REGISTERED NUMBER: 05956820 (England and Wales) |
Group Strategic Report, |
Report of the Directors and |
Consolidated Financial Statements |
for the Year Ended 31st January 2024 |
for |
THE MELIORA GROUP LIMITED |
REGISTERED NUMBER: 05956820 (England and Wales) |
Group Strategic Report, |
Report of the Directors and |
Consolidated Financial Statements |
for the Year Ended 31st January 2024 |
for |
THE MELIORA GROUP LIMITED |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Contents of the Consolidated Financial Statements |
for the year ended 31st January 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 6 |
Consolidated Profit and Loss Account | 10 |
Consolidated Other Comprehensive Income | 11 |
Consolidated Balance Sheet | 12 |
Company Balance Sheet | 13 |
Consolidated Statement of Changes in Equity | 14 |
Company Statement of Changes in Equity | 15 |
Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Cash Flow Statement | 17 |
Notes to the Consolidated Financial Statements | 19 |
THE MELIORA GROUP LIMITED |
Company Information |
for the year ended 31st January 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
& Statutory Auditors |
Monometer House |
Rectory Grove |
Leigh on Sea |
Essex |
SS9 2HN |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Group Strategic Report |
for the year ended 31st January 2024 |
INTRODUCTION |
The directors have pleasure in presenting their strategic report for the year ended 31 January 2024. The directors aim to present a balanced and comprehensive review of the development and performance of the group's business during the year and its position at the year end. The review is consistent with the size and nature of the business and is written in the context of the risks and uncertainties that the group faces. |
REVIEW OF BUSINESS |
The directors report a small turnover decline in this financial year (6.6%) resultant primarily from a drop in sales performance of the Packaging division following the win of an extraordinary one-off contract last year that saw the group engaged in the largest single contract that it had ever undertaken the like of which is very unusual and certainly not annually repeatable. |
Despite the decline in sales the Board consider that this is still a strong performance in the prevalent market and economic conditions. The group will continue to invest in both processes and innovation to maintain current levels of turnover as it seeks to supplement historic market sector penetration with new markets that are being targeted through CRM and sales strategies following continued investment. |
The group reports a small decline in the level of gross profit margins reported (to 40.4% from 42.6%), reflecting the impact of reduced turnover levels against fixed direct costs and increasing costs in a very competitive market. |
The decline in turnover levels and gross profit margins reported has led the group to report a significant change in profitability at £231,303 before tax (1.5%) as compared to the strong performance last year of £517,103 (3.2%). |
In seeking to combat market pressures and to streamline the business cost base, the Board are delighted to announce that group restructuring undertaken post year end (completed in August 2024) has led to Collector Set Printers, a fellow subsidiary of The Meliora Group, relocating into the (now) shared premises which will lead to considerable administrative, management and operating efficiencies to accrue over the next few years. The costs of securing the exit from the leases formerly entered into in relation to the Aylesford depots was successfully negotiated with the landlord agreeing to a settlement that has led the group to release an excess provision of £135,881 in the current financial year. |
Further, following the significant cost increases incurred resultant from the Ukraine war upon the costs of electricity and gas contractual prices, the Board is pleased to confirm that significantly lower costs have been negotiated from November 2024. |
The directors recognise that market and economic conditions have impacted upon recent growth levels delivered, but with continuing investment in enhanced CRM systems, direct sales and marketing management the board are confident that recent profitability trends are attainable. |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Group Strategic Report |
