brands
 2. Improve EBIT profitability
 3. Create an engaged, performance-focused culture
Our long-term view remains optimistic. Despite the reductions in revenue and profit, our innovation pipeline is robust, and digital sales continue to be a primary focus and key driver of profitable growth. 
 
We have also continued to invest in the development of our European business by adding experienced resources to this division. We anticipate seeing sustainable revenue growth from this region from H2 2024.
 
Our focus on the growth of core brands, coupled with strict expense control, is expected to yield an improved Revenue and EBIT position in 2024.

Page 1

 
Meyer Group Limited
 

Group Strategic Report (continued)
For the year ended 31 December 2023

Principal risks and uncertainties
 
Management acknowledges several risks that could affect the implementation of the group's strategies:
• 
Government Policy: Changes in government policy could impact exchange rates, inflation, VAT, and interest rates,   subsequently affecting the cost of goods and consumer buying power.
• 
Competition: Operating in a highly competitive market, the group mitigates this risk by prioritising consistency of    product quality, effective customer service, and focusing on the end consumer to differentiate from competitors.
• 
Employees: The risk of key staff resignation is recognised, and to mitigate this, the company emphasises strong    employee relations, offers excellent benefits, and strives to maintain a positive and rewarding workplace     environment.  Our new strategy highlights a particular focus on talent development, engagement, and performance.
 Interest rate risk: The Group is exposed to interest rate risk through its loan with HSBC Bank. Increases in the    Bank of England base rate would increase the cost of the loan.

Financial key performance indicators
 
The group monitors several KPIs at different levels within the organization. The Board measures:
• Net Revenue Growth
• Gross Margin (%)
• EBIT

Other key performance indicators
 
Department managers track a range of KPIs, including:
• Brand health scores 
• Strategic customer growth
• Debtor days outstanding
• Order fulfilment (OTIF)
• Inventory control
• NPD (New Product Development) delivery
• Budgetary control
• Quality issues
• Increased Website Conversion
• Customer Net Promoter Score (NPS)
• Employee engagement 
 
This report highlights our commitment to navigating challenges, driving strategic priorities, and maintaining a long-term focus on growth and profitability.


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


Mrs C Whalley-Livesey
Director

Date: 23 September 2024

Page 2

 
Meyer Group Limited
 
 
 
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.

Directors' responsibilities statement

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.

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £4,089,000 (2022 -£3,796,000).

The directors do not recommend the payment of a final dividend. 

Directors

The directors who served during the year were:

Mr M R Ivory (resigned 1 December 2023)
Mr C J Wright 
Mrs C Whalley-Livesey 
Mr A J Kavanagh 

Future developments

Details of the Group's future developments are included in the Group Strategic Report.

Page 3

 
Meyer Group Limited
 
 
 
Directors' Report (continued)
For the year ended 31 December 2023

Financial instruments

The group uses various financial instruments including loans and cash, as well as various items such as trade debtors and trade creditors arising from its operations.  The main purpose of these financial instruments is to raise finance for the group's operations. The Group and Company has in place a risk management programme that seeks to limit the adverse effects on financial performance by monitoring the factors that affects relevant financial risks.
The main risks arising from the group's financial instruments are cash flow risk, interest rate risk, credit risk, liquidity risk and exchange rate risk.  The directors review and agree policies for managing each of these risks and these policies have remained unchanged from previous years.  
Credit risk is managed by running credit checks on new customers and by monitoring payments against the contractual arrangements, alongside utilising credit insurance on most account. The Company has no significant concentration of credit risk, with exposure spread over a number of customers.
With regards to liquidity risk, the objective is to ensure continuity of funding and cash levels sufficient to meet the ongoing needs of the business. The policy is to smooth the cash management of the business and to arrange funding ahead of requirements, should it be needed.
The Group and Company recognise that managing cash flow risk is crucial to maintaining financial stability and ensuring the smooth operation of our business. Our cash flow risk policy aims to safeguard the Group and Company against potential liquidity shortages and ensure that we have sufficient cash to meet our obligations as they fall due. We maintain cash flow forecasts to anticipate our cash needs. These forecasts are regularly updated to reflect changes in business operations, market conditions, and other external factors. Efficient credit control processes are in place to manage receivables and ensure timely collections from customers. This helps maintain a steady cash inflow. We closely monitor our expenditure, maintaining a healthy cash balance and avoiding unnecessary financial strain.

