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Registered number: 13319522
MHL GROUP HOLDINGS LIMITED
Unaudited Financial Statements
For The Year Ended 7 October 2025
Contents
Page
Company Information 1
Directors' Report 2
Consolidated Income Statement 3
Consolidated Statement of Financial Position 4—5
Company Statement of Financial Position 6—7
Consolidated Statement of Changes in Equity 8
Notes to the Financial Statements 9—14
Page 1
Company Information
Directors Sheazad Hussain
Bilal Yaseen
Company Number 13319522
Registered Office Medina House
Shirley Avenue
Windsor
Berkshire
SL4 5LH
Accountants Main Office
Page 1
Page 2
Directors' Report
The directors present their report and the financial statements for the year ended 7 October 2025.
Directors
The directors who held office during the year were as follows:
Sheazad Hussain
Bilal Yaseen
Small Company Rules
This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
On behalf of the board
Sheazad Hussain
Director
30/06/2026
Page 2
Page 3
Consolidated Income Statement
2025 2024
Notes £ £
TURNOVER 189,483 264,811
GROSS PROFIT 189,483 264,811
Distribution costs - (134 )
Administrative expenses (355,838 ) (330,001 )
OPERATING LOSS (166,355 ) (65,324 )
Profit on disposal of fixed assets - 1,426,121
Interest payable and similar charges 30 (261,469 )
(LOSS)/PROFIT FOR THE FINANCIAL YEAR (166,325 ) 1,099,328
(Loss)/profit attributable to:
Owners of the parent (166,325) 979,619
Non-controlling interest - 119,709
(166,325 ) 1,099,328
The notes on pages 9 to 14 form part of these financial statements.
Page 3
Page 4
Consolidated Statement of Financial Position
Registered number: 13319522
2025 2024
Notes £ £ £ £
FIXED ASSETS
Tangible Assets 5 11,138,828 11,402,192
11,138,828 11,402,192
CURRENT ASSETS
Debtors 7 2,088,618 2,009,681
Cash at bank and in hand 1,322 126,334
2,089,940 2,136,015
Creditors: Amounts Falling Due Within One Year 8 (22,356,063 ) (22,499,176 )
NET CURRENT ASSETS (LIABILITIES) (20,266,123 ) (20,363,161 )
TOTAL ASSETS LESS CURRENT LIABILITIES (9,127,295 ) (8,960,969 )
Creditors: Amounts Falling Due After More Than One Year 9 (9,893,199 ) (9,893,199 )
NET LIABILITIES (19,020,494 ) (18,854,168 )
CAPITAL AND RESERVES
Called up share capital 10 227,050 227,050
Revaluation reserve 11 8,750,052 9,458,981
Income Statement (29,174,593 ) (29,717,196 )
Equity attributable to owners of the parent (20,197,491) (20,031,165)
Non-controlling interest 1,176,997 1,176,997
TOTAL EQUITY (19,020,494) (18,854,168)
Page 4
Page 5
For the year ending 7 October 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
On behalf of the board
Sheazad Hussain
Director
30/06/2026
The notes on pages 9 to 14 form part of these financial statements.
Page 5
Page 6
Company Statement of Financial Position
Registered number: 13319522
2025 2024
Notes £ £ £ £
FIXED ASSETS
Investments 6 11,557,746 11,557,746
11,557,746 11,557,746
CURRENT ASSETS
Cash at bank and in hand 1 1
1 1
Creditors: Amounts Falling Due Within One Year 8 (9,920,000 ) (9,920,000 )
NET CURRENT ASSETS (LIABILITIES) (9,919,999 ) (9,919,999 )
TOTAL ASSETS LESS CURRENT LIABILITIES 1,637,747 1,637,747
NET ASSETS 1,637,747 1,637,747
CAPITAL AND RESERVES
Called up share capital 10 227,050 227,050
Other reserves 18,658,198 18,658,198
Income Statement (17,247,501 ) (17,247,501 )
SHAREHOLDERS' FUNDS 1,637,747 1,637,747
Page 6
Page 7
In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's profit/(loss) for the year was £ (2024: £ profit/(loss)).
For the year ending 7 October 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Income Statement.
On behalf of the board
Sheazad Hussain
Director
30/06/2026
The notes on pages 9 to 14 form part of these financial statements.