for the year ended 31st January 2024 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The directors recognise that risk is inherent in any business and seek to manage risk in a controlled manner. |
The key business risks are set out as follows: |
Economic - the group is subject to many of the same general economic risks faced by other businesses especially during periods of economic downturn. The group seeks to mitigate this risk by having a diverse geographical and sector mix of customers. |
Commercial - the group operates in a competitive marketplace and faces competition from other manufacturers. The group seeks to mitigate this risk by continually developing and expanding their product range, and offering an extensive range of high quality products. |
Financing - the group's funding requirements are met through a combination of medium term loans and short term invoice discounting facilities. |
Financial - the group has a specific exposure to credit risk, liquidity risk, and interest rate fluctuations. The group has established a number of policies and management tools to mitigate the risks presented. |
FINANCIAL KEY PERFORMANCE INDICATORS |
The key performance indicators are as follows: |
2024 | 2023 |
£'000 | £'000 |
Turnover | 15,178 | 16,246 |
Gross profit | 6,131 | 6,919 |
Operating profit | 193 | 1,568 |
Pre-tax profit | 231 | 517 |
The directors monitor a range of KPIs on a regular basis including operating efficiency, asset utilisation, liquidity and asset ratios, as well as cash flow forecasting systems. |
ON BEHALF OF THE BOARD: |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Report of the Directors |
for the year ended 31st January 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 31st January 2024. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of the company acted as a holding company to its wholly owned subsidiaries, Delga Press Limited, Collector Set Printers Limited and Delga Labels Limited, all engaged in the printing industry, and Martin Paper Sales Limited engaged in paper supply. |
There are two further subsidiaries, Scarbutts Printers Limited, Boxable Limited (formerly Six Sides Packaging Limited) that were both dormant in the financial year. |
DIVIDENDS |
No dividends will be distributed for the year ended 31st January 2024. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1st February 2023 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Report of the Directors |
for the year ended 31st January 2024 |
AUDITORS |
The auditors, Barrons Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
The Meliora Group Limited |
Opinion |
We have audited the financial statements of The Meliora Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st January 2024 which comprise the Consolidated Profit and Loss Account, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31st January 2024 and of the group's profit 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
The Meliora Group Limited |
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 Report of the Directors. |
We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page four, 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 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. |
Report of the Independent Auditors to the Members of |
The Meliora Group Limited |
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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. |
The following laws and regulations were identified as being of significance to the entity: |
- Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation. |
- Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include health and safety legislation. |
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud. |
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). |
A further description of our responsibilities 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 Report of the Auditors. |
Report of the Independent Auditors to the Members of |
The Meliora Group Limited |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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. |
for and on behalf of |
Chartered Accountants |
& Statutory Auditors |
Monometer House |
Rectory Grove |
Leigh on Sea |
Essex |
SS9 2HN |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Consolidated Profit and Loss Account |
