HSH Midco Limited - Limited company accounts 23.1
HSH Midco Limited - Limited company accounts 23.1
| REGISTERED NUMBER: 13076994 (England and Wales) |
| HSH Midco Limited |
| Previously known as |
| Iduna Midco Limited |
| Group Strategic Report, Report of the Directors and |
| Audited Consolidated Financial Statements |
| for the Period 11th December 2020 to 31st December 2021 |
| HSH Midco Limited (Registered number: 13076994) |
| Contents of the Consolidated Financial Statements |
| for the period 11th December 2020 to 31st December 2021 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 6 |
| Consolidated Income Statement | 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 |
| HSH Midco Limited |
| Company Information |
| for the period 11th December 2020 to 31st December 2021 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants |
| Statutory Auditor |
| Regent's Court |
| Princess Street |
| Hull |
| East Yorkshire |
| HU2 8BA |
| HSH Midco Limited (Registered number: 13076994) |
| Group Strategic Report |
| for the period 11th December 2020 to 31st December 2021 |
| The directors present their strategic report of the company and the group for the period 11th December 2020 to 31st December 2021. |
| REVIEW OF BUSINESS |
| During the year, the business purchased a majority shareholding of HSH Holdings Limited a company that in turn purchased the entire issued share capital of the group of companies headed by HSH Cold Stores Limited. |
| The principal activity of the group is of an operator of cold storage premises located in Grimsby and Redditch. The group supplies entirely to the UK. |
| The key financial performance indicators during the year were as follows: |
| 2021 |
| 12 months |
| £ |
| Turnover | 15,574,489 |
| Operating (loss) | (171,141 | ) |
| (Loss) after tax | (1,757,182 | ) |
| Equity shareholder funds | 13,347,483 |
| Relative turnover levels were maintained in the subsidiaries, save in relation to SAL Commercials Limited where there was an increase over pre-acquisition levels. |
| It should be noted that the results presented above are after non-cash consolidation adjustments. |
| The group has met all its legal requirements throughout the year. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The group's activities expose it to a number of financial risks including cash flow risk. |
| Liquidity risk |
| In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the group utilises available resources provided from within the group. Effective cash flow forecasting allows for the provision of group resources for any significant cash outflows that could not be covered by the company individually. |
| Energy costs |
| Due to high levels of electricity required to run the cold stores and fuel for haulage operations, the directors monitor prices regularly and take steps to mitigate the effect of price increases on profitability. |
| Brexit |
| Whilst Brexit has not adversely affected levels of trade, in SAL Commercials Limited only, it has had an adverse affect on the availability of drivers and consequently the related costs. |
| FUTURE DEVELOPMENTS |
| The directors anticipate that the business environment will remain competitive. They believe that the group is in a good position and that the risks that have been identified are being well managed. The directors are confident in the group's ability to maintain and build on the current position, and as a result are overseeing the continuing development of the Alpine complex in Grimsby. |
| HSH Midco Limited (Registered number: 13076994) |
| Group Strategic Report |
| for the period 11th December 2020 to 31st December 2021 |
| FINANCIAL INSTRUMENTS |
| The group has a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities which are entirely conducted in sterling. The group does not enter into any formally designated hedging arrangements. |
| EVENTS SINCE THE YEAR END |
| On the 14th September, 2022 the trade and most of the assets and liabilities of the subsidiary companies SAL Commercials Limited and Cryotech (Grimsby) Limited were hived up to the immediate parent company, HSH Cold Stores Limited, at their respective book values and the trade continues in that company. The carrying values of assets and liabilities in these financial statements are therefore unaffected. |
