MENZIES_GROUP_HOLDINGS_LI - Accounts


Company Registration No. 00748655 (England and Wales)
MENZIES GROUP HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
MENZIES GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Directors
J F A Geddes
A R Gungabissoon
(Appointed 5 August 2022)
Secretary
J F A Geddes
Company number
00748655
Registered office
MW1 Building 557 Shoreham Road
Heathrow Airport
London
TW6 3RT
Auditor
Johnston Carmichael LLP
227 West George Street
Glasgow
G2 2ND
MENZIES GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 10
Profit and loss account
11
Balance sheet
12
Statement of changes in equity
13
Notes to the financial statements
14 - 21
MENZIES GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -

The directors present the strategic report for the year ended 31 December 2022.

Business review and developments

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.

Principal risks and uncertainties

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.

Ethics, integrity and compliance

The company has a consistent programme as that of the Agility group in relation to ethics, integrity and compliance.

MENZIES GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
Key performance indicators

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.

MENZIES GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -

On behalf of the board

J F A Geddes
A R Gungabissoon
Director
Director
30 October 2023
MENZIES GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2022.

Principal activities

The principal activity of the company continued to be that of a holding company for investments in subsidiaries.

Results and dividends

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.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

A G L De Lanzos
(Resigned 5 August 2022)
J F A Geddes
A R Gungabissoon
(Appointed 5 August 2022)
M Walker
(Resigned 5 August 2022)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Employee involvement

The company has no employees and therefore has nothing to report in respect of employee engagement activity during the year.

Matters addressed in the strategic report

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.

Auditor

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.

MENZIES GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 5 -
Energy and carbon report

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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
J F A Geddes
A R Gungabissoon
Director
Director
30 October 2023
MENZIES GROUP HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -

The directors are responsible for preparing the annual report 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 of the profit or loss of the company 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;

  •     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.

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

MENZIES GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MENZIES GROUP HOLDINGS LIMITED
- 7 -
Opinion

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).

In our opinion the financial statements:

 

  •     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

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 Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company 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 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.

 

 

MENZIES GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MENZIES GROUP HOLDINGS LIMITED
- 8 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.

 

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, 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.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 is 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor 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 an auditor's report 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.

 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

MENZIES GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MENZIES GROUP HOLDINGS LIMITED
- 9 -
Extent to which the audit is considered capable of detecting irregularities, including fraud

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.

MENZIES GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MENZIES GROUP HOLDINGS LIMITED
- 10 -

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.

James Hamilton (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
3 November 2023
Chartered Accountants
Statutory Auditor
227 West George Street
Glasgow
G2 2ND
MENZIES GROUP HOLDINGS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 11 -
2022
2021
Notes
£m
£m
Interest payable and similar expenses
6
(2.5)
(1.8)
Loss before taxation
(2.5)
(1.8)
Tax on loss
7
(0.2)
0.3
Loss and total comprehensive income for the financial year
14
(2.7)
(1.5)
MENZIES GROUP HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 12 -
2022
2021
Notes
£m
£m
£m
£m
Fixed assets
Investments
8
64.6
64.6
Current assets
Debtors
10
3.9
3.9
Creditors: amounts falling due within one year
11
(71.9)
(69.2)
Net current liabilities
(68.0)
(65.3)
Net liabilities
(3.4)
(0.7)
Capital and reserves
Called up share capital
13
-
0
-
0
Profit and loss reserves
14
(3.4)
(0.7)
Total equity
(3.4)
(0.7)
The financial statements were approved by the board of directors and authorised for issue on 30 October 2023 and are signed on its behalf by:
J F A Geddes
A R Gungabissoon
Director
Director
Company Registration No. 00748655
MENZIES GROUP HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 13 -
Share capital
Profit and loss reserves
Total
£m
£m
£m
Balance at 1 January 2021
-
0.8
0.8
Year ended 31 December 2021:
Loss and total comprehensive expense for the year
-
(1.5)
(1.5)
Balance at 31 December 2021
-
0
(0.7)
(0.7)
Year ended 31 December 2022:
Loss and total comprehensive expense for the year
-
(2.7)
(2.7)
Balance at 31 December 2022
-
0
(3.4)
(3.4)
MENZIES GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 14 -
1
Accounting policies
Company information

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.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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).

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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..

MENZIES GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 15 -
1.2
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.true

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.

1.3
Fixed asset investments

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.

1.4
Financial assets

Financial assets are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs. The company had no financial assets measured at fair value through profit or loss at the balance sheet date.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

MENZIES GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 16 -
Impairment of financial assets

The company recognises loss allowances for expected credit losses (ECLs) on financial assets measured at amortised cost where appropriate. The company measures loss allowances at an amount equal to lifetime ECLs.