for the year ended 31st January 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
TURNOVER | 3 | 15,177,839 | 16,246,108 |
Cost of sales | 9,046,686 | 9,327,449 |
GROSS PROFIT | 6,131,153 | 6,918,659 |
Distribution costs | 1,215,974 | 1,293,253 |
Administrative expenses | 4,721,828 | 4,057,767 |
5,937,802 | 5,351,020 |
OPERATING PROFIT | 5 | 193,351 | 1,567,639 |
Dilapidation costs | 6 | 135,881 | (947,500 | ) |
329,232 | 620,139 |
Interest receivable and similar income | 1,483 | 40 |
330,715 | 620,179 |
Interest payable and similar expenses | 7 | 99,412 | 103,076 |
PROFIT BEFORE TAXATION | 231,303 | 517,103 |
Tax on profit | 8 | 59,290 | 177,883 |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 172,013 | 339,220 |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Consolidated Other Comprehensive Income |
for the year ended 31st January 2024 |
2024 | 2023 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 172,013 | 339,220 |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
172,013 |
339,220 |
Total comprehensive income attributable to: |
Owners of the parent | 172,013 | 339,220 |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Consolidated Balance Sheet |
31st January 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 13 | 4,751 | 5,751 |
Tangible assets | 14 | 1,817,002 | 1,708,325 |
Investments | 15 | - | - |
1,821,753 | 1,714,076 |
CURRENT ASSETS |
Stocks | 16 | 663,662 | 676,239 |
Debtors | 17 | 4,041,465 | 3,389,893 |
Cash at bank and in hand | 50,794 | 608,780 |
4,755,921 | 4,674,912 |
CREDITORS |
Amounts falling due within one year | 18 | 3,737,261 | 3,362,346 |
NET CURRENT ASSETS | 1,018,660 | 1,312,566 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
2,840,413 |
3,026,642 |
CREDITORS |
Amounts falling due after more than one year |
19 |
(1,022,705 |
) |
(1,304,355 |
) |
PROVISIONS FOR LIABILITIES | 23 | (1,159,786 | ) | (1,236,378 | ) |
NET ASSETS | 657,922 | 485,909 |
CAPITAL AND RESERVES |
Called up share capital | 24 | 5,700 | 5,700 |
Share premium | 25 | 26,160 | 26,160 |
Capital redemption reserve | 25 | 75,000 | 75,000 |
Retained earnings | 25 | 551,062 | 379,049 |
SHAREHOLDERS' FUNDS | 657,922 | 485,909 |
The financial statements were approved by the Board of Directors and authorised for issue on 29th October 2024 and were signed on its behalf by: |
Mr I M Conetta - Director |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Company Balance Sheet |
31st January 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 13 |
Tangible assets | 14 |
Investments | 15 |
CURRENT ASSETS |
Debtors | 17 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 18 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
19 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 24 |
Share premium | 25 |
Capital redemption reserve | 25 |
Retained earnings | 25 |
SHAREHOLDERS' FUNDS |
Company's (loss)/profit for the financial year | (48,022 | ) | 755,237 |
The financial statements were approved by the Board of Directors and authorised for issue on |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Consolidated Statement of Changes in Equity |
for the year ended 31st January 2024 |
Called up | Capital |
share | Retained | Share | redemption | Total |
capital | earnings | premium | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1st February 2022 | 5,700 | 368,862 | 26,160 | 75,000 | 475,722 |
Changes in equity |
Dividends | - | (329,033 | ) | - | - | (329,033 | ) |
Total comprehensive income | - | 339,220 | - | - | 339,220 |
Balance at 31st January 2023 | 5,700 | 379,049 | 26,160 | 75,000 | 485,909 |
Changes in equity |
Total comprehensive income | - | 172,013 | - | - | 172,013 |
Balance at 31st January 2024 | 5,700 | 551,062 | 26,160 | 75,000 | 657,922 |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Company Statement of Changes in Equity |
for the year ended 31st January 2024 |
Called up | Capital |
share | Retained | Share | redemption | Total |
capital | earnings | premium | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1st February 2022 |
Changes in equity |
Dividends | - | ( |
) | - | - | ( |
) |
Total comprehensive income | - | - |
Balance at 31st January 2023 |
Changes in equity |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31st January 2024 |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Consolidated Cash Flow Statement |
for the year ended 31st January 2024 |