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Post balance sheet events

At the balance sheet date, the Company had a Bank loan which was being repaid in quarterly instalments, and a final repayment of £8.9m was due to be made in August 2024. In August 2024, the Company's bankers agreed to refinance the £8.9m loan for 2 years - quarterly payments will be made until a final repayment of £8.1m is due in August 2026. 
During 2024, amounts owed to group undertakings totalling £11.4m were reassigned to the Company's ultimate parent undertaking, Meyer International Holdings. On 3 September 2024, the Company allotted and issued 11,400,000 £1 Ordinary shares, which were credited as fully paid to the parent company in consideration of the debt owed. 

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 4

 
Meyer Group Limited
 
 
 
Directors' Report (continued)
For the year ended 31 December 2023

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


Mrs C Whalley-Livesey
Director

Date: 23 September 2024

Page 5

 
Meyer Group Limited
 
 
 
Independent Auditors' Report to the Members of Meyer Group Limited
 

Opinion


We have audited the financial statements of Meyer Group Limited (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise 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 Auditors' 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.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our auditors' 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.


Page 6

 
Meyer Group Limited
 
 
 
Independent Auditors' Report to the Members of Meyer Group Limited (continued)


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 3, 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 7

 
Meyer Group Limited
 
 
 
Independent Auditors' Report to the Members of Meyer Group Limited (continued)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' 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's assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team’s:
• Understanding of, and practical experience with audit engagements of a similar nature and complexity through    appropriate training and participation;
• Knowledge of the industry in which the entity operates;
• Understanding of the legal and regulatory requirements specific to the entity.
Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
• The nature of the industry and sector in which the company operates; the control environment and business     performance including key drivers for directors' remuneration, bonus levels and performance targets.
• The outcome of enquiries of management, including whether management was aware of any instances of non-   compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged   fraud. 
• Supporting documentation relating to the Company's policies and procedures for:
    - Identifying, evaluating, and complying with laws and regulations
    - Detecting and responding to the risks of fraud
• The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
• The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the    financial statements and any potential indicators of fraud.
• The legal and regulatory framework in which the Company operates, particularly those laws and regulations which    have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or    which had a fundamental effect on the operations of the Company, including General Data Protection requirements,   and Anti-bribery and Corruption.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
• Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with    the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
• Discussions with management, including consideration of known or suspected instances of non-compliance with laws  and regulations and fraud. Procedures to identify non-compliance with relevant laws and regulations were performed   at all components within the scope of our audit.
• Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
• Enquiring of management about any actual and potential litigation and claims.
• Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of    material misstatement due to fraud.
 
Page 8

 
Meyer Group Limited
 
 
 
Independent Auditors' Report to the Members of Meyer Group Limited (continued)


We have also considered the risk of fraud through management override of controls by:
• Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to    identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or   error.
• Challenging assumptions made by management in their significant accounting estimates, and assessing whether the    judgements made in making accounting estimates are indicative of a potential bias; and
• Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of    business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them.  Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through 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 auditors' 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 auditors' 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.


Anthony Woodings (Senior Statutory Auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG

23 September 2024
Page 9

 
Meyer Group Limited
 
 
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2023

2023
2022
Note
£000
£000

  

Turnover
 4 
21,110
22,273

Cost of sales
  
(14,999)
(15,835)

Gross profit
  
6,111
6,438

Distribution costs
  
(2,333)
(2,871)

Administrative expenses
  
(7,450)
(7,009)

Other operating income
 5 
614
698

Operating loss
 6 
(3,058)
(2,744)

Interest receivable and similar income
 10 
29
-

Interest payable and similar expenses
 11 
(586)
(600)

Loss before taxation
  
(3,615)
(3,344)

Tax on loss
 12 
(337)
(267)

Loss for the financial year
  
(3,952)
(3,611)

  

Currency translation differences
  
(27)
55

Foreign exchange on consolidation
  
(106)
190

Other comprehensive income for the year
  
(133)
245

Total comprehensive income for the year
  
(4,085)
(3,366)

Loss for the year attributable to:
  

Non-controlling interests
  
137
185

Owners of the parent company
  
(4,089)
(3,796)

  
(3,952)
(3,611)

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
110
240

Owners of the parent company
  
(4,195)
(3,606)

  
(4,085)
(3,366)

The notes on pages 17 to 41 form part of these financial statements.