| On the 15th December, 2022, as part of a wider restructuring of the group (including companies above this company), the minority shareholder in the subsidiary company, HSH Holdings Limited, exchanged shares and debentures initially for loan notes in the company and ultimately for shares and securities in a parent company higher up the group structure. The loan note issued in the company in respect of the shareholding previously held by the minority shareholder was subsequently capitalised by the issue of one ordinary share of £1 credited as fully paid at a premium of £9,015,956 per share for a total consideration of £9,015,957. |
| ON BEHALF OF THE BOARD: |
| HSH Midco Limited (Registered number: 13076994) |
| Report of the Directors |
| for the period 11th December 2020 to 31st December 2021 |
| The directors present their report with the financial statements of the company and the group for the period 11th December 2020 to 31st December 2021. |
| INCORPORATION |
| The group was incorporated on 11th December 2020 and commenced trading on 12th January 2021. |
| The group passed a special resolution on 19th January 2021 changing its name from Iduna Midco Limited to HSH Midco Limited. |
| DIVIDENDS |
| No dividends will be distributed for the period ended 31st December 2021. |
| EVENTS SINCE THE END OF THE PERIOD |
| Information relating to events since the end of the period is given in the notes to the financial statements. |
| DIRECTORS |
| The directors who have held office during the period from 11th December 2020 to the date of this report are as follows: |
| Both the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting. |
| 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. |
| HSH Midco Limited (Registered number: 13076994) |
| Report of the Directors |
| for the period 11th December 2020 to 31st December 2021 |
| AUDITORS |
| The auditors, Smailes Goldie, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| HSH Midco Limited |
| previously known as Iduna Midco Limited |
| Opinion |
| We have audited the financial statements of HSH Midco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31st December 2021 which comprise the Consolidated Income Statement, 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 December 2021 and of the group's loss for the period 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 |
| HSH Midco Limited |
| previously known as Iduna Midco 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 |
| HSH Midco Limited |
| previously known as Iduna Midco 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: |
| Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, tax legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence. |
| We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
| To address the risk of fraud through management bias and override of controls, we: |
| - | performed analytical procedures to identify any unusual or unexpected relationships; |
| - | tested journal entries to identify unusual transactions; |
| - | assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
| - | investigated the rationale behind significant or unusual transactions. |
| In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
| - | agreeing financial statement disclosures to underlying supporting documentation; |
| - | reading the minutes of meetings of those charged with governance; |
| - | enquiring of management as to actual and potential litigation and claims. |
| 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 |
| HSH Midco Limited |
| previously known as Iduna Midco Limited |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Chartered Accountants |
| Statutory Auditor |
| Regent's Court |
| Princess Street |
| Hull |
| East Yorkshire |
| HU2 8BA |
| HSH Midco Limited (Registered number: 13076994) |
| Consolidated Income Statement |
| for the period 11th December 2020 to 31st December 2021 |
| Notes | £ | £ |
| TURNOVER | 3 | 15,574,489 |
| Cost of sales | 8,233,661 |
| GROSS PROFIT | 7,340,828 |
| Distribution costs | 541,710 |
| Administrative expenses | 7,502,793 |
| 8,044,503 |
| (703,675 | ) |
| Other operating income | 4 | 532,534 |
| OPERATING LOSS | 7 | (171,141 | ) |
| Exceptional item - customer |
| claim | 8 | 128,000 |
| (299,141 | ) |
| Interest payable and similar expenses | 9 | 705,146 |
