IMS Euro Group Holdings Ltd - Limited company accounts 23.2

REGISTERED NUMBER: 14173391 (England and Wales)

Group Strategic Report, Report of the Director and

Consolidated Financial Statements

for the Period 15 June 2022 to 31 December 2022

for

IMS Euro Group Holdings Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTOR:

Mr D W Shamot

REGISTERED OFFICE:

Europa Business Park

Bird Hall Lane

Cheadle Heath

Stockport

Cheshire

SK3 0XA

REGISTERED NUMBER:

14173391 (England and Wales)

AUDITORS:

Harts Limited

Chartered Accountants and Statutory Auditors

Westminster House

10 Westminster Road

Macclesfield

Cheshire

SK10 1BX

The director presents his strategic report of the company and the group for the 12 months ended 31 December 2022.

REVIEW OF BUSINESS

The company was incorporated on the 15 June 2022. On the 31 December 2022 the company acquired the share capital of IMS Euro Ltd from IMS Euro Holdings Ltd. On the same date the company sold the share capital of IMS Euro Ltd to IMS Euro Group Ltd.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties result from the subsidiary, IMS Euro Holdings Ltd, which during the year was the parent company of IMS Euro Ltd and IMS Euro Properties Ltd.

The company uses Key Performance Indicators to monitor profitability and liquidity. Examples of these KPIs are Gross Profit percentage, Stock days, Trade debtors days and Trade creditor days.

Currency fluctuations are managed by maintaining reserves of the major trading currencies and purchasing currency at optimum rates in advance of requirements.

LEGISLATIVE RISKS

All suppliers and products purchased comply with existing legislation.

FINANCIAL RISKS

The company and its divisions continue to be financially strong.

ECONOMIC RISKS

The company and its divisions are well placed to address future economic challenges through diversification into new markets, tight cost control and increasing liquidity.

ON BEHALF OF THE BOARD:

Mr D W Shamot - Director

26 September 2023

The director presents his report with the financial statements of the company and the group for the period 15 June 2022 to 31 December 2022.

INCORPORATION

The group was incorporated on 15 June 2022 .

PRINCIPAL ACTIVITY

The principal activity of the group in the period under review was that of a holding company.

DIVIDENDS

No dividends will be distributed for the period ended 31 December 2022.

DIRECTOR

Mr D W Shamot was appointed as a director on 8 July 2022 and held office during the whole of the period from then to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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.

AUDITORS

The auditors, Harts Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr D W Shamot - Director

26 September 2023

Opinion

We have audited the financial statements of IMS Euro Group Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2022 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 31 December 2022 and of the group's profit 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Director 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 Director 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 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 Director.

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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has 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:

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and the Group, and determined that the most significant are the Companies Act 2006, Health and safety, ISO 9001:2015, ISO 14001:2015 and EN-ISO13485:2000.

We understood how IMS Euro Group Holdings Limited and the subsidiary companies are complying with those frameworks by making inquiries of management responsible for company legislation and certification procedures.

We assessed the susceptibility of the Company and Group's financial statements to material misstatement, including how fraud might occur by discussion with directors to understand where its considered there was a susceptibility to fraud. We considered the controls that the Company and the Group had established to address risks identified, or that otherwise prevent, deter and detect fraud.

To address the risk of fraud through management bias and override of controls, we performed analytical procedures to identify and unusual or unexpected relationships; investigated the rationale behind significant or unusual transactions; and tested journal entries to identify unusual transactions.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Material misstatement that arises due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations that could materially impact the financial statements. Taking into accounts our understanding of the Company and Group, our procedures involved enquires of management and focussed testing as appropriate with consideration to risk assessment.

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.