Page 10

 
Meyer Group Limited
Registered number: 01443669

Consolidated Balance Sheet
As at 31 December 2023

2023
2022
Note
£000
£000

Fixed assets
  

Intangible assets
 14 
927
1,040

Tangible assets
 15 
12,959
13,748

Investments
 16 
24
24

  
13,910
14,812

Current assets
  

Stocks
 17 
13,901
16,753

Debtors: amounts falling due within one year
 18 
6,731
6,914

Cash at bank and in hand
 19 
2,204
3,517

  
22,836
27,184

Creditors: amounts falling due within one year
 20 
(31,883)
(23,901)

Net current (liabilities)/assets
  
 
 
(9,047)
 
 
3,283

Total assets less current liabilities
  
4,863
18,095

Creditors: amounts falling due after more than one year
 21 
(26)
(9,161)

Provisions for liabilities
  

Deferred taxation
 23 
(1)
(13)

Net assets
  
4,836
8,921


Capital and reserves
  

Called up share capital 
 24 
18,631
18,631

Revaluation reserve
 25 
8,061
8,404

Profit and loss account
 25 
(23,376)
(19,524)

Equity attributable to owners of the parent company
  
3,316
7,511

Non-controlling interests
  
1,520
1,410

  
4,836
8,921


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

Mrs C Whalley-Livesey
Director

Date: 23 September 2024

The notes on pages 17 to 41 form part of these financial statements.

Page 11

 
Meyer Group Limited
Registered number: 01443669

Company Balance Sheet
As at 31 December 2023

2023
2022
Note
£000
£000

Fixed assets
  

Intangible assets
 14 
637
574

Tangible assets
 15 
10,661
11,269

Investments
 16 
2,550
2,550

  
13,848
14,393

Current assets
  

Stocks
 17 
13,034
15,820

Debtors: amounts falling due within one year
 18 
5,600
6,356

Cash at bank and in hand
 19 
940
2,159

  
19,574
24,335

Creditors: amounts falling due within one year
 20 
(31,290)
(23,123)

Net current (liabilities)/assets
  
 
 
(11,716)
 
 
1,212

Total assets less current liabilities
  
2,132
15,605

  

Creditors: amounts falling due after more than one year
 21 
-
(9,103)

  
2,132
6,502

  

Net assets
  
2,132
6,502


Capital and reserves
  

Called up share capital 
 24 
18,631
18,631

Revaluation reserve
 25 
7,885
8,228

Profit and loss account brought forward
  
(20,357)
(17,052)

Loss for the year
  
(4,370)
(3,648)

Transfer from revaluation reserve

  

343
343

Profit and loss account carried forward
  
(24,384)
(20,357)

  
2,132
6,502


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

Mrs C Whalley-Livesey
Director

Date: 23 September 2024

The notes on pages 17 to 41 form part of these financial statements.

Page 12

 
Meyer Group Limited
 

Consolidated Statement of Changes in Equity
For the year ended 31 December 2023


Called up share capital
Revaluation reserve
Profit and loss account
Equity attributable to owners of parent company
Non-controlling interests
Total equity

£000
£000
£000
£000
£000
£000


At 1 January 2022
18,631
8,747
(16,261)
11,117
1,170
12,287


Comprehensive income for the year

Loss for the year
-
-
(3,796)
(3,796)
185
(3,611)

Currency translation differences
-
-
-
-
55
55

Foreign exchange
-
-
190
190
-
190
Total comprehensive income for the year
-
-
(3,606)
(3,606)
240
(3,366)

Transfer to profit and loss account
-
-
343
343
-
343

Transfer to profit and loss account
-
(343)
-
(343)
-
(343)



At 1 January 2023
18,631
8,404
(19,524)
7,511
1,410
8,921


Comprehensive income for the year

Loss for the year
-
-
(4,089)
(4,089)
137
(3,952)

Currency translation differences
-
-
-
-
(27)
(27)

Foreign exchange
-
-
(106)
(106)
-
(106)
Total comprehensive income for the year
-
-
(4,195)
(4,195)
110
(4,085)

Transfer to profit and loss account
-
-
343
343
-
343

Transfer to profit and loss account
-
(343)
-
(343)
-
(343)


At 31 December 2023
18,631
8,061
(23,376)
3,316
1,520
4,836


The notes on pages 17 to 41 form part of these financial statements.

Page 13

 
Meyer Group Limited
 

Company Statement of Changes in Equity
For the year ended 31 December 2023


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

£000
£000
£000
£000


At 1 January 2022
18,631
8,571
(17,052)
10,150


Comprehensive deficit for the year

Loss for the year
-
-
(3,648)
(3,648)
Total comprehensive income for the year
-
-
(3,648)
(3,648)

Transfer to profit and loss account
-
-
343
343

Transfer to profit and loss account
-
(343)
-
(343)



At 1 January 2023
18,631
8,228
(20,357)
6,502


Comprehensive deficit for the year

Loss for the year
-
-
(4,370)
(4,370)
Total comprehensive income for the year
-
-
(4,370)
(4,370)

Transfer to profit and loss account
-
-
343
343

Transfer to profit and loss account
-
(343)
-
(343)


At 31 December 2023
18,631
7,885
(24,384)
2,132


The notes on pages 17 to 41 form part of these financial statements.