| LOSS BEFORE TAXATION | (1,004,287 | ) |
| Tax on loss | 10 | 752,895 |
| LOSS FOR THE FINANCIAL PERIOD | ( |
) |
| Loss attributable to: |
| Owners of the parent | (1,408,381 | ) |
| Non-controlling interests | (348,801 | ) |
| (1,757,182 | ) |
| HSH Midco Limited (Registered number: 13076994) |
| Consolidated Other Comprehensive Income |
| for the period 11th December 2020 to 31st December 2021 |
| Notes | £ |
| LOSS FOR THE PERIOD | (1,757,182 | ) |
| OTHER COMPREHENSIVE INCOME | - |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
(1,757,182 |
) |
| Total comprehensive income attributable to: |
| Owners of the parent | (1,408,381 | ) |
| Non-controlling interests | (348,801 | ) |
| (1,757,182 | ) |
| HSH Midco Limited (Registered number: 13076994) |
| Consolidated Balance Sheet |
| 31st December 2021 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 12 | 17,580,991 |
| Tangible assets | 13 | 23,753,108 |
| Investments | 14 | - |
| 41,334,099 |
| CURRENT ASSETS |
| Stocks | 15 | 80,386 |
| Debtors | 16 | 3,285,325 |
| Cash at bank and in hand | 30,234 |
| 3,395,945 |
| CREDITORS |
| Amounts falling due within one year | 17 | 4,230,165 |
| NET CURRENT LIABILITIES | (834,220 | ) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
40,499,879 |
| CREDITORS |
| Amounts falling due after more than one year |
18 |
(21,817,750 |
) |
| PROVISIONS FOR LIABILITIES | 22 | (1,994,481 | ) |
| NET ASSETS | 16,687,648 |
| CAPITAL AND RESERVES |
| Called up share capital | 23 | 8,000 |
| Share premium | 24 | 14,747,864 |
| Retained earnings | 24 | (1,408,381 | ) |
| SHAREHOLDERS' FUNDS | 13,347,483 |
| NON-CONTROLLING INTERESTS | 25 | 3,340,165 |
| TOTAL EQUITY | 16,687,648 |
| The financial statements were approved by the Board of Directors and authorised for issue on 14th April 2023 and were signed on its behalf by: |
| S D Gray - Director |
| HSH Midco Limited (Registered number: 13076994) |
| Company Balance Sheet |
| 31st December 2021 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 12 |
| Tangible assets | 13 |
| Investments | 14 |
| CREDITORS |
| Amounts falling due within one year | 17 |
| NET CURRENT LIABILITIES | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 23 |
| Share premium | 24 |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | - |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| HSH Midco Limited (Registered number: 13076994) |
| Consolidated Statement of Changes in Equity |
| for the period 11th December 2020 to 31st December 2021 |
| Called up |
| share | Retained | Share |
| capital | earnings | premium |
| £ | £ | £ |
| Changes in equity |
| Issue of share capital | 8,000 | - | 14,747,864 |
| Total comprehensive income | - | (1,408,381 | ) | - |
| 8,000 | (1,408,381 | ) | 14,747,864 |
| Non-controlling interest arising on business combination |
- |
- |
- |
| Balance at 31st December 2021 | 8,000 | (1,408,381 | ) | 14,747,864 |
| Non-controlling | Total |
| Total | interests | equity |
| £ | £ | £ |
| Changes in equity |
| Issue of share capital | 14,755,864 | - | 14,755,864 |
| Total comprehensive income | (1,408,381 | ) | (348,801 | ) | (1,757,182 | ) |
| 13,347,483 | (348,801 | ) | 12,998,682 |
| Non-controlling interest arising on business combination |
- |
3,688,966 |
3,688,966 |
| Balance at 31st December 2021 | 13,347,483 | 3,340,165 | 16,687,648 |
| HSH Midco Limited (Registered number: 13076994) |
| Company Statement of Changes in Equity |
| for the period 11th December 2020 to 31st December 2021 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Changes in equity |
| Issue of share capital | - |
| Balance at 31st December 2021 |
| HSH Midco Limited (Registered number: 13076994) |
| Consolidated Cash Flow Statement |
| for the period 11th December 2020 to 31st December 2021 |
| Notes | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 4,016,522 |
| Interest paid | (661,832 | ) |
| Interest element of hire purchase payments paid |
(43,314 |
) |
| Tax paid | (533,766 | ) |
| Net cash from operating activities | 2,777,610 |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (776,864 | ) |
| Payment to acquire subsidiary | (22,845,871 | ) |
| Cash acquired with subsidiary | 491,246 |
| Net cash from investing activities | (23,131,489 | ) |
| Cash flows from financing activities |