 

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the company’s historical experience and informed credit assessment and including forward-looking information.

 

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

 

The maximum period considered when estimating ECLs is the maximum contractual period over which the company is exposed to credit risk.

Derecognition of financial assets

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.

1.5
Financial liabilities

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

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.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.6
Equity instruments

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.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

MENZIES GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 17 -
Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Critical accounting estimates and judgements

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.

Critical judgements
Carrying value of amounts owed by group undertakings

The company recognises loss allowances for expected credit losses on financial assets measured at amortised cost when the financial assets are considered ‘credit-impaired’. This requires the board to exercise judgement over amounts owed by fellow group undertakings in order to determine if amounts are credit-impaired as well as the nature of any credit loss to recognise when applicable. In making this assessment the board considers observable data including any significant financial difficulty of the borrower as well as whether it is probable that the borrower will enter bankruptcy or other financial reorganisation. The carrying value of amounts owed by fellow group undertakings are outlined within note 10.

MENZIES GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
2
Critical accounting estimates and judgements
(Continued)
- 18 -
Carrying value of investments

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.

3
Auditor's remuneration

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..

4
Employees

The average monthly number of persons employed by the company during the year was:

2022
2021
Number
Number
Total
-
0
-
0
MENZIES GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 19 -
5
Directors' remuneration

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.

6
Interest payable and similar expenses
2022
2021
£m
£m
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
2.5
1.8
7
Taxation
2022
2021
£m
£m
Current tax
Adjustments in respect of prior periods
0.7
-
Group relief credit
(0.5)
(0.3)
Total UK current tax
0.2
(0.3)

The charge for the year can be reconciled to the loss per the profit and loss account as follows:

2022
2021
£m
£m
Loss before taxation
(2.5)
(1.8)
Expected tax credit based on a corporation tax rate of 19.00% (2021: 19.00%)
(0.5)
(0.3)
Adjustment in respect of prior years
0.7
-
0
Taxation charge/(credit) for the year
0.2
(0.3)

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%.

MENZIES GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 20 -
8
Investments
Current
Non-current
2022
2021
2022
2021
£m
£m
£m
£m
Investments in subsidiaries
-
-
64.6
64.6
9
Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Voting
John Menzies (108) Ltd
MW1 Building, 557 Shoreham Road, London Heathrow Airport, Hounslow TW6 3RT
Ordinary
Direct
100.0
Lonsdale Universal Limited
MW1 Building, 557 Shoreham Road, London Heathrow Airport, Hounslow TW6 3RT
Ordinary
Direct
100.0
John Menzies International Ltd*
2 Lochside Avenue, Edinburgh Park, Edinburgh, Scotland, EH12 9DJ
Ordinary
Direct
100.0
Menzies Aviation Holdings Ltd*
MW1 Building, 557 Shoreham Road, London Heathrow Airport, Hounslow TW6 3RT
Ordinary
Direct
100.0
Rose Street Nominees Ltd
2 Lochside Avenue, Edinburgh Park, Edinburgh, Scotland, EH12 9DJ
Ordinary
Direct
100.0
DNDS Ltd
MW1 Building, 557 Shoreham Road, London Heathrow Airport, Hounslow TW6 3RT
Ordinary
Direct
100.0


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.

10
Debtors
2022
2021
£m
£m
Amounts owed by fellow group undertakings
3.9
3.9

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.

11
Liabilities
2022
2021
Notes
£m
£m
Creditors
12
71.9
69.2
MENZIES GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 21 -
12
Creditors
2022
2021
£m
£m
Amounts owed to fellow group undertakings
71.9
69.2

Amounts owed to fellow group undertakings are repayable on demand.

13
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£m
£m
Issued and fully paid
Ordinary shares of £1 each
2,102.0
2,102.0
-
-
Deferred Ordinary shares of £1 each
18,000.0
18,000.0
-
-
20,102.0
20,102.0
-
0
-
0
14
Profit and loss reserves

The profit and loss reserves represents cumulative profits or losses, net of dividends paid.

15
Related party transactions
Remuneration of key management personnel

The company has taken advantage of the exemption under paragraph 8(j) of FRS 101 not to disclose remuneration paid to key management personnel.

Other transactions with related parties

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.

16
Controlling party

The company’s immediate parent undertaking is John Menzies Limited. The company's ultimate parent undertaking is Agility Public Warehousing Company K.S.C.P. which is the smallest and largest group preparing consolidated financial statements including the company. Copies of the consolidated financial statements are available from The Secretary, Agility Public Warehousing Company K.S.C.P., PO Box 25418, Sulaibiya, Safat, 13115, Kuwait.

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