Page 14

 
Meyer Group Limited
 

Consolidated Statement of Cash Flows
For the year ended 31 December 2023

2023
2022
£000
£000

Cash flows from operating activities

Loss for the financial year
(3,952)
(3,611)

Adjustments for:

Amortisation of intangible assets
114
361

Depreciation of tangible assets
838
863

Interest paid
586
600

Interest received
(29)
-

Taxation charge
337
267

Decrease/(increase) in stocks
2,852
(4,859)

(Increase)/decrease in debtors
(252)
2,036

Decrease in amounts owed by groups
588
6,228

(Decrease)/increase in creditors
(523)
255

(Decrease) in amounts owed to groups
(263)
(456)

Corporation tax (paid)
(506)
(270)

Foreign Exchange
(86)
162

Net cash generated from operating activities

(296)
1,576


Cash flows from investing activities

Purchase of intangible fixed assets
(1)
-

Purchase of tangible fixed assets
(94)
(265)

Interest received
29
-

Net cash from investing activities

(66)
(265)

Cash flows from financing activities

New secured loans
-
74

Repayment of loans
(366)
(350)

Interest paid
(586)
(600)

Net cash used in financing activities
(952)
(876)

Net (decrease)/increase in cash and cash equivalents
(1,314)
435

Cash and cash equivalents at beginning of year
3,517
3,082

Cash and cash equivalents at the end of year
2,203
3,517


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,204
3,517

Bank overdrafts
(1)
-

2,203
3,517


Page 15

 
Meyer Group Limited
 

Consolidated Analysis of Net Debt
For the year ended 31 December 2023





At 1 January 2023
Cash flows
Other non-cash changes
At 31 December 2023
£000

£000

£000

£000

Cash at bank and in hand

3,517

(1,313)

-

2,204

Bank overdrafts

-

(1)

-

(1)

Bank loans due after 1 year

(9,103)

-

9,077

(26)

Bank loans due within 1 year

(350)

290

(9,077)

(9,137)


(5,936)
(1,024)
-
(6,960)

The notes on pages 17 to 41 form part of these financial statements.

Page 16

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

1.


General information

Meyer Group Limited is a private company limited by shares and incorporated in England. The address of the registered office and principal place of business is Wirral International Business Park, Riverview Road, Bromborough, Wirral, CH62 3RH. The company's registered number is 01443669. 
The nature of the group's and company's operation and its principal activity consists of the importation of cookware, bakeware, pressure cookers, kitchen gadgets, knives and kitchen appliances for sale in the UK, Europe and the Middle East. 

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 statement of comprehensive income in these financial statements.

The financial statements are presented in Sterling (£). 
Amounts presented in the financial statements are rounded to the nearest thousand, unless otherwise stated. 

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Group and its own subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

  
2.3

Financial reporting standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
- The requirement of Section 7 Statement of Cash Flows;
- The requirement of Section 3 Financial Statement Presentation paragraph 3.17 (d).
The company's information is included in the consolidated financial statements.

Page 17

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.4

Going concern

The consolidated financial statements have been prepared on a going concern basis.  The following paragraphs set out the basis on which the directors have reached their conclusion.
At 31 December 2023, the Group had net current liabilities of £9,047,000 (2022: net current assets £3,283,000) and a deficit on the profit and loss account of £23,376,000 (2022: £19,524,000).  The Company had net current liabilities of £11,716,000 (2022: net current assets £1,212,000) and a deficit on the profit and loss account of £24,384,000 (2022: £20,357,000).
Included within creditors are bank loans totalling £9,103,000. The loan was initally being repaid in quarterly instalments and a final repayment of £8,929,000 was due in August 2024. In August 2024, the Company's bankers agreed to refinance the £8.9m loan for 2 years - quarterly payments will continue to be made until a final repayment of £8.1m is due in August 2026.  The directors of the parent company have agreed to guarantee repayment of the bank loans.
Creditors falling due within one year include amounts owed to group undertakings by the Company totalling £19,140,000 (2022: £18,891,000). Subsequent to the year-end, amounts owed to group undertakings totalling £11.4m were reassigned to the Company's ultimate parent undertaking, Meyer International Holdings. On 3 September 2024, the Company allotted and issued 11,400,000 £1 Ordinary shares, which were credited as fully paid to the parent company in consideration of the debt owed, and increased the Group and Company's net assets by £11.4m. The directors of the parent company have agreed to guarantee the amounts payable by the Company to the group undertakings for the period through to 30 September 2025.
Alongside the refinancing and capitalisation of debt, the Group and Company continue to rely on support from the parent company and the wider group to trade. The directors have received formal confirmation that the parent company, Meyer International Holdings, will continue to provide financial support.
The Group meets its working capital requirements through its cash balances, bank funding and support from the parent company. Based on management's forecasts and projections, the directors believe the Company and Group have sufficient facilities and support available, to trade through the next 12 month period.
Accordingly, the directors believe it is appropriate to prepare the consolidated financial statements to 31 December 2023 on a going concern basis and there will be no adverse impact on solvency for more than 12 months after the date of approval of the financial statements.