2024 | 2023 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 281,111 | 2,886,436 |
Interest paid | (53,044 | ) | (67,278 | ) |
Interest element of hire purchase payments paid |
(46,368 |
) |
(35,798 |
) |
Net cash from operating activities | 181,699 | 2,783,360 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (156,141 | ) | (68,163 | ) |
Sale of tangible fixed assets | - | 1,700 |
Sale of fixed asset investments | (1 | ) | - |
Interest received | 1,483 | 40 |
Net cash from investing activities | (154,659 | ) | (66,423 | ) |
Cash flows from financing activities |
Capital repayments in year | (556,885 | ) | (600,918 | ) |
Amount withdrawn by directors | (309,173 | ) | - |
Movement in discounting facility | 281,032 | (1,204,582 | ) |
Equity dividends paid | - | (329,033 | ) |
Net cash from financing activities | (585,026 | ) | (2,134,533 | ) |
(Decrease)/increase in cash and cash equivalents | (557,986 | ) | 582,404 |
Cash and cash equivalents at beginning of year |
2 |
608,780 |
26,376 |
Cash and cash equivalents at end of year | 2 | 50,794 | 608,780 |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Notes to the Consolidated Cash Flow Statement |
for the year ended 31st January 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2024 | 2023 |
£ | £ |
Profit before taxation | 231,303 | 517,103 |
Depreciation charges | 352,177 | 436,847 |
Loss/(profit) on disposal of fixed assets | 35,347 | (356 | ) |
Movement in provisions | (135,881 | ) | 947,500 |
Finance costs | 99,412 | 103,076 |
Finance income | (1,483 | ) | (40 | ) |
580,875 | 2,004,130 |
Decrease in stocks | 12,577 | 13,693 |
Increase in trade and other debtors | (651,432 | ) | (354,240 | ) |
Increase in trade and other creditors | 339,091 | 1,222,853 |
Cash generated from operations | 281,111 | 2,886,436 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31st January 2024 |
31.1.24 | 1.2.23 |
£ | £ |
Cash and cash equivalents | 50,794 | 608,780 |
Year ended 31st January 2023 |
31.1.23 | 1.2.22 |
£ | £ |
Cash and cash equivalents | 608,780 | 26,376 |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Notes to the Consolidated Cash Flow Statement |
for the year ended 31st January 2024 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
Other |
non-cash |
At 1.2.23 | Cash flow | changes | At 31.1.24 |
£ | £ | £ | £ |
Net cash |
Cash at bank |
and in hand | 608,780 | (557,986 | ) | 50,794 |
608,780 | (557,986 | ) | 50,794 |
Debt |
Finance leases | (758,589 | ) | 251,255 | (339,062 | ) | (846,396 | ) |
Debts falling due |
within 1 year | (493,271 | ) | (275,400 | ) | - | (768,671 | ) |
Debts falling due |
after 1 year | (750,000 | ) | 300,000 | - | (450,000 | ) |
(2,001,860 | ) | 275,855 | (339,062 | ) | (2,065,067 | ) |
Total | (1,393,080 | ) | (282,131 | ) | (339,062 | ) | (2,014,273 | ) |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Notes to the Consolidated Financial Statements |
for the year ended 31st January 2024 |
1. | STATUTORY INFORMATION |
The Meliora Group Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Turnover |
The turnover 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 the revenue is recognised: |
Sale of goods |
Revenue from the sale of goods is recognised when all of the following conditions are satisfied: |
- | the Company has transferred the significant risks and rewards of ownership to the buyer; |
- | the Company 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 Company 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. |
Rendering of services |
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: |
- | the amount of revenue can be measured reliably; |
- | it is probable that the Company will receive the consideration due under the contract; |
- | the stage of completion of the contract at the end of the reporting period can be measured reliably; and |
- | the costs incurred and the costs to complete the contract can be measured reliably. |
Goodwill |
Goodwill represents the amount paid in connection with the acquisition of the company's trading activities 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 Profit and Loss Account over its useful economic life. |
The estimated useful life is as follows: |
