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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: Mr I M Conetta
Mr P Ridgewell
Mr S H Grist
Mr S McLellan





REGISTERED OFFICE: Seaplane House
Sir Thomas Longley Road
Medway City Estate
Rochester
Kent
ME2 4DP





REGISTERED NUMBER: 05956820 (England and Wales)





AUDITORS: Barrons Limited
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:





Mr I M Conetta - Director


29th October 2024

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.

Mr I M Conetta
Mr P Ridgewell
Mr S H Grist
Mr S McLellan

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:





Mr I M Conetta - Director


29th October 2024

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.




Russell Tillbrook FCCA (Senior Statutory Auditor)
for and on behalf of Barrons Limited
Chartered Accountants
& Statutory Auditors
Monometer House
Rectory Grove
Leigh on Sea
Essex
SS9 2HN

29th October 2024

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 172,013 339,220
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 5,399,806 5,399,807
5,399,806 5,399,807

CURRENT ASSETS
Debtors 17 732,351 675,623
Cash at bank 502 613
732,853 676,236
CREDITORS
Amounts falling due within one year 18 5,074,185 4,669,547
NET CURRENT LIABILITIES (4,341,332 ) (3,993,311 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,058,474

1,406,496

CREDITORS
Amounts falling due after more than one
year

19

450,000

750,000
NET ASSETS 608,474 656,496

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 25 501,614 549,636
SHAREHOLDERS' FUNDS 608,474 656,496

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 29th October 2024 and were signed on its behalf by:





Mr I M Conetta - Director


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 5,700 123,432 26,160 75,000 230,292

Changes in equity
Dividends - (329,033 ) - - (329,033 )
Total comprehensive income - 755,237 - - 755,237
Balance at 31st January 2023 5,700 549,636 26,160 75,000 656,496

Changes in equity
Total comprehensive income - (48,022 ) - - (48,022 )
Balance at 31st January 2024 5,700 501,614 26,160 75,000 608,474

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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
123 122

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 5,399,807
Disposals (1 )
At 31st January 2024 5,399,806
NET BOOK VALUE
At 31st January 2024 5,399,806
At 31st January 2023 5,399,807


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 - - 727,928 671,200
Other debtors 6,462 11,263 - -
Directors' current accounts 206 66 - -
Tax 19,990 19,990 4,423 4,423
Prepayments and accrued income 1,780,863 1,272,705 - -
4,041,465 3,389,893 732,351 675,623

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) 768,671 493,271 300,000 305,631
Hire purchase contracts (see note 21) 273,691 204,234 - 956
Trade creditors 1,460,332 1,640,809 - -
Amounts owed to group undertakings - - 4,769,505 4,053,899
Social security and other taxes 91,947 90,548 - -
VAT 256,746 206,160 - -
Other creditors 85,649 9,344 30 28
Directors' current accounts - 309,033 - 309,033
Accruals and deferred income 800,225 408,947 4,650 -
3,737,261 3,362,346 5,074,185 4,669,547

19. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans (see note 20) 450,000 750,000 450,000 750,000
Hire purchase contracts (see note 21) 572,705 554,355 - -
1,022,705 1,304,355 450,000 750,000

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 768,671 493,271 300,000 305,631
Amounts falling due between one and two years:
Bank loans - 1-2 years 300,000 300,000 300,000 300,000
Amounts falling due between two and five years:
Bank loans - 2-5 years 150,000 450,000 150,000 450,000

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 - 956

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: £    £   
570 ORDINARY B £1 570 570
3,990 ORDINARY A £1 3,990 3,990
570 ORDINARY C £1 570 570
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 549,636 26,160 75,000 650,796
Deficit for the year (48,022 ) (48,022 )
At 31st January 2024 501,614 26,160 75,000 602,774


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.