Page 7
Page 8
Consolidated Statement of Changes in Equity
Share Capital Revaluation reserve Income Statement Total Attributable to Parent
£ £ £ £
As at 8 October 2023 227,050 10,962,145 (30,696,815 ) (19,507,620 )
Profit for the year and total comprehensive income - - 979,619 979,619
Transfer to/from Profit & Loss Account - (1,503,164 ) - (1,503,164)
As at 7 October 2024 and 8 October 2024 227,050 9,458,981 (29,717,196 ) (20,031,165 )
Loss for the year and total comprehensive income - - (166,325 ) (166,325 )
Transfer from revaluation reserve - - 708,928 708,928
Transfer to/from Profit & Loss Account - (708,929 ) - (708,929)
As at 7 October 2025 227,050 8,750,052 (29,174,593 ) (20,197,491 )
Non-controlling interest Total
£ £
As at 8 October 2023 1,057,288 (18,450,332)
Profit for the year and total comprehensive income 119,709 1,099,328
Transfer to/from Profit & Loss Account - (1,503,164)
As at 7 October 2024 and 8 October 2024 1,176,997 (18,854,168)
Loss for the year and total comprehensive income - (166,325)
Transfer from revaluation reserve - 708,928
Transfer to/from Profit & Loss Account - (708,929)
As at 7 October 2025 1,176,997 (19,020,494)
The transfer from revaluation reserve to profit & loss arose mainly from the disposal of properties by the liquidator of Eleven Trading 2023 Limited (in administration) (formerly Medina Dairy Ltd) 
Page 8
Page 9
Notes to the Financial Statements
1. General Information
MHL GROUP HOLDINGS LIMITED is a private company, limited by shares, incorporated in England & Wales, registered number 13319522 . The registered office is Medina House, Shirley Avenue, Windsor, Berkshire, SL4 5LH.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.
2.2. Basis Of Consolidation
The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 7 October 2025.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.
Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting.
Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.
Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.
Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.
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2.3. Going Concern Disclosure
The directors have identified material uncertainties related to events or conditions that may cast significant doubt about the company's ability to continue as a going concern. These could relate to the completion of a merger of the group with Nijjar Group Freshway Holdings Ltd as approved by the CMA , the outcome of the CVA for one member of the group and alternative actions that may be undertaken by the directors. However, the going concern basis remains appropriate.
2.4. Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
Sale of goods
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.
Rendering of services
Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.
2.5. Intangible Fixed Assets and Amortisation - Goodwill
Goodwill represents the excess of the cost of a business combination over the fair value of the group’s share of the identifiable net assets, liabilities and contingent liabilities acquired.
Goodwill arising on the acquisition of subsidiaries is included in Intangible Assets. Goodwill arising on the acquisition of associates and joint ventures is included in the related equity accounted investment value.
Goodwill is amortised over its expected useful life which is estimated to be 10 years.
Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the income statement. No reversals of impairment are recognised.
2.6. Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
Freehold Buildings 4%to 10%
Leasehold equal instalments over life of lease
Plant & Machinery 5% to 20%
Motor Vehicles 7% to 10%
Fixtures & Fittings 14%
Computer Equipment 33%
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3. Average Number of Employees
Group
Average number of employees, including directors, during the year was: 1 (2024: 1)
Company
Average number of employees, including directors, during the year was: NIL (2024: NIL)
1 1
- -
4. Intangible Assets
Group
Goodwill
£
Cost
As at 8 October 2024 9,906,295
As at 7 October 2025 9,906,295
Amortisation
As at 8 October 2024 9,906,295
As at 7 October 2025 9,906,295
Net Book Value
As at 7 October 2025 -
As at 8 October 2024 -
Company
The company had no intangible fixed assets as at 7 October 2025 or 7 October 2024.
5. Tangible Assets
Group
Land & Property
Freehold Plant & Machinery Motor Vehicles Fixtures & Fittings Total
£ £ £ £ £
Cost
As at 8 October 2024 11,233,875 6,336,053 87,947 60,381 17,718,256
As at 7 October 2025 11,233,875 6,336,053 87,947 60,381 17,718,256
...CONTINUED
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Depreciation
As at 8 October 2024 378,567 5,831,540 45,760 60,197 6,316,064
Provided during the period 110,800 137,781 14,597 186 263,364
As at 7 October 2025 489,367 5,969,321 60,357 60,383 6,579,428
Net Book Value
As at 7 October 2025 10,744,508 366,732 27,590 (2 ) 11,138,828
As at 8 October 2024 10,855,308 504,513 42,187 184 11,402,192
Company
The company had no tangible fixed assets as at 7 October 2025 or 7 October 2024.