David Taylor BFP FCA (Senior Statutory Auditor)

for and on behalf of Harts Limited

Chartered Accountants and Statutory Auditors

Westminster House

10 Westminster Road

Macclesfield

Cheshire

SK10 1BX

26 September 2023

TURNOVER

-

Distribution costs

12,000,000

Administrative expenses

2,699,946

OPERATING PROFIT

4

14,699,946

Gain/loss on revaluation of investments

(12,000,000

)

PROFIT BEFORE TAXATION

2,699,946

Tax on profit

6

-

PROFIT FOR THE FINANCIAL PERIOD

2,699,946

Profit attributable to:

Owners of the parent

2,699,946

PROFIT FOR THE PERIOD

2,699,946

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

2,699,946

Total comprehensive income attributable to:

Owners of the parent

2,699,946

FIXED ASSETS

Intangible assets

8

2,560,833

Tangible assets

9

159,591

Investments

10

1

Investment property

11

5,336,003

8,056,428

CURRENT ASSETS

Stocks

12

168

Debtors

13

89,277

Cash at bank and in hand

12,427,055

12,516,500

CREDITORS

Amounts falling due within one year

14

(2,051,084

)

NET CURRENT ASSETS

10,465,416

TOTAL ASSETS LESS CURRENT LIABILITIES

18,521,844

PROVISIONS FOR LIABILITIES

16

(821,898

)

NET ASSETS

17,699,946

CAPITAL AND RESERVES

Called up share capital

17

15,000,000

Retained earnings

18

2,699,946

SHAREHOLDERS' FUNDS

17,699,946

The financial statements were approved by the director and authorised for issue on 26 September 2023 and were signed by:

Mr D W Shamot - Director

FIXED ASSETS

Intangible assets

8

-

Tangible assets

9

-

Investments

10

15,000,000

Investment property

11

-

15,000,000

CREDITORS

Amounts falling due within one year

14

(5,000

)

NET CURRENT LIABILITIES

(5,000

)

TOTAL ASSETS LESS CURRENT LIABILITIES

14,995,000

CAPITAL AND RESERVES

Called up share capital

17

15,000,000

Retained earnings

18

(5,000

)

SHAREHOLDERS' FUNDS

14,995,000

Company's loss for the financial year

(5,000

)

The financial statements were approved by the director and authorised for issue on 26 September 2023 and were signed by:

Mr D W Shamot - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

15,000,000

-

15,000,000

Total comprehensive income

-

2,699,946

2,699,946

Balance at 31 December 2022

15,000,000

2,699,946

17,699,946

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

15,000,000

-

15,000,000

Total comprehensive income

-

(5,000

)

(5,000

)

Balance at 31 December 2022

15,000,000

(5,000

)

14,995,000

Cash flows from operating activities

Cash generated from operations

1

1,839,780

Tax paid

(2,099

)

Net cash from operating activities

1,837,681

Cash flows from investing activities

Purchase of intangible fixed assets

(2,560,833

)

Purchase of tangible fixed assets

(159,591

)

Purchase of fixed asset investments

(1

)

Purchase of investment property

(5,431,013

)

Sale of fixed asset investments

2,704,947

Provision for deferred tax

821,898

Net cash from investing activities

(4,624,593

)

Cash flows from financing activities

New loans in year

200,000

Amount introduced by directors

13,967

Share issue

15,000,000

Net cash from financing activities

15,213,967

Increase in cash and cash equivalents

12,427,055

Cash and cash equivalents at beginning of period

2

-

Cash and cash equivalents at end of period

2

12,427,055

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

£

Profit before taxation

2,699,946

Profit on disposal of fixed assets

(2,704,946

)

(Gain)/Loss on reval of inv property

95,010

90,010

Increase in stocks

(168

)

Increase in trade and other debtors

(89,277

)

Increase in trade and other creditors

1,839,215

Cash generated from operations

1,839,780

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 31 December 2022

31.12.22

15.6.22

£

£

Cash and cash equivalents

12,427,055

-

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 15.6.22

Cash flow

At 31.12.22

£

£

£

Net cash

Cash at bank and in hand

-

12,427,055

12,427,055

-

12,427,055

12,427,055

Debt

Debts falling due within 1 year

-

(200,000

)

(200,000

)

-

(200,000

)

(200,000

)

Total

-

12,227,055

12,227,055

1.	STATUTORY INFORMATION

IMS Euro Group Holdings 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.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2022, is being amortised evenly 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.