| New loans in year | 8,291,794 |
| Loan repayments in year | (1,704,048 | ) |
| Capital repayments in year | (1,152,697 | ) |
| Share issue | 14,755,864 |
| Net cash from financing activities | 20,190,913 |
| Decrease in cash and cash equivalents | (162,966 | ) |
| Cash and cash equivalents at beginning of period |
2 |
- |
| Cash and cash equivalents at end of period |
2 |
(162,966 |
) |
| HSH Midco Limited (Registered number: 13076994) |
| Notes to the Consolidated Cash Flow Statement |
| for the period 11th December 2020 to 31st December 2021 |
| 1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| £ |
| Loss before taxation | (1,004,287 | ) |
| Depreciation charges | 4,146,376 |
| Finance costs | 705,146 |
| 3,847,235 |
| Increase in stocks | (49,521 | ) |
| Decrease in trade and other debtors | 252,115 |
| Decrease in trade and other creditors | (33,307 | ) |
| Cash generated from operations | 4,016,522 |
| 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: |
| Period ended 31st December 2021 |
| 31.12.21 | 11.12.20 |
| £ | £ |
| Cash and cash equivalents | 30,234 | - |
| Bank overdrafts | (193,200 | ) | - |
| (162,966 | ) | - |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 11.12.20 | Cash flow | At 31.12.21 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | - | 30,234 | 30,234 |
| Bank overdrafts | - | (193,200 | ) | (193,200 | ) |
| - | (162,966 | ) | (162,966 | ) |
| Debt |
| Finance leases | - | (1,566,950 | ) | (1,566,950 | ) |
| Debts falling due within 1 year | - | (1,181,912 | ) | (1,181,912 | ) |
| Debts falling due after 1 year | - | (19,699,653 | ) | (19,699,653 | ) |
| - | (22,448,515 | ) | (22,448,515 | ) |
| Total | - | (22,611,481 | ) | (22,611,481 | ) |
| HSH Midco Limited (Registered number: 13076994) |
| Notes to the Consolidated Cash Flow Statement |
| for the period 11th December 2020 to 31st December 2021 |
| 4. | ACQUISITION OF BUSINESS |
| On 12 January 2021 the group acquired an 80% interest in the shareholding of HSH Cold Stores Limited, a group specialising in cold storage facilities. |
| Book value |
| Net assets acquired | £ |
| Tangible assets | 25,169,176 |
| Stocks | 30,865 |
| Debtors | 3,292,504 |
| Cash at bank | 491,246 |
| Creditors | (20,478,658 | ) |
| Provisions for liabilities | (1,504,731 | ) |
| Minority interest | (3,688,966 | ) |
| 3,311,436 |
| Goodwill | 19,534,435 |
| 22,845,871 |
| Satisfied by |
| Cash | 14,940,944 |
| Loan notes | 7,904,927 |
| 22,845,871 |
| HSH Midco Limited (Registered number: 13076994) |
| Notes to the Consolidated Financial Statements |
| for the period 11th December 2020 to 31st December 2021 |
| 1. | STATUTORY INFORMATION |
| HSH Midco Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Basis of consolidation |
| The group financial statements consolidate the financial statements of HSH Midco Limited and all its subsidiary undertakings drawn up to 31st December each year. |
| Turnover |
| Turnover is measured at fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales tax. |
| The company recognises revenue at fair value of the consideration received or receivable. |
| Revenue is calculated as the gross sales value which is recuced for volume discounts, rebates and similar discounts and allowances. Revenue is measured net of customer returns. |
| Goodwill |
| Purchased goodwill (representing the excess of the fair value of the consideration given over the fair value of the separable net assets acquired) arising on business combinations is capitalised. Positive goodwill is amortised to zero by equal annual instalments over its estimated useful life of 10 years. The carrying value of goodwill is reviewed whenever there is an indicator of impairment. Any impairment is recognised in the period in which it is identified. |
| Fixed asset investments |
| Investments in subsidiary undertakings are held at cost less provision for any permanent diminution in value. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Tangible fixed assets |
| Freehold property | - |
| Improvements to property | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| Government grants |
| Government grants are included within accruals and deferred income in the balance sheet and credited to the statement of comprehensive income over the expected useful lives of the assets to which they relate or periods in which the related costs are incurred. Amounts recognised in the statement of comprehensive income are presented under the heading "Other operating income". |