6. Investments
Company
Subsidiaries
£
Cost or Valuation
As at 8 October 2024 28,805,247
As at 7 October 2025 28,805,247
Provision
As at 8 October 2024 17,247,501
As at 7 October 2025 17,247,501
Net Book Value
As at 7 October 2025 11,557,746
As at 8 October 2024 11,557,746
Principal Group investments
The parent company and the Group hold 100% of the Ordinary share capital of the following companies all of which are incorporated in England and Wales and have their registered offices as:
A) Medina Dairy House, 100 Vale Road, Windsor, Berkshire, SL4 5JL, or
B) Medina House, Shirley Avenue, Windsor, Berkshire, SL4 5LH.
Subsidiary undertakings            Principal activity                            Registered Office
MHL Newco 2 Limited                Holding company                                                ‘B’
Medina Holdings Limited            Holding company                                                ‘A’
Watson’s Dairies Limited            Processing and wholesale distribution of milk    ‘B’
Medina Food Services Limited   Dormant                                                              ‘B’
Medina Transport Limited           Contract hire of vehicles                                     ‘A’
Medina Property Limited            Property holding and management                     ‘A’
...CONTINUED
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Company - continued
The parent company and the Group hold 52.1% of the Ordinary share capital of the following company incorporated in England and Wales with its registered office as Medina House, Vale Road, Windsor, Berkshire, SL4 5JL:
Medina Property Developments Limited Property holding and development
The parent company and the Group hold 100% of the Ordinary share capital of Eleven Trading 2023 Limited (formerly Medina Dairy Limited) (in administration) which is incorporated in England and Wales and has its registered office at First floor, Woburn Court, 2 Railton Road, Kempston, Bedfordshire, MK42 7PN.
 The accounts of each company were unaudited.
7. Debtors
Group Company
2025 2024 2025 2024
£ £ £ £
Due within one year
Trade debtors 769,341 716,175 - -
Other debtors 1,319,277 1,293,506 - -
2,088,618 2,009,681 - -
There were no balances in either period due after more than one year in relation to the Group or the company.
8. Creditors: Amounts Falling Due Within One Year
Group Company
2025 2024 2025 2024
£ £ £ £
Trade creditors 11,908,391 11,855,998 - -
Muller settlement 1,233,322 1,313,322 - -
Amounts owed to group undertakings - - 9,920,000 9,920,000
Other creditors 9,201,229 5,733,080 - -
Taxation and social security 13,121 3,596,776 - -
22,356,063 22,499,176 9,920,000 9,920,000
Amounts owed to Group undertakings are unsecured, interest free and repayable on demand.
Directors’ current accounts are interest free and repayable on demand.
Included in other creditors is a down payment from Freshways towards the merger.  
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9. Creditors: Amounts Falling Due After More Than One Year
Group
2025 2024
£ £
Other loans 9,893,199 9,893,199
The investor’s loan of £7,393,199 is non-interest bearing and is secured by debenture on various assets and businesses of the Group. However, on final settlement there is a premium payable based on the uplift in value of certain freehold properties of the group (see note 13).
10. Share Capital
2025 2024
£ £
Allotted, Called up and fully paid 227,050 227,050
227050 Ordinary shares of £1.
11. Reserves
Revaluation reserve Income Statement Total Attributable to Parent Non-controlling interest
£ £ £ £
As at 8 October 2024 9,458,981 (29,717,196 ) (20,031,165 ) 1,176,997
Loss for the year and total comprehensive income - (166,325 ) (166,325 ) -
Transfer from revaluation reserve - 708,928 708,928 -
Transfer to/from Profit & Loss Account (708,929 ) - (708,929) -
As at 7 October 2025 8,750,052 (29,174,593 ) (20,197,491 ) 1,176,997
12. Post Balance Sheet Events
Having received Competition and Markets Authority (CMA) approval in March 2023, the Medina group is planning to complete the merger later with Nijjar Group Freshway Holdings Ltd , a company operating in the same market.
13. Related Party Transactions
Family members of Sheazad Hussain who are directors of MHL Group Holdings Limited or its subsidiaries have provided funds to the businesses through their consolidated directors’ financial statements.  At 7 October 2025 the total owed to the family was £1,330,620 (2024: £1,015,119). 
The company has provided a family member of one of the directors within the group with a loan of £182,963 (2024: £182,963) repayable on demand and interest free.
An investor loan of £7,393,199 (2024: £7,393,199), which is non-interest bearing but carries a premium on settlement, is secured by debenture on various assets and businesses of the Group. No provision towards the final settlement premium was made in this financial period (2024: £ nil).
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