Tangible fixed assets

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

Plant and machinery

-

20% on reducing balance and 10% on cost

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

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.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the period ended 31 December 2022.

The average number of employees during the period was as follows:

Admin

7

The average number of employees by undertakings that were proportionately consolidated during the period was 7 .

This relates to the subsidiary company only.

£

Director's remuneration

-

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

£

Profit on disposal of fixed assets

(2,704,946

)

5.	AUDITORS' REMUNERATION

£

Fees payable to the company's auditors for the audit of the company's financial statements

5,000

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the period.

7.	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.

8.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£

COST

Additions

2,560,833

At 31 December 2022

2,560,833

NET BOOK VALUE

At 31 December 2022

2,560,833

There is no amortisation charge against goodwill in the year as the subsidiaries were acquired on 30 December 2022 and amortisation of the subsidiaries is not considered relevant to the financial statements in the two day period to the year-end.

9.	TANGIBLE FIXED ASSETS

Group

Plant and

machinery

£

COST

Additions

159,591

At 31 December 2022

159,591

NET BOOK VALUE

At 31 December 2022

159,591

The tangible fixed assets are held in the subsidiary company, IMS Euro Properties Limited. There is no depreciation charge in the consolidated financial statements as the subsidiary was purchased on 30 December 2022.

10.	FIXED ASSET INVESTMENTS

Group

Unlisted

investments

£

COST

Additions

1

At 31 December 2022

1

NET BOOK VALUE

At 31 December 2022

1

Company

Unlisted

investments

£

COST

At 15 June 2022

27,000,000

Impairments

(12,000,000

)

At 31 December 2022

15,000,000

NET BOOK VALUE

At 31 December 2022

15,000,000

At 14 June 2022

27,000,000

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

Subsidiaries

IMS Euro Holdings Limited

Registered office: Europa Business Park Bird Hall Lane, Cheadle Heath, Stockport, United Kingdom, SK3 0XA

Nature of business: Holding company

%

Class of shares:

holding

Ordinary

100.00

31.12.22

£

Aggregate capital and reserves

12,306,757

Profit for the period

10,745,048

IMS Euro Properties Limited

Registered office: Europa Business Park Bird Hall Lane, Cheadle Heath, Stockport, United Kingdom, SK3 0XA

Nature of business: The operation of investment property

%

Class of shares:

holding

Ordinary

100.00

31.12.22

£

Aggregate capital and reserves

2,837,357

Profit for the period

21,741

11.	INVESTMENT PROPERTY

Group

Total

£

FAIR VALUE

Additions

5,431,013

Revaluations

(95,010

)

At 31 December 2022

5,336,003

NET BOOK VALUE

At 31 December 2022

5,336,003

A year end revaluation was conducted by Behr&Co, chartered building surveyors, for £5,500,000 based on property net initial yield. Included within this valuation were costs incurred within the current year which are included within the relevant asset heading. The valuation was considered by the directors to remain appropriate at 31 December 2022.

12.

STOCKS

Group

£

Finished goods

168

13.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

£

Trade debtors

6,145

Other debtors

50,781

VAT

20,355

Prepayments

11,996

89,277

14.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

£

£

Other loans (see note 15)

200,000

-

Trade creditors

23,712

-

Corporation tax

(2,099

)

-

Social security and other taxes

3,888

-

Pension creditor

921

-

Other creditors

1,758,241

-

Tenant Security Deposits Held

46,699

-

Directors' current accounts

13,967

-

Deferred income

4,710

-

Accrued expenses

1,045

5,000

2,051,084

5,000

15.

LOANS

An analysis of the maturity of loans is given below:

Group

£

Amounts falling due within one year or on

demand:

HSBC mortgage loan

200,000

16.	PROVISIONS FOR LIABILITIES

Group

£

Deferred tax

821,898

Group

Deferred

tax

£

Provided during period

821,898

Balance at 31 December 2022

821,898