Goodwill - Straight line over 10 years |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st January 2024 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Tangible fixed assets 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 residual value over their estimated useful lives, using either a straight line or reducing balance method, as indicated below. |
Depreciation is provided on the following basis: |
Plant and machinery - straight line or diminishing value over estimated useful life |
Fixtures and fittings - straight line over estimated useful life |
Motor vehicles - straight line over estimated useful life |
Computer equipment - straight line over estimated useful life |
The asset's 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. |
Stocks |
Stocks are stated at the lower of cost and 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 and loss. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st January 2024 |
2. | ACCOUNTING POLICIES - continued |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Assets obtained under hire purchase contacts 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 and loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Financial instruments |
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares. |
Financial assets that are 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 profit and loss. |
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. |
Debtors |
Basic financial assets, including trade and other debtors, 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. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment. |
Cash and cash equivalents |
Cash and cash equivalents are represented by cash in hand, deposits held at call with financial institutions, and other short-term highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amount of cash with insignificant risk of change in value. |
Holiday pay accrual |
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date. |
Invoice discounting |
The company has an agreement with HSBC Bank Plc whereby the majority of its trade debtors are invoice discounted with recourse after 60 days. On the basis that the benefits and risks attaching to the debts remain with the company, a separate presentation has been adopted, in accordance with FRS102 section 2. On this basis the gross debts are included as an asset within trade debtors and the proceeds received are included within bank loans as a liability. |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st January 2024 |
2. | ACCOUNTING POLICIES - continued |
Creditors |
Basic financial liabilities, including trade and other creditors, loans from third parties and loans from related parties, 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. Such instruments are subsequently carried at amortised cost using effective interest method, less any impairment. |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
2024 | 2023 |
£ | £ |
United Kingdom | 14,969,716 | 13,548,575 |
Europe | 208,123 | 2,697,533 |
15,177,839 | 16,246,108 |
4. | EMPLOYEES AND DIRECTORS |
2024 | 2023 |
£ | £ |
Wages and salaries | 4,113,015 | 3,897,033 |
Social security costs | 370,512 | 406,604 |
Other pension costs | 81,140 | 78,653 |
4,564,667 | 4,382,290 |
The average number of employees during the year was as follows: |
2024 | 2023 |
Director | 4 | 4 |
Administration | 33 | 30 |
Distribution | 8 | 8 |
Marketing | 4 | 2 |
Production | 57 | 59 |
Repro | 10 | 11 |
Sales | 7 | 8 |
2024 | 2023 |
£ | £ |
Directors' remuneration | 392,349 | 322,875 |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st January 2024 |
4. | EMPLOYEES AND DIRECTORS - continued |
Information regarding the highest paid director is as follows: |
2024 | 2023 |
£ | £ |
Emoluments etc | 141,518 | 123,000 |
5. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
2024 | 2023 |
£ | £ |
Hire of plant and machinery | 437,371 | 200,987 |
Other operating leases | 280,776 | 267,154 |
Depreciation - owned assets | 351,180 | 435,848 |
Loss/(profit) on disposal of fixed assets | 35,347 | (356 | ) |
Goodwill amortisation | 1,000 | 1,000 |
Auditors' remuneration | 23,507 | 29,375 |
Foreign exchange differences | 4,195 | 1,802 |
Auditors non audit service fees | 169,940 | - |
6. | EXCEPTIONAL ITEMS |
2024 | 2023 |
£ | £ |
Dilapidation costs | 135,881 | (947,500 | ) |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2024 | 2023 |
£ | £ |
Bank loan interest | 42,782 | 57,015 |
Finance lease | - | 4,848 |
Factor interest | 10,262 | 5,415 |
Hire purchase | 46,368 | 35,798 |