| HSH Midco Limited (Registered number: 13076994) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 11th December 2020 to 31st December 2021 |
| 2. | ACCOUNTING POLICIES - continued |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Taxation |
| Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, 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 period 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. |
| Hire purchase and leasing commitments |
| Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
| The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| 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. |
| 3. | TURNOVER |
| The turnover and loss before taxation are attributable to the one principal activity of the group. |
| 4. | OTHER OPERATING INCOME |
| £ |
| Rents received | 325,176 |
| Government grants | 207,358 |
| 532,534 |
| HSH Midco Limited (Registered number: 13076994) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 11th December 2020 to 31st December 2021 |
| 5. | EMPLOYEES AND DIRECTORS |
| £ |
| Wages and salaries | 5,443,938 |
| Social security costs | 183,938 |
| Other pension costs | 210,327 |
| 5,838,203 |
| The average number of employees during the period was as follows: |
| Directors | 2 |
| Management, sales and distribution | 136 |
| 6. | DIRECTORS' EMOLUMENTS |
Group |
Period ended 31.12.2021 |
| £ |
| Directors' remuneration |
| Directors' remuneration | 440,440 |
| Directors' pension contributions to money purchase schemes | 28,477 |
Company |
Period ended 31.12.2021 |
| £ |
| Directors' remuneration |
| Directors' remuneration | - |
| Directors' pension contributions to money purchase schemes | - |
| Information regarding the highest paid director is as follows: |
| Period ended 31.12.2021 |
| £ |
| Emoluments etc. | - |
| Directors' pension contributions to money purchase schemes | - |
| 7. | OPERATING LOSS |
| The operating loss is stated after charging: |
| £ |
| Other operating leases | 57,134 |
| Depreciation - owned assets | 1,333,299 |
| Depreciation - assets on hire purchase contracts | 859,633 |
| Goodwill amortisation | 1,953,444 |
| Auditors' remuneration | 15,000 |
| Auditors' remuneration for non audit work | 6,000 |
| HSH Midco Limited (Registered number: 13076994) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 11th December 2020 to 31st December 2021 |
| 8. | EXCEPTIONAL ITEMS |
| £ |
| Exceptional item - customer |
| claim | (128,000 | ) |
| 9. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| £ |
| Bank interest | 1,319 |
| Bank loan interest | 261,145 |
| ID interest and charges | 12,503 |
| Other interest payable | 386,865 |
| Hire purchase | 43,314 |
| 705,146 |
| 10. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the loss for the period was as follows: |
| £ |
| Current tax: |
| UK corporation tax | 263,145 |
| Deferred tax | 489,750 |
| Tax on loss | 752,895 |
| UK corporation tax has been charged at 19 % . |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| £ |
| Loss before tax | (1,004,287 | ) |
| Loss multiplied by the standard rate of corporation tax in the UK of 19 % | (190,815 | ) |
| Effects of: |
| Expenses not deductible for tax purposes | 82 |
| Depreciation in excess of capital allowances | 93,797 |
| Change in rate of deferred tax | 478,676 |
| Amortisation of goodwill | 371,155 |
| Total tax charge | 752,895 |
| 11. | INDIVIDUAL INCOME STATEMENT |
| 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. |
| HSH Midco Limited (Registered number: 13076994) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 11th December 2020 to 31st December 2021 |
| 12. | INTANGIBLE FIXED ASSETS |
| Group |
| Goodwill |
| £ |
| COST |
| Additions | 19,534,435 |
| At 31st December 2021 | 19,534,435 |
| AMORTISATION |
| Amortisation for period | 1,953,444 |
| At 31st December 2021 | 1,953,444 |
| NET BOOK VALUE |
| At 31st December 2021 | 17,580,991 |
| 13. | TANGIBLE FIXED ASSETS |
| Group |
| Improvements |
| Freehold | to | Plant and |
| property | property | machinery |
| £ | £ | £ |
| COST |
| Additions | 385,553 | - | 170,517 |