Page 18

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.5

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.

Revenue is recognised upon despatch of goods.

 
2.6

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated statement of comprehensive income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
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.

Page 19

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.7

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.

At each reporting date the Group 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.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is provided on the following basis:


Freehold property
-
4-10% straight line
Plant and machinery
-
33% straight line and 25% reducing balance
Motor vehicles
-
20% straight line

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. 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 the Consolidated statement of comprehensive income.

 
2.8

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 20

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.10

Stocks

Stocks 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. Work in progress and 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.

 
2.11

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.12

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.

Page 21

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.13

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date. 
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.


 
Page 22

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

2.Accounting policies (continued)


2.13
Financial instruments (continued)

Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
 

 
2.14

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.

 
2.15

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

Page 23

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.16

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 the Consolidated statement of comprehensive 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.

 
2.17

Finance costs

Finance costs are charged to the Consolidated statement of comprehensive income 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.

 
2.18

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.19

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 24

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.20

Interest income

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

 
2.21

Borrowing costs

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

 
2.22

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.

 
2.23

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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.

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 and the Group operate and generate income.

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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

Page 25

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions.
The directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material difference to the carrying amounts of the assets and liabilities within the next financial year.


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£000
£000

Sale of goods
21,110
22,273


Analysis of turnover by country of destination:

2023
2022
£000
£000

United Kingdom
15,150
17,101

Rest of Europe
2,597
2,310

Rest of the world
3,363
2,862

21,110
22,273



5.


Other operating income

2023
2022
£000
£000

Other operating income
33
81

Net rents receivable
56
46

Royalty receivable
455
529

Government grants receivable
-
24

Sundry income
70
18

614
698


Page 26

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

6.


Operating loss

The operating loss is stated after charging:

2023
2022
£000
£000

Depreciation of tangible fixed assets
838
863

Amortisation of intangible assets, including goodwill
115
361

Exchange differences
(212)
175

Operating lease rentals
52
143


7.


Auditors' remuneration

During the year, the Group obtained the following services from the company's auditors:


2023
2022
£000
£000

Fees payable to the company's auditors for the audit of the consolidated and parent company's financial statements
36
33

Fees payable to the company's auditors in respect of:

Taxation compliance services
3
9

Taxation advisory services
1
-

All non-audit services not included above
1
1


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


Auditing of accounts of subsidiaries of the group
7
2

Page 27

 
Meyer Group Limited
 
 
 
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
£000
£000
£000
£000


Wages and salaries
3,769
3,937
3,187
3,481

Social security costs
437
435
320
341

Cost of defined contribution scheme
176
181
152
153

4,382
4,553
3,659
3,975


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



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Management and sales
20
30
11
29



Administration
58
62
65
58



Manufacturing
5
5
-
-

83
97
76
87


9.


Directors' remuneration

2023
2022
£000
£000

Directors' emoluments
531
588

Group contributions to defined contribution pension schemes
50
54

581
642


During the year retirement benefits were accruing to 4 directors (2022 -5) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £192 thousand (2022 -£195 thousand).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £18 thousand (2022 -£18 thousand).

Page 28

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

10.


Interest receivable

2023
2022
£000
£000


Other interest receivable
29
-


11.


Interest payable and similar expenses

2023
2022
£000
£000


Bank interest payable
583
301

Loans from group undertakings
3
299

586
600


12.


