Meridian Holdings Group Ltd - Limited company accounts 23.1

REGISTERED NUMBER: 12048116 (England and Wales)

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

FOR

MERIDIAN HOLDINGS GROUP LTD

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Consolidated Income Statement

7

Consolidated Balance Sheet

8

Company Balance Sheet

9

Consolidated Statement of Changes in Equity

10

Company Statement of Changes in Equity

11

Notes to the Consolidated Financial Statements

12

DIRECTORS:

Mr G E Bell

Mr D G Walton

Mr Z E Evatt

Mr A W Warren

REGISTERED OFFICE:

68 Pullman Road

Leicester

Leicestershire

LE18 2DB

REGISTERED NUMBER:

12048116 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mr Mark Harrison FCA

AUDITORS:

Mark J Rees LLP Chartered Accountants

and Statutory Auditors

Granville Hall

Granville Road

Leicester

LE1 7RU

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2022.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report.

Mr G E Bell

Mr D G Walton

Mr Z E Evatt

Mr A W Warren

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Mr G E Bell - Director

27 June 2023

Opinion

We have audited the financial statements of Meridian Holdings Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the Consolidated Income Statement, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity and 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 31 December 2022 and of the group's loss 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Group Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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.

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:

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.

We have evaluated the management's incentives and opportunities for fraudulent manipulation of the group financial statements (including the risk of override of controls) and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition, commission provisions and significant one -off or unusual transactions.

Our audit procedures were designed to respond to these identified risks, including non compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included but were not limited to:

- A review of commission provisions and comparison to historic amounts as well as post year end transactions.

- A review of a sample of revenue streams in the year and perform cut off tests to ensure revenue recognition is correctly stated.

- A review of laws and regulations applicable to the company, specifically FCA, was then discussed with management to ensure no instances of non compliance. No evidence was found during the course of our work that contradicted this.

- Addressing the risks of fraud through management override of controls by reviewing a sample of journal entries to supporting documentation.

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.

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.

Mr Mark Harrison FCA (Senior Statutory Auditor)

for and on behalf of Mark J Rees LLP Chartered Accountants

and Statutory Auditors

Granville Hall

Granville Road

Leicester

LE1 7RU

30 June 2023

TURNOVER

6,543,867

6,163,791

Cost of sales

132,762

76,960

GROSS PROFIT

6,411,105

6,086,831

Administrative expenses

6,606,209

5,846,558

(195,104

)

240,273

Other operating income

26,792

21,987

OPERATING (LOSS)/PROFIT

4

(168,312

)

262,260

Interest receivable and similar income

648

49

(167,664

)

262,309

Interest payable and similar expenses

13,069

14,096

(LOSS)/PROFIT BEFORE TAXATION

(180,733

)

248,213

Tax on (loss)/profit

5

18,920

98,162

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(199,653

)

150,051

(Loss)/profit attributable to:

Owners of the parent

(199,653

)

150,051

FIXED ASSETS

Intangible assets

7

810,171

1,017,612

Tangible assets

8

161,643

124,845

Investments

9

-

-

971,814

1,142,457

CURRENT ASSETS

Debtors

10

62,549

108,972

Cash at bank and in hand

1,699,543

2,192,929

1,762,092

2,301,901

CREDITORS

Amounts falling due within one year

11

726,514

1,272,048

NET CURRENT ASSETS

1,035,578

1,029,853

TOTAL ASSETS LESS CURRENT LIABILITIES

2,007,392

2,172,310

PROVISIONS FOR LIABILITIES

13

714,644

679,909

NET ASSETS

1,292,748

1,492,401

CAPITAL AND RESERVES

Called up share capital

131,200

131,200

Retained earnings

14

1,161,548

1,361,201

1,292,748

1,492,401

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 27 June 2023 and were signed on its behalf by:

Mr G E Bell - Director

Mr D G Walton - Director

Mr Z E Evatt - Director

Mr A W Warren - Director

FIXED ASSETS

Intangible assets

7

-

-

Tangible assets

8

-

-

Investments

9

1,795,548

1,795,548

1,795,548

1,795,548

CURRENT ASSETS

Cash at bank

45,030

61,097

CREDITORS

Amounts falling due within one year

11

1,709,378

1,725,445

NET CURRENT LIABILITIES

(1,664,348

)

(1,664,348

)

TOTAL ASSETS LESS CURRENT LIABILITIES

131,200

131,200

CAPITAL AND RESERVES

Called up share capital

131,200

131,200

131,200

131,200

Company's profit for the financial year

-

-

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 27 June 2023 and were signed on its behalf by:

Mr G E Bell - Director

Mr D G Walton - Director

Mr Z E Evatt - Director

Mr A W Warren - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2021

131,200

1,211,150

1,342,350

Changes in equity

Total comprehensive income

-

150,051

150,051

Balance at 31 December 2021

131,200

1,361,201

1,492,401

Changes in equity

Total comprehensive income

-

(199,653

)

(199,653

)

Balance at 31 December 2022

131,200

1,161,548

1,292,748

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2021

131,200

-

131,200

Changes in equity

Balance at 31 December 2021

131,200

-

131,200

Changes in equity

Balance at 31 December 2022

131,200

-

131,200

1.	STATUTORY INFORMATION

Meridian Holdings Group Ltd 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

These consolidated financial statements incorporate the financial statements of the company and its wholly-owned subsidiaries. All intergroup transactions, balances, income and expenses are eliminated.

