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Registered number: 10634315









M&E MILLS HOLDINGS LTD









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
M&E MILLS HOLDINGS LTD
 
 
COMPANY INFORMATION


Directors
E Mills 
M Mills 
K Boyens 
A Ferbus 
J Frandsen 




Registered number
10634315



Registered office
250 Tottenham Court Road

London

W1T 7QZ




Independent auditors
Nyman Libson Paul LLP
Statutory Auditors & Chartered Accountants

124 Finchley Road

London

NW3 5JS





 
M&E MILLS HOLDINGS LTD
 

CONTENTS



Page
Strategic Report
 
 
1
Directors' Report
 
 
2 - 3
Independent Auditors' Report
 
 
4 - 7
Statement of Comprehensive Income
 
 
8
Statement of Financial Position
 
 
9
Statement of Changes in Equity
 
 
10
Notes to the Financial Statements
 
 
11 - 16


 
M&E MILLS HOLDINGS LTD
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The Directors present the strategic report of M&E Mills Holdings  Limited (“the company”) for the year ended 31 December 2024.

Business review
 
The company’s financial performance for the period ended, and financial position as at, 31 December 2024 are shown on pages 8 to 9 of the financial statements.
During the year, the group disposed of its operation relating to “Plants by Deliciously Ella” and the ‘’Media Business’’ brand initially to other companies within the group, which were subsequently demerged from the group. The group’s remaining companies and operations were acquired by the Hero AG group.

Principal risks and uncertainties
 
The key business risks and uncertainties affecting the company, and the Group in which the company is an undertaking, relate to the general economic environment, competition from other manufacturer of consumables goods.

 
 

This report was approved by the board on 7 August 2025 and signed on its behalf.



M Mills
Director

Page 1

 
M&E MILLS HOLDINGS LTD
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors

The directors who served during the year were:

E Mills 
M Mills 
K Boyens (appointed 14 September 2024)
A Ferbus (appointed 14 September 2024)
J Frandsen (appointed 14 September 2024)

Results and dividends

The profit for the year, after taxation, amounted to £216,794 (2023 - £1,751,588).

Dividends amounting to £220,000 (2023: 1,750,251) were paid during the year.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the company's financial statements and then apply them consistently;

make judgments 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 transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Future developments

There are no significant future developments to report as of the date this report was approved by the directors.

Page 2

 
M&E MILLS HOLDINGS LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

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

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the company since the year end.

Auditors

The auditorsNyman Libson Paul LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 7 August 2025 and signed on its behalf.
 





M Mills
Director

Page 3

 
M&E MILLS HOLDINGS LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF M&E MILLS HOLDINGS LTD
 

Opinion


We have audited the financial statements of M&E Mills Holdings Ltd (the 'company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 4

 
M&E MILLS HOLDINGS LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF M&E MILLS HOLDINGS LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
M&E MILLS HOLDINGS LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF M&E MILLS HOLDINGS LTD (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 6

 
M&E MILLS HOLDINGS LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF M&E MILLS HOLDINGS LTD (CONTINUED)


Use of our report
 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Richard Paul (Senior Statutory Auditor)
for and on behalf of
Nyman Libson Paul LLP
Statutory Auditors
Chartered Accountants
124 Finchley Road
London
NW3 5JS

15 August 2025
Page 7

 
M&E MILLS HOLDINGS LTD
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
£
£


Administrative expenses
(473)
1,337

Exceptional other operating charges
(543,009)
-

Income from fixed assets investments
760,276
1,750,251

Profit before tax
216,794
1,751,588

Tax on profit
-
-

Profit for the financial year
216,794
1,751,588

The notes on pages 11 to 16 form part of these financial statements.

Page 8

 
M&E MILLS HOLDINGS LTD
REGISTERED NUMBER: 10634315

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Fixed asset investments
  
1,998,109
2,223,109

Current assets
  

Debtors: amounts falling due within one year
 10 
1,365,979
1,074,941

Cash at bank and in hand
 11 
3,534
4,007

  
1,369,513
1,078,948

Creditors: amounts falling due within one year
 12 
(755,283)
(686,512)

Net current assets
  
 
 
614,230
 
 
392,436

Net assets
  
2,612,339
2,615,545


Capital and reserves
  

Called up share capital 
 13 
104,960
104,960

Share premium account
  
2,503,148
2,503,148

Profit and loss account
  
4,231
7,437

  
2,612,339
2,615,545


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 August 2025.




M Mills
Director

The notes on pages 11 to 16 form part of these financial statements.

Page 9

 
M&E MILLS HOLDINGS LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2023
104,960
2,503,148
6,100
2,614,208



Profit for the year
-
-
1,751,588
1,751,588

Dividends: Equity capital
-
-
(1,750,251)
(1,750,251)



At 1 January 2024
104,960
2,503,148
7,437
2,615,545



Profit for the year
-
-
216,794
216,794

Dividends: Equity capital
-
-
(220,000)
(220,000)


At 31 December 2024
104,960
2,503,148
4,231
2,612,339


The notes on pages 11 to 16 form part of these financial statements.