99,412 | 103,076 |
8. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2024 | 2023 |
£ | £ |
Deferred tax | 59,290 | 177,883 |
Tax on profit | 59,290 | 177,883 |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st January 2024 |
8. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2024 | 2023 |
£ | £ |
Profit before tax | 231,303 | 517,103 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 19 %) |
57,826 |
98,250 |
Effects of: |
Expenses not deductible for tax purposes | 3,541 | 9,258 |
Capital allowances in excess of depreciation | (44,099 | ) | - |
Depreciation in excess of capital allowances | - | 48,240 |
Group relief | (47,828 | ) | (95,680 | ) |
Deferred tax | 59,289 | 177,883 |
B/f Losses utilised | - | (62,689 | ) |
C/f losses | 30,641 | 760 |
Provisions | (80 | ) | 947 |
Non trade loan relationships | - | 914 |
Total tax charge | 59,290 | 177,883 |
9. | INDIVIDUAL PROFIT AND LOSS ACCOUNT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
10. | DIVIDENDS |
2024 | 2023 |
£ | £ |
ORDINARY B shares of £1 each |
Interim | - | 44,525 |
ORDINARY A shares of £1 each |
Interim | - | 207,847 |
ORDINARY C shares of £1 each |
Interim | - | 52,136 |
ORDINARY D shares of £1 each |
Interim | - | 24,525 |
- | 329,033 |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st January 2024 |
11. | GOING CONCERN |
In accordance with UK GAAP, the group annually assesses whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the ability of the group to continue as a goring concern and meet its obligations as they become due, for at least one year after the date that the financial statements are issued. The evaluation is based on relevant conditions and events that are known or reasonably knowable at this date. |
The financial statements have been prepared on the going concern basis. |
12. | LEASEHOLD DILAPIDATIONS |
A provision was made in the prior year financial statements for the expected cost of leasehold dilapidations amounting to £947,500. This provision is based upon an assessment undertaken by a third party expert of the condition of leasehold properties and their estimate of the cost of the necessary work required to comply with the lease terms. |
In the current year the provision has been reduced by £135,881 to reflect an after date agreement with the landlord to reduce the total future cost of the dilapidation works. |
13. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
At 1st February 2023 |
and 31st January 2024 | 229,811 |
AMORTISATION |
At 1st February 2023 | 224,060 |
Amortisation for year | 1,000 |
At 31st January 2024 | 225,060 |
NET BOOK VALUE |
At 31st January 2024 | 4,751 |
At 31st January 2023 | 5,751 |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st January 2024 |
14. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Short | Plant and | and |
leasehold | machinery | fittings |
£ | £ | £ |
COST |
At 1st February 2023 | 104,239 | 5,139,796 | 985,081 |
Additions | - | 428,265 | 12,595 |
Disposals | - | (1,546,077 | ) | (847,997 | ) |
At 31st January 2024 | 104,239 | 4,021,984 | 149,679 |
DEPRECIATION |
At 1st February 2023 | 104,239 | 3,488,597 | 951,734 |
Charge for year | - | 318,417 | 15,710 |
Eliminated on disposal | - | (1,513,587 | ) | (845,482 | ) |
At 31st January 2024 | 104,239 | 2,293,427 | 121,962 |
NET BOOK VALUE |
At 31st January 2024 | - | 1,728,557 | 27,717 |
At 31st January 2023 | - | 1,651,199 | 33,347 |
Motor | Computer |
vehicles | equipment | Totals |
£ | £ | £ |
COST |
At 1st February 2023 | 72,967 | 310,283 | 6,612,366 |
Additions | - | 54,343 | 495,203 |
Disposals | (2,000 | ) | (265,576 | ) | (2,661,650 | ) |
At 31st January 2024 | 70,967 | 99,050 | 4,445,919 |
DEPRECIATION |
At 1st February 2023 | 54,363 | 305,108 | 4,904,041 |
Charge for year | 10,920 | 6,133 | 351,180 |
Eliminated on disposal | (1,871 | ) | (265,364 | ) | (2,626,304 | ) |
At 31st January 2024 | 63,412 | 45,877 | 2,628,917 |
NET BOOK VALUE |
At 31st January 2024 | 7,555 | 53,173 | 1,817,002 |
At 31st January 2023 | 18,604 | 5,175 | 1,708,325 |
The net book value of assets held under finance leases or hire purchase contracts, included above is |
£907,488 (2023: £1,087,933). |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st January 2024 |
15. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1st February 2023 |
Disposals | ( |
) |
At 31st January 2024 |