| On acquisition of subsidiary | 23,501,576 | 415,529 | 2,662,652 |
| At 31st December 2021 | 23,887,129 | 415,529 | 2,833,169 |
| DEPRECIATION |
| Charge for period | 935,078 | 24,990 | 201,950 |
| On acquisition of subsidiary | 2,348,450 | 111,998 | 2,336,901 |
| At 31st December 2021 | 3,283,528 | 136,988 | 2,538,851 |
| NET BOOK VALUE |
| At 31st December 2021 | 20,603,601 | 278,541 | 294,318 |
| HSH Midco Limited (Registered number: 13076994) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 11th December 2020 to 31st December 2021 |
| 13. | TANGIBLE FIXED ASSETS - continued |
| Group |
| Fixtures |
| and | Motor |
| fittings | vehicles | Totals |
| £ | £ | £ |
| COST |
| Additions | 214,860 | 5,934 | 776,864 |
| On acquisition of subsidiary | 1,656,816 | 5,353,854 | 33,590,427 |
| At 31st December 2021 | 1,871,676 | 5,359,788 | 34,367,291 |
| DEPRECIATION |
| Charge for period | 224,305 | 806,609 | 2,192,932 |
| On acquisition of subsidiary | 577,345 | 3,046,557 | 8,421,251 |
| At 31st December 2021 | 801,650 | 3,853,166 | 10,614,183 |
| NET BOOK VALUE |
| At 31st December 2021 | 1,070,026 | 1,506,622 | 23,753,108 |
| Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
| Fixtures |
| Freehold | Plant and | and | Motor |
| property | machinery | fittings | vehicles | Totals |
| £ | £ | £ | £ | £ |
| COST |
| On acquisition of subsidiary | 59,725 | 824,940 | 339,000 | 3,155,000 | 4,378,665 |
| At 31st December 2021 | 59,725 | 824,940 | 339,000 | 3,155,000 | 4,378,665 |
| DEPRECIATION |
| Charge for period | 2,986 | 103,230 | 122,417 | 631,000 | 859,633 |
| On acquisition of subsidiary | 8,958 | 645,452 | 9,417 | 1,126,901 | 1,790,728 |
| At 31st December 2021 | 11,944 | 748,682 | 131,834 | 1,757,901 | 2,650,361 |
| NET BOOK VALUE |
| At 31st December 2021 | 47,781 | 76,258 | 207,166 | 1,397,099 | 1,728,304 |
| HSH Midco Limited (Registered number: 13076994) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 11th December 2020 to 31st December 2021 |
| 14. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| Additions |
| At 31st December 2021 |
| NET BOOK VALUE |
| At 31st December 2021 |
| The directors believe the carrying value of the investments are supported by their underlying net assets and future cashflows. |
| Details of subsidiary undertakings at the year end are as follows: |
| Name of company | Holding | Percentage held |
Nature of business |
| HSH Holdings Limited | Ordinary A shares | 80 | Holding company |
| HSH Coldstores Limited | Ordinary shares | 100 | Cold storage |
| Cryotech (Grimsby) Limited | Ordinary shares | 100 | Cold storage |
| SAL Commercials Limited | Ordinary shares | 100 | Cold storage |
| All of the companies prepare financial statements for the year ended 31st December 2021, and are registered and operate in England & Wales. The registered office for all of the above companies is Birchin Way, Grimsby, DN31 2SG. |
| 15. | STOCKS |
| Group |
| £ |
| Stocks | 80,386 |
| HSH Midco Limited (Registered number: 13076994) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 11th December 2020 to 31st December 2021 |
| 16. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group |
| £ |
| Trade debtors | 2,448,894 |
| Other debtors | 17,996 |
| Invoice discounting advances | 195,006 |
| Tax | 59,855 |
| Prepayments and accrued income | 563,574 |
| 3,285,325 |
| 17. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| £ | £ |
| Bank loans and overdrafts (see note 19) | 1,375,112 |
| Hire purchase contracts (see note 20) | 959,227 |
| Trade creditors | 1,057,924 |
| Amounts owed to group undertakings | 185,081 |
| Tax | 154,493 |
| Social security and other taxes | 185,911 |
| VAT | 132,783 | - |
| Other creditors | 7,624 |
| Accruals and deferred income | 172,010 |
| 4,230,165 |
| 18. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group |
| £ |
| Bank loans (see note 19) | 11,407,862 |
| Other loans (see note 19) | 8,291,791 |
| Hire purchase contracts (see note 20) | 607,723 |
| Deferred government grants | 1,510,374 |
| 21,817,750 |
| HSH Midco Limited (Registered number: 13076994) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 11th December 2020 to 31st December 2021 |
| 19. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group |
| £ |
| Amounts falling due within one year or on | demand: |
| Bank overdrafts | 193,200 |
