Company registration number 10326412 (England and Wales)
MIH HOLDINGS LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
MIH HOLDINGS LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
MIH HOLDINGS LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
4
2,525,623
2,525,623
Current assets
Debtors
6
594,649
594,649
Creditors: amounts falling due within one year
7
(1,117,521)
(1,116,521)
Net current liabilities
(522,872)
(521,872)
Net assets
2,002,751
2,003,751
Capital and reserves
Called up share capital
10
581
581
Share premium account
339,448
339,448
Capital contribution reserves
4,328,203
4,328,203
Profit and loss reserves
(2,665,481)
(2,664,481)
Total equity
2,002,751
2,003,751
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
For the financial year ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 24 September 2024 and are signed on its behalf by:
P Davis
Director
Company Registration No. 10326412
MIH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
MIH Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Mi House, Penrhyn Court, Penrhyn Road, Knowsley Business Park, Prescot, Merseyside, L34 9AB.
1.1
Reporting period
To align with the year-end date of the ultimate parent company, the company has changed its year-end date from 31 March to 31 December. As a result, the comparative figures, particularly those in the profit and loss accounts and relevant notes in these financial statements, are not comparable as the current reporting period only covers nine months up to 31 December 2022.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.3
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.5
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
MIH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
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 company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including 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. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.7
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.8
Share-based payments
For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At the balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
1.9
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
MIH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised 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.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
4
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
2,525,623
2,525,623
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
MED Imaging Healthcare Group Limited
England & Wales
Ordinary
100.00
-
MED Imaging Healthcare Limited
England & Wales
Ordinary
-
100.00
M I Dental Imaging Limited
England & Wales
Ordinary
-
100.00
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
594,649
594,649
MIH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
7
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
1,117,521
1,116,521
Securities
An unlimited debenture dated 11 November 2016 including the right of set off.
8
Convertible loan notes
2023
2022
£
£
Liability component of convertible loan notes
-
-
The net proceeds received from the issue of the convertible loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity.
The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the Balance Sheet represents the effective interest rate less interest paid to that date.
The effective rate of interest is 10%.
The equity component of the convertible loan notes has been credited to the equity reserve.
9
Share-based payment transactions
The company established an Enterprise Management Incentive Scheme during the year to 31 March 2017 and 31 March 2019. The number of options granted was 4,945 with a fair value ranging from £10.88 to £11.62 per option. The options are to be settled on the occurrence of the "exit" event.
The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date”).
The expected life used in the model has been adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.
Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.
Liabilities and expenses
MIH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Share-based payment transactions
(Continued)
- 6 -
During the year, the company recognised total expenses of £- (2022 - £1,865,099) which related to settled share based payment transactions.
10
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
27,649
27,649
276
276
Ordinary A shares of 1p each
24,155
24,155
241
241
Ordinary B shares of 1p each
1,455
1,455
15
15
Ordinary C shares of 1p each
4,945
4,945
49
49
58,204
58,204
581
581
11
Related party transactions
MED Imaging Healthcare Group Limited
MED Imaging Healthcare Group Ltd is a wholly owned subsidiary of MIH Holdings Limited.
At the balance sheet date an inter company loan was due from MED Imaging Healthcare Group Ltd amounting to £594,649 (At 31 December 2022 - £594,649).
MED Imaging Healthcare Limited
MED Imaging Healthcare Ltd is a wholly owned subsidiary of MED Imaging Healthcare Group Limited.
At the balance sheet date an inter company loan was due to MED Imaging Healthcare Ltd amounting to £1,117,522 (At 31 December 2022 - £1,116,522).
12
Parent company
The company's ultimate parent undertaking at the balance sheet date was ACP Hyperdrive, Inc., a company registered in the United States of America. Its registered office is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801, United States of America.