NET BOOK VALUE |
At 31st January 2024 |
At 31st January 2023 |
16. | STOCKS |
Group |
2024 | 2023 |
£ | £ |
Stocks | 49,338 | 52,247 |
Raw materials | 374,063 | 368,899 |
Work-in-progress | 240,261 | 244,340 |
Finished goods | - | 10,753 |
663,662 | 676,239 |
17. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Trade debtors | 2,233,944 | 2,085,869 |
Amounts owed by group undertakings | - | - |
Other debtors | 6,462 | 11,263 |
Directors' current accounts | 206 | 66 | - | - |
Tax | 19,990 | 19,990 |
Prepayments and accrued income | 1,780,863 | 1,272,705 |
4,041,465 | 3,389,893 |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st January 2024 |
18. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 20) | 768,671 | 493,271 |
Hire purchase contracts (see note 21) | 273,691 | 204,234 |
Trade creditors | 1,460,332 | 1,640,809 |
Amounts owed to group undertakings | - | - |
Social security and other taxes | 91,947 | 90,548 |
VAT | 256,746 | 206,160 | - | - |
Other creditors | 85,649 | 9,344 |
Directors' current accounts | - | 309,033 | - | 309,033 |
Accruals and deferred income | 800,225 | 408,947 |
3,737,261 | 3,362,346 |
19. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank loans (see note 20) | 450,000 | 750,000 |
Hire purchase contracts (see note 21) | 572,705 | 554,355 |
1,022,705 | 1,304,355 |
20. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Amounts falling due within one year or on | demand: |
Bank loans | 768,671 | 493,271 |
Amounts falling due between one and two | years: |
Bank loans - 1-2 years | 300,000 | 300,000 |
Amounts falling due between two and five | years: |
Bank loans - 2-5 years | 150,000 | 450,000 |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st January 2024 |
21. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire purchase contracts |
2024 | 2023 |
£ | £ |
Net obligations repayable: |
Within one year | 273,691 | 204,234 |
Between one and five years | 572,705 | 502,704 |
In more than five years | - | 51,651 |
846,396 | 758,589 |
Company |
Hire purchase contracts |
2024 | 2023 |
£ | £ |
Net obligations repayable: |
Within one year |
Group |
Non-cancellable operating | leases |
2024 | 2023 |
£ | £ |
Within one year | 601,391 | 782,901 |
Between one and five years | 1,094,562 | 1,762,114 |
1,695,953 | 2,545,015 |
22. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
2024 | 2023 |
£ | £ |
Bank loans | 1,218,671 | 1,243,271 |
Hire purchase contracts | 846,396 | 758,589 |
2,065,067 | 2,001,860 |
The amounts disclosed within bank loans relates to an invoice financing account facility, which is secured on the debts arising from the business. |
Obligations under hire purchase agreements are guarenteed within the group and secured by a charge over the individual assets that are subject of the agreement. |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st January 2024 |
23. | PROVISIONS FOR LIABILITIES |
Group |
2024 | 2023 |
£ | £ |
Deferred tax | 348,167 | 288,878 |
Other provisions | 811,619 | 947,500 |
Aggregate amounts | 1,159,786 | 1,236,378 |
Group |
Deferred | Other |
tax | provisions |
£ | £ |
Balance at 1st February 2023 | 288,878 | 947,500 |
Provided during year | 59,289 | - |
Unused amounts reversed during year | - | (135,881 | ) |
Balance at 31st January 2024 | 348,167 | 811,619 |
24. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
ORDINARY B | £1 | 570 | 570 |
ORDINARY A | £1 | 3,990 | 3,990 |
ORDINARY C | £1 | 570 | 570 |
ORDINARY D | £1 | 570 | 570 |
5,700 | 5,700 |
25. | RESERVES |
Group |
Capital |
Retained | Share | redemption |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1st February 2023 | 379,049 | 26,160 | 75,000 | 480,209 |
Profit for the year | 172,013 | 172,013 |
At 31st January 2024 | 551,062 | 26,160 | 75,000 | 652,222 |
THE MELIORA GROUP LIMITED (REGISTERED NUMBER: 05956820) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st January 2024 |
25. | RESERVES - continued |
Company |
Capital |
Retained | Share | redemption |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1st February 2023 | 650,796 |
Deficit for the year | ( |
) | ( |
) |
At 31st January 2024 | 602,774 |
26. | RELATED PARTY DISCLOSURES |
As at 31 January 2024, a director owed the company £206 (2023: £66). |
As at 31 January 2024, a director was owed by the company £nil (2023: £309,033). |
The ultimate controlling party is Mr I M Conetta. |