Taxation


2023
2022
£000
£000

Corporation tax


Current tax on profits for the year
-
-

Foreign tax


Foreign tax on income for the year
337
267

Total current tax
337
267

Total deferred tax
 
-
 
-


Taxation on profit on ordinary activities
337
267
Page 29

 
Meyer Group Limited
 
 
 
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 higher than (2022 -higher than) the standard rate of corporation tax in the UK of 23.52% (2022 -19%). The differences are explained below:

2023
2022
£000
£000


Loss on ordinary activities before tax
(3,615)
(3,344)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 -19%)
(850)
(635)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
42
11

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
2
9

Capital allowances for year in excess of depreciation
103
-

Higher rate taxes on overseas earnings
6
49

Unrelieved tax losses carried forward
1,011
812

Other differences leading to an increase (decrease) in the tax charge
23
21

Total tax charge for the year
337
267


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


13.


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 statement of comprehensive income in these financial statements. The loss after tax of the parent company for the year was £4,370 thousand (2022 -loss £3,648 thousand).

Page 30

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

14.


Intangible assets

Group





Patents
Licences
Goodwill
Total

£000
£000
£000
£000



Cost


At 1 January 2023
41
1,040
2,297
3,378


Additions
1
-
-
1


Disposals
(28)
-
-
(28)



At 31 December 2023

14
1,040
2,297
3,351



Amortisation


At 1 January 2023
35
1,040
1,263
2,338


Charge for the year on owned assets
1
-
114
115


On disposals
(28)
-
-
(28)


Foreign exchange movement
(1)
-
-
(1)



At 31 December 2023

7
1,040
1,377
2,424



Net book value



At 31 December 2023
7
-
920
927



At 31 December 2022
6
-
1,034
1,040

Amortisation of intangible assets is included within administrative expenses.
Goodwill which arose upon the acquisition by the company of JWP Limited in 2011 has a carrying value of £224,000 and a remaining amortisation period of 8 years.
Goodwill which arose upon the acquisition by the company of Ruffoni SRL in 2011 has a carrying value of £688,000 and a remaining amortisation period of 8 years.
Patents have carrying value of £7,000 and are amortised over 3 years.



Page 31

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023
 
           14.Intangible assets (continued)

Company




Licenses
Goodwill
Total

£000
£000
£000



Cost


At 1 January 2023
1,040
1,275
2,315


Adjustment (correcton to 2021 hive-up accounting)
-
318
318



At 31 December 2023

1,040
1,593
2,633



Amortisation


At 1 January 2023
1,040
701
1,741


Charge for the year
-
255
255



At 31 December 2023

1,040
956
1,996



Net book value



At 31 December 2023
-
637
637



At 31 December 2022
-
574
574

During the year ended 31 December 2021, the trade and assets of JWP Limited, a subsidiary company, were hived up into Meyer Group Limited. As a result, goodwill totalling £1,275,000 was recognised as an intangible asset in the Company's balance sheet. JWP Limited was originally acquired in 2011, and a £647,000 amortisation charge was accounted for in 2021 to take into account the useful economic life that had already elapsed from the date of acquisition.  During 2023, the Company identified that a correction was required to the original hive-up accounting, whereby the cost of the company goodwill recognised in 2021 should have been £318,000 higher, at £1,593,000. In periods up to 31 December 2022, additional amortisation totalling £175,000 should also have been accounted for.  The net book value of company goodwill associated with the hive-up of JWP Limited was therefore understated by £143,000 in Meyer Group Limited's financial statements for the year-ended 31 December 2022.  This amount is assessed to be immaterial and the directors have decided that a prior year adjustment is not required. 
The goodwill cost has been corrected in the year ended 31 December 2023, and amortisation totalling £175,000 which relates to prior periods is included in the £255,000 charge for the year shown above. The goodwill has a net book value of £637,000 at 31 December 2023 and the remaining useful economic life is 8 years.

Page 32

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

15.


Tangible fixed assets

Group






Freehold property
Plant and machinery
Motor vehicles
Total

£000
£000
£000
£000



Cost or valuation


At 1 January 2023
13,557
4,941
157
18,655


Additions
-
94
-
94


Exchange adjustments
(42)
(19)
(6)
(67)



At 31 December 2023

13,515
5,016
151
18,682



Depreciation


At 1 January 2023
571
4,221
115
4,907


Charge for the year
503
314
21
838


Exchange adjustments
(4)
(14)
(4)
(22)



At 31 December 2023

1,070
4,521
132
5,723



Net book value



At 31 December 2023
12,445
495
19
12,959



At 31 December 2022
12,986
720
42
13,748

Included in freehold property is freehold land at a valuation of £592,000 (2022: £592,000), which is not depreciated.

