MSL_