| Bank loans | 1,181,912 |
| 1,375,112 |
| Amounts falling due between two and five | years: |
| Bank loans - 2-5 years | 4,599,312 |
| Amounts falling due in more than five years: |
| Repayable otherwise than by instalments |
| Other loans more 5yrs | 8,291,791 |
| Repayable by instalments |
| Bank loans more 5 yr | 6,808,550 |
| 20. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Hire |
| purchase |
| contracts |
| £ |
| Net obligations repayable: |
| Within one year | 959,227 |
| Between one and five years | 607,723 |
| 1,566,950 |
| HSH Midco Limited (Registered number: 13076994) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 11th December 2020 to 31st December 2021 |
| 21. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Group |
| £ |
| Bank overdraft | 193,200 |
| Bank loans | 12,589,774 |
| Hire purchase contracts | 1,566,950 |
| 14,349,924 |
| The bank loans and overdrafts are secured by a fixed and floating charge over all assets of the company. The hire purchase contracts are secured over the asset the contract relates to. |
| 22. | PROVISIONS FOR LIABILITIES |
| Group |
| £ |
| Deferred tax | 1,994,481 |
| Group |
| Deferred |
| tax |
| £ |
| Acquired with subsidiaries | 1,504,731 |
| Charge for the year | 489,750 |
| Balance at 31st December 2021 | 1,994,481 |
| 23. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal |
| value: | £ |
| Ordinary | £1 | 8,000 |
| 8,000 Ordinary shares of £1 each were allotted as fully paid |
| HSH Midco Limited (Registered number: 13076994) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 11th December 2020 to 31st December 2021 |
| 24. | RESERVES |
| Group |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| Deficit for the period | (1,408,381 | ) | (1,408,381 | ) |
| Cash share issue | - | 14,747,864 | 14,747,864 |
| At 31st December 2021 | (1,408,381 | ) | 14,747,864 | 13,339,483 |
| Company |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| Profit for the period |
| Cash share issue | - | 14,747,863 | 14,747,863 |
| At 31st December 2021 | 14,747,863 |
| 25. | NON-CONTROLLING INTERESTS |
| 2021 |
| £ |
| Upon acquisition of group undertakings | 3,688,966 |
| Minority share of profit for the year | (348,801 | ) |
| At 31 December 2021 | 3,340,165 |
| The minority interest represents a 20.0% shareholding in HSH Holdings Limited and its subsidiaries HSH Cold Stores Limited, SAL Commercials Limited and Cryotech (Grimsby) Limited. |
| 26. | PENSION COMMITMENTS |
| The group operates defined contribution pension schemes, the cost to the group for the period ended 31 December 2021 was £210,327. The amount outstanding at 31 December 2021 was £23,100. |
| 27. | RELATED PARTY DISCLOSURES |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| HSH Midco Limited (Registered number: 13076994) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 11th December 2020 to 31st December 2021 |
| 27. | RELATED PARTY DISCLOSURES - continued |
| Entities with control, joint control or significant influence over the entity |
| £ |
| Amount due to related party | 185,081 |
| 28. | POST BALANCE SHEET EVENTS |
| On the 14th September, 2022 the trade and most of the assets and liabilities of the subsidiary companies SAL Commercials Limited and Cryotech (Grimsby) Limited were hived up to the immediate parent company, HSH Coldstores Limited, at their respective book values and the trade continues in that company. The carrying values of assets and liabilities in these financial statements are therefore unaffected. |
| On the 15th December, 2022, as part of a wider restructuring of the group (including companies above this company), the minority shareholder in the subsidiary company, HSH Holdings Limited, exchanged shares and debentures initially for loan notes in the company and ultimately for shares and securities in a parent company higher up the group structure. The loan note issued in the company in respect of the shareholding previously held by the minority shareholder was subsequently capitalised by the issue of one ordinary share of £1 credited as fully paid at a premium of £9,015,956 per share for a total consideration of £9,015,957. |
| 29. | ULTIMATE CONTROLLING PARTY |
| As at the year end date the controlling party is AEIF 2 Luxembourg Holdings S.a.r.l. a company registered in Luxembourg. |