MENZIES_GROUP_HOLDINGS_LI - Accounts
MENZIES_GROUP_HOLDINGS_LI - Accounts
The directors present the strategic report for the year ended 31 December 2022.
On 1 June 2022, the John Menzies plc shareholders approved a scheme arrangement for the sale of the entire issued share capital in John Menzies plc to GIL International Holdings V Limited, a subsidiary of Agility Public Warehousing Company K.S.C.P. (Agility). This transaction includes Menzies Group Holdings Limited.
On 4 August 2022, the transaction was completed and the change in control effective. The company’s ultimate parent company from this date is Agility, a public company based in Kuwait and listed on the stock exchanges of Kuwait and Dubai.
The company operates as an intermediate holding company within the John Menzies group of companies. The company did not earn income from investments in subsidiaries in the year. The company expects its activities in 2023 to be similar to those of 2022.
The principal risks to which the company is exposed are those relating to credit, liquidity and interest rate risk. These risks are managed in accordance with board approved policies.
Credit risk
The credit risk associated with the company’s intragroup receivables is considered to be limited.
Liquidity risk
The company obtains funds for its operations via the Agility group’s bank facilities. The wider group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts and loans.
Interest rate risk
The company’s intragroup balances are subject to variable interest rates. Interest rate risk is regularly monitored and is not considered to be material.
The company has a consistent programme as that of the Agility group in relation to ethics, integrity and compliance.
The board of directors believes that analysis using key performance indicators for the company is not necessary or appropriate for an understanding of the performance or position of the company.
Section 172 statement
As directors of the company, we have and continue to act in a way that we consider, in good faith, to be most likely to promote the continuing success of the company and wider group for the benefit of its members, and in doing so had regard, amongst other matters, to the following:
The likely consequences of any decisions in the long term;
The interests of the company's and the wider group’s employees;
The need to foster the company's and the wider group’s business relationships with suppliers, customers and others;
The impact of the wider group’s operations on the community and the environment;
The desirability of the wider group maintaining a reputation for high standards of business conduct; and
The need to act fairly between members of the wider group.
The following disclosure describes how the board has had regard to the matters found within sections 172(1)(a)-(f):
The board's key strategic objective remains to build a sustainable business, for the benefit of current and future generations. It is committed to conducting our business in an ethical manner where present and future benefits of the business are taken into account. Policies have been designed to ensure the highest standards of ethical conduct and operational success. These principals have been consciously integrated into the wider group’s culture and ethos to enhance the way we operate. The impact of the group’s activities on key stakeholders has been considered below on the following page.
Section 172 statement (continued)
Employees
The wider group's employees are critical to the continued success of the business and it is essential we effectively engage with them. This is ensured by way of the following:
Consultation and discussion with employees, through unions, staff councils and internal meetings, the matters likely to affect employees' interests;
We provide opportunities for personal development and ongoing job training to ensure their individual and collective success;
Providing information about matters of concern to employees through information bulletins and reports that seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the wider group's performance; and
Having appropriate private channels of communication in place that employees are comfortable using.
Customers and Suppliers
Our core aspiration is to develop our continuous improvement plans across the wider group promoting a strong and sustainable business. This cannot be achieved without having strong relationships with our funders, suppliers and customers. We foster these business relationships through utilising some of the following practices:
Working closely with suppliers to ensure all parties operate in line with our expected standards of behavior and remain committed to establishing an ethical supply chain;
Encouraging our customers and suppliers to raise any issues or concerns they have over their relationship with the company; and
Offering dedicated points of contact within our team to promote the building of mutually beneficial long-term business relationships.
Community
We are committed to supporting the communities that we work in and being environmentally responsible. To this end, the wider group undertook worldwide community initiatives, supported charitable organisations, set a wider group-wide Carbon Neutral goal and implemented policies to ensure the business is operated in a more environmentally sustainable manner.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2022.
The results for the year are set out on page 11.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments and financial instrument risk management policies.
Johnston Carmichael LLP were appointed as auditor during the year and are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Going concern
The UK Companies Act requires the Board to consider whether it remains appropriate to adopt the going concern basis of accounting in preparing these financial statements, and to identify any material uncertainties to the company's ability to continue as a going concern over a period of at least twelve months from the date of approval of the financial statements. The period of the company's going concern assessment is the period to 31 December 2025.
In making this assessment, the board has taken into consideration the company's business activities, together with factors likely to affect its future development, performance and principal risks and uncertainties.
At the time of approving the financial statements, the directors, having considered recent financial trends, available forecasts, cash resources and facilities available to the company, have concluded that there is no material uncertainty arising in relation to going concern. There is thus a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.