On acquisition of a subsidiary, all of the subsidiary's assets and liabilities which exist at the date of acquisition are recorded at their fair values reflecting their condition at that date.

Related party exemption

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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover represents invoiced sales of services to customers. Commissions on policies sold are recognised when mortgage contracts complete and insurance policies go on risk. Renewals commission is recognised in the period in which renewals occur.

Insurance income taken at the outset of the policy is charged directly to the profit and loss account, however in the event of a cancellation there is potential for a clawback of fees.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a new subsidiary in 2021, is being amortised evenly over its estimated useful life of five years.

Other goodwill, being the amount paid in connection with the acquisition of a business in 2007, has been fully amortised over its estimated useful life of ten years.

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.

Computer software is being amortised evenly over its estimated useful life of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Leasehold improvements

-

Straight line over the period of lease

Fixtures and fittings

-

25% on reducing balance, 20% on reducing balance and 15% on reducing balance

Taxation

Taxation for the year 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 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.

Hire purchase and leasing commitments

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.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Creditors

Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Government grants

Last the year the group received monies under the Coronavirus Job Retention Scheme. The amounts received are included within the accounts on an accruals basis.

Provisions

A provision is recognised in the statement of financial position when the Company has a present legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation.

Rents received

Rental income is recognised on the lease of 68 Pullman Road, Leicester, LE18 2DB. The rents are recognised over the period of the lease.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 4 (2021 - 4 ) .

The average number of employees by undertakings that were proportionately consolidated during the year was 128 (2021 - 114 ) .

4.	OPERATING (LOSS)/PROFIT

The operating loss (2021 - operating profit) is stated after charging:

2022

2021

£

£

Depreciation - owned assets

45,235

45,348

Goodwill amortisation

251,009

251,010

Computer software amortisation

24,328

3,394

5.

TAXATION

Analysis of the tax charge

The tax charge on the loss for the year was as follows:

2022

2021

£

£

Current tax:

UK corporation tax

1,712

94,471

Prior year

UK corporation tax

566

789

Total current tax

2,278

95,260

Deferred taxation

16,642

2,902

Tax on (loss)/profit

18,920

98,162

6.	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.

7.	INTANGIBLE FIXED ASSETS

Group

Other

intangible

Goodwill

assets

Totals

£

£

£

COST

At 1 January 2022

1,325,048

16,968

1,342,016

Additions

-

67,896

67,896

At 31 December 2022

1,325,048

84,864

1,409,912

AMORTISATION

At 1 January 2022

321,010

3,394

324,404

Charge for year

251,009

24,328

275,337

At 31 December 2022

572,019

27,722

599,741

NET BOOK VALUE

At 31 December 2022

753,029

57,142

810,171

At 31 December 2021

1,004,038

13,574

1,017,612

8.	TANGIBLE FIXED ASSETS

Group

Fixtures

Leasehold

and

improvements

fittings

Totals

£

£

£

COST

At 1 January 2022

56,960

223,592

280,552

Additions

53,449

28,584

82,033

At 31 December 2022

110,409

252,176

362,585

DEPRECIATION

At 1 January 2022

32,641

123,066

155,707

Charge for year

15,222

30,013

45,235

At 31 December 2022

47,863

153,079

200,942

NET BOOK VALUE

At 31 December 2022

62,546

99,097

161,643

At 31 December 2021

24,319

100,526

124,845

9.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 January 2022

and 31 December 2022

1,795,548

NET BOOK VALUE

At 31 December 2022

1,795,548

At 31 December 2021

1,795,548

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Meridian Mortgages Limited

Registered office:

Nature of business: Mortgage brokering and related insurances.

%

Class of shares:

holding

Ordinary

100.00

Meridian (Leicester) Limited

Registered office:

Nature of business: Mortgage brokering and related insurances.

%

Class of shares:

holding

Ordinary

100.00

Metro Finance Brokers Limited

Registered office:

Nature of business: Mortgage brokering and related insurances.

%

Class of shares:

holding

Ordinary

100.00

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

2022

2021

£

£

Trade debtors

4,080

2,904

Other debtors

58,469

106,068

62,549

108,972

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2022

2021

2022

2021

£

£

£

£

Payments on account

286,714

449,821

-

-

Trade creditors

22,583

18,438

-

-

Amounts owed to group undertakings

-

-

1,387,376

1,171,773

Amounts owed to participating interests

318,891

551,236

318,891

551,236

Taxation and social security

28,954

179,535

-

-

Other creditors

69,372

73,018

3,111

2,436

726,514

1,272,048

1,709,378

1,725,445

The amount owed to participating interests (£318,891) relates to a loan amount owed to Mortgage Advice Bureau Limited. Mortgage Advice Bureau Limited has a 40% shareholding in Meridan Holdings Group Limited.

12.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Non-cancellable operating

leases

2022

2021

£

£

Within one year

25,375

43,500

Between one and five years

-

25,375

25,375

68,875

13.	PROVISIONS FOR LIABILITIES

Group

2022

2021

£

£

Deferred tax

Accelerated capital allowances

38,114

21,472

Other provisions

676,530

658,437

Aggregate amounts

714,644

679,909