A freehold property held in the Company was valued on 9 November 2020 on a market value with vacant possession basis by Nick Ogden, MRICS, a RICS Registered Valuer, Knight Frank. The property was valued at £11,000,000. The directors believe that there has not been a material change in the value of these assets between the year end and the valuation date. 
Another freehold property in the Group was valued on 30 April 2021 by the Directors of the Company.  The property was valued at €1,955,000. The directors believe that there has not been a material change in the value of these assets between the year end and the valuation date. 

Page 33

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

           15.Tangible fixed assets (continued)

If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows:

2023
2022
£000
£000

Group


Cost
9,905
9,905

Accumulated depreciation
(7,278)
(6,880)

Net book value
2,627
3,025


Company






Freehold property
Plant and machinery
Motor vehicles
Total

£000
£000
£000
£000

Cost or valuation


At 1 January 2023
11,048
4,677
19
15,744


Additions
-
87
-
87



At 31 December 2023

11,048
4,764
19
15,831



Depreciation


At 1 January 2023
444
4,012
19
4,475


Charge for the year on owned assets
445
250
-
695



At 31 December 2023

889
4,262
19
5,170



Net book value



At 31 December 2023
10,159
502
-
10,661



At 31 December 2022
10,604
665
-
11,269






The freehold property held in the Company was valued on 9 November 2020 on a market value with vacant possession basis by Nick Ogden, MRICS, a RICS Registered Valuer, Knight Frank. The property was revalued at £11,000,000. The directors believe that there has not been a material change in the value of these assets between the year end and the valuation date. 

Page 34

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

15.


Tangible fixed assets (continued)

If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows:


2023
2022
£000
£000


Cost
8,580
8,580

Accumulated depreciation
(6,871)
(6,511)

Net book value
1,709
2,069


16.


Fixed asset investments

Group





Investments in subsidiary companies

£000



Cost or valuation


At 1 January 2023
24



At 31 December 2023

24






Net book value



At 31 December 2023
24



At 31 December 2022
24

Page 35

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023
Company





Investments in subsidiary companies

£000



Cost or valuation


At 1 January 2023
2,550



At 31 December 2023
2,550






Net book value



At 31 December 2023
2,550



At 31 December 2022
2,550


Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Class of shares

Holding

JWP Limited
Ordinary
100%
Ruffoni SRL
Ordinary
73%
Gloryfair Limited
Ordinary
100%
Kitchenware Express Limited
Ordinary
100%
Meyer Kitchenware Europe Limited
Ordinary
100%

The registered office of JWP Limited, Gloryfair Limited and Kitchenware Express Limited is Wirral International Business Park, Riverview Road, Bromborough, Wirral, CH62 3RH.
The registered office of Ruffoni SRL is Via Magenta 5, P.O. Box 11, 28887 Omegna (VB), Italy.
The registered office of Meyer Kitchenware Europe Limited is 104 Lower Baggot Street, Dublin, D02 Y940, Ireland.

Page 36

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

17.


Stocks

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Raw materials and consumables
102
112
-
-

Work in progress (goods to be sold)
491
555
-
-

Finished goods and goods for resale
13,308
16,086
13,034
15,820

13,901
16,753
13,034
15,820


Impairment losses totalling £150,000 (2022 -£193,000) were recognised in the statement of comprehensive income.


18.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000


Trade debtors
3,709
4,400
3,216
4,102

Amounts owed by group undertakings
828
1,416
1,540
1,344

Other debtors
391
384
174
214

Prepayments and accrued income
795
712
670
696

Tax recoverable
155
2
-
-

Financial instruments
853
-
-
-

6,731
6,914
5,600
6,356


An impairment loss of £5,000 (2022: 4,000) was recognised against trade debtors. 


19.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Cash at bank and in hand
2,204
3,517
940
2,159

Less: bank overdrafts
(1)
-
(1)
-

2,203
3,517
939
2,159


Page 37

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

20.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Bank overdrafts
1
-
1
-

Bank loans
9,137
366
9,103
350

Trade creditors
1,399
1,581
1,016
1,347

Amounts owed to group undertakings
18,826
19,089
19,140
18,891

Corporation tax
75
79
-
-

Other taxation and social security
761
841
695
792

Other creditors
335
178
26
26

Accruals and deferred income
1,349
1,767
1,309
1,717

31,883
23,901
31,290
23,123


The Company's Bank loans are secured by a full parental guarantee. Bank loans and bank overdrafts are also secured by debenture including Fixed Charge over all present freehold and leasehold property; First Fixed Charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and First Floating Charge over all assets and undertaking both present and future.