Page 10

 
M&E MILLS HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

M&E Mills Holdings Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 250 Tottenham Court Road, London, W1T 7QZ.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Hero AG as at 31 December 2024 and these financial statements may be obtained from Hero AG, Karl Roth-Strasse 8, CH-5600 Lenzburg, Switzerland..

 
2.3

Exemption from preparing consolidated financial statements

The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Page 11

 
M&E MILLS HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Going concern

The directors have a reasonable expectation that the company has adequate resources to continue
in operational existence for the foreseeable future, with the full financial support from its parent
company.
The directors have prepared cashflow projections for the company covering a period of at least 12
months from the date of approval of these financial statements and the directors consider that the
company will be able to operate within its available facilities. Therefore, the financial statements have
been prepared on a going concern basis, which the directors believe to be appropriate

 
2.5

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment.

 
2.8

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

  
2.9

Financial instruments

The company only enters into basic financial instrument 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 ordinary shares.

 
2.10

Creditors

Short-term creditors are measured at the transaction price.

 
2.11

Dividends

Equity dividends are recognised when they become legally payable. 

Page 12

 
M&E MILLS HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the opinion of the directors, there were no areas of judgment in applying the principal accounting policies, outlined in note 2 of these financial statements, towards the preparation of these financial statements that may be considered as having a significant risk of causing a material adjustment to the carrying amount of assets and/or liabilities carried forward as at the balance sheet date where by which the actual future outcome observed may differ from that originally determined and reported.
In preparing the company's financial statements, the directors may make estimates and assumptions concerning events that have transpired, or were ongoing, during the financial reporting period and continued after the balance sheet date. The resulting accounting estimates will, by definition, seldom equal the related actual results. In the opinion of the directors, there were no estimates and/or assumptions made towards the preparation of these financial statements that would be considered as having a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial reporting period.


4.


Auditors' remuneration

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


2024
2023
£
£

Fees payable to the company's auditors for the audit of the company's financial statements
5,500
4,000


5.


Employees




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


        2024
        2023
            No.
            No.







Directors
5
2

The directors received no remuneration for their services to the company.


6.


Income from investments

2024
2023
£
£



Dividends received from subsidiary companies
760,276
1,750,251


Page 13

 
M&E MILLS HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Dividends

2024
2023
£
£


Dividends paid
220,000
1,750,251


8.


Exceptional items

2024
2023
£
£


Disposal of trade and assets
543,009
-

The exceptional items relate to the disposal of a subsidiary and associated cost incurred.


9.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
2,223,109


Disposals
(225,000)



At 31 December 2024
1,998,109




Page 14

 
M&E MILLS HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

M&E Mills Manufacturing Ltd (Previously M&E Mills Media Ltd)
250 Tottenham Court Road, London, W1T 7QZ
Ordinary
100%
Deliciously Ella Ltd
250 Tottenham Court Road, London, W1T 7QZ
Ordinary
100%
The MAE Deli Ltd
250 Tottenham Court Road, London, W1T 7QZ
Ordinary
100%
Deliciously Ella Inc*
1209 Orange Street, Wilmington, Delaware 19801
Ordinary
100%
Deliciously Ireland Ltd**
Block 3, Harcourt Centre, Harcourt Road, Dublin, D02 A339
Ordinary
100%
The MAE Deli Foods Limited***
250 Tottenham Court Road, London, W1T 7QZ
Ordinary
100%

* Incorporated under Section 108 of the Delaware General Corporation Law.
** Incorporated under Part 2 of the Companies Act 2014.
*** Disposed during the year


10.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
1,365,979
1,074,941



11.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
3,534
4,007



12.


Creditors: Amounts falling due within one year

2024
2023
£
£

Amounts owed to group undertakings
755,283
686,512


Page 15

 
M&E MILLS HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



104,960 Ordinary shares of £1.00 each
104,960
104,960



14.


Related party transactions

The company has taken advantage of the exemptions provided by Section 33 of Financial Reporting Standard 102 from the requirement to disclose transactions undertaken or balances carried forward as at the reporting date between the company and its fellow wholly-owned group undertakings.


15.


Controlling party

The immediate parent undertaking is M&E MIlls Limited by virtue of a 100% interest in the total issued share capital of M&E Mills Holdings Ltd. M&E Mills Limited is incorporated in England and Wales, whose registered office is located at 250 Tottenham Court Road, London, W1T 7QZ.
The ultimate parent undertaking largest group to connsolidate these financial statements is Hero AG, a company registered in Switzerland. Copies of the Hero AG consolidated financial statements are available from Hero AG, Karl Roth-Strasse 8, CH-5600 Lenzburg, Switzerland.

 
Page 16