Therefore, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
select suitable accounting policies and then apply them consistently; make judgements and accounting estimates that are reasonable and prudent; state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
We have audited the financial statements of Menzies Group Holdings Limited (the 'company') for the year ended 31 December 2022 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its profit for the year then ended; have been properly prepared in accordance with FRS 101 and United Kingdom Generally Accepted Accounting Practice; and have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or the financial statements are not in agreement with the accounting records and returns; or certain disclosures of remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
We obtained an understanding of the legal and regulatory frameworks that are applicable to company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
FRS 101
Companies Act 2006;
UK Corporation Tax legislation; and
VAT legislation.
We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes.
We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. We identified a heightened fraud risk in relation to:
Management override of controls.
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
Reviewing the level of and reasoning behind the Company’s procurement of legal and professional services;
Performing audit work procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing judgements made by management in their calculation of accounting estimates for potential management bias;
Completion of appropriate checklists and use of our experience to assess the Company’s compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.
Menzies Group Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is MW1 Building 557 Shoreham Road, Heathrow Airport, London, TW6 3RT. The company's principal activities and nature of its operations are disclosed in the directors' report.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest millions of pound sterling (£m).
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
inclusion of an explicit and unreserved statement of compliance with IFRS;
presentation of a statement of cash flows and related notes;
disclosure of the objectives, policies and processes for managing capital;
disclosure of key management personnel compensation;
disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;
the effect of financial instruments on the statement of comprehensive income;
comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment, intangible assets, investment property and biological assets;
disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;
certain comparative narrative information; and
related party disclosures for transactions with the parent or wholly owned members of the group.
Where required, equivalent disclosures are given in the group accounts of Agility Public Warehousing Company K.S.C.P.. The group accounts of Agility Public Warehousing Company K.S.C.P. are available to the public and can be obtained as set out in note 16.
The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Menzies Group Holdings Limited is a wholly owned subsidiary of Agility Public Warehousing Company K.S.C.P. and the results of Menzies Group Holdings Limited are included in the consolidated financial statements of Agility Public Warehousing Company K.S.C.P..
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'. The company had no financial liabilities at fair value through profit or loss at the balance sheet date.
Other financial liabilities, including intercompany borrowings, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
The tax expense represents the sum of the tax currently payable and deferred tax.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
At each reporting period end date, the board reviews the carrying value of the company's fixed asset investments to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The assessment of recoverable amount involves judgement over net sales value and future cash generation attributable to the underlying assets. The carrying value of investments are outlined within note 8.
The audit fee for the year for the company was borne by a fellow group undertaking. The company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the group accounts of its ultimate parent undertaking, Agility Public Warehousing Company K.S.C.P..
The average monthly number of persons employed by the company during the year was:
In 2022, all directors (2021: all directors) did not earn a salary from this entity but are remunerated in another group entity. Part of that remuneration covers director services for this entity.
The directors of the company are also directors of other subsidiary companies within the wider group. The directors do not believe that it is practicable to apportion the aggregate remuneration receivable between their services as directors of the company and their services as directors of fellow subsidiary companies.
The charge for the year can be reconciled to the loss per the profit and loss account as follows:
Unrecognised tax losses
The company has no unrecognised tax losses.
Change in corporation tax rate
A change in the future UK Corporation tax rate to 25% with effect from 1 April 2023 was announced in the March 2021 budget and substantively enacted on 24 May 2021. This change will have a consequential effect on the company's future tax charge in the UK and as the 25% tax rate was substantively enacted prior to the reporting date, any deferred tax expected to unwind after 1 April 2023 has been calculated at 25% as opposed to the current tax rate of 19%.
Details of the company's subsidiaries at 31 December 2022 are as follows:
Entities denoted * are intermediate parent undertakings and details of investments within these entities are outlined within the financial statements of each company, available from the Companies House registrar.
Amounts owed by fellow group undertakings are repayable on demand although there is no expectation that balances will be settled within 12 months from the reporting date. The balance includes £0.5m (2021 - £0.3m) in respect of group relief receivable.
Amounts owed to fellow group undertakings are repayable on demand.
The profit and loss reserves represents cumulative profits or losses, net of dividends paid.
The company has taken advantage of the exemption under paragraph 8(j) of FRS 101 not to disclose remuneration paid to key management personnel.
During the year the company transacted with related parties in the normal course of business and on an arm's length basis. The company has taken advantage of the exemption under paragraph 8(k) of FRS 101 not to disclose transactions with fellow wholly owned subsidiaries.