21.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Bank loans
26
9,161
-
9,103


The Company's Bank loans are secured by a full parental guarantee. These Bank loans are also secured by debenture including Fixed Charge over all present freehold and leasehold property; First Fixed Charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and First Floating Charge over all assets and undertaking both present and future.

Page 38

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

22.


Bank loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Amounts falling due within one year

Bank loans
9,137
366
9,103
350

Amounts falling due 1-2 years

Bank loans
18
9,132
-
9,103

Amounts falling due 2-5 years

Bank loans
8
29
-
-


9,163
9,527
9,103
9,453


The Company has a bank loan with a total liability of £9,103,000 outstanding at 31 December 2023 (2022: £9,453,000). Interest at a rate of 1.75% per annum over the Bank of England Base rate is payable on the outstanding principal amount of the loan on a monthly basis.
The loan is being repaid in quarterly instalments, and a final repayment of £8,929,000 was due to be made 3 years from the date of the drawdown of the loan, in August 2024. In August 2024, the Company's bankers agreed to refinance the £8.9m loan for 2 years - quarterly payments will continue to be made until a final repayment of £8.1m is due in August 2026.
The Group also has unsecured bank loans with a total liability of £60,000 outstanding at 31 December 2023. Amounts totalling £34,000, £18,000 and £8,000 are repayable in less than one year, 1-2 years and 2-5 years respectively.


23.


Deferred taxation


Group



2023
2022


£000

£000






Liability at beginning of year
(13)
(12)


Charged/(credited) to profit or loss
12
(1)



Liability at end of year
(1)
(13)

Page 39

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023
 
23.Deferred taxation (continued)







The provision for deferred taxation is made up as follows:

Group
Group
2023
2022
£000
£000

Accelerated capital allowances
1
13

A deferred tax asset of £8,628,000 (2022: £7,650,000) has not been recognised in respect of timing differences between (i) the net book value of fixed assets and the written down value of assets for taxation purposes; and (ii) losses available to offset against future corporation tax liabilities due to uncertainties as to the timing of when the asset will be recoverable. 


24.


Share capital

2023
2022
£000
£000
Allotted, called up and fully paid



18,630,785 (2022 -18,630,785) Ordinary shares of £1.00 each
18,631
18,631



25.


Reserves

Revaluation reserve
The revaluation reserve includes revaluations of freehold property, net of depreciation recognised in the profit and loss account in excess of depreciation applicable under the historical cost convention.
Profit and loss account
The profit and loss account includes all current and prior period retained profits and losses. 


26.


Contingent liabilities

The group has a composite facility and on 16 July 2018, the company entered into a debenture. As a result, the company may be held responsible for the liabilities of other group companies which at 31 December 2023 totalled £nil (2022: £nil). 
There is also a company guarantee dated 25 June 2018 in favour of HMRC, Central Deferment Office for £200,000.

Page 40

 
Meyer Group Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

27.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £176,000 (2022: £181,000). Contributions totalling £3,000 (2022: £nil) were payable to the fund at the balance sheet date. 


28.


Post balance sheet events

At the balance sheet date, the Company had a Bank loan which was being repaid in quarterly instalments and for which a final repayment of £8.9m was due to be made in August 2024. In August 2024, the Company's bankers agreed to refinance the £8.9m loan for 2 years - quarterly payments will be made until a final repayment of £8.1m is due in August 2026. 
During 2024, amounts owed to group undertakings totalling £11.4m were reassigned to the Company's ultimate parent undertaking, Meyer International Holdings. On 3 September 2024, the Company allotted and issued 11,400,000 £1 Ordinary shares, which were credited as fully paid to the parent company in consideration of the debt owed. 


29.


Related party transactions

The directors have chosen not to disclose transactions entered into with other companies wholly owned within the group as permitted under FRS 102 paragraph 33.1A. 
Key management are considered to be the directors of the parent company, their compensation is disclosed in note 9. 
Included within other creditors due within one year is an amount of £nil (2022: £11,000) due to a director and minority shareholder of Ruffoni SRL. 
During the year, purchases totalling £53,000 (2022: £64,000) were made from a subsidiary that is not wholly owned. At the year end, amounts outstanding totalled £100,000 (2022: £103,000) and were included in amounts owed to group undertakings.


30.


Controlling party

The company's ultimate parent undertaking is Meyer International Holdings Limited, a company incorporated in the British Virgin Islands. 
Meyer International Holdings Limited is the parent undertaking of both the largest and smallest group for which group accounts are drawn up and of which the company is a member. Meyer International Holdings Limited's registered office is Vistra Corporate Services Centre, Road Town, Tortola, British Virgin Islands, VG1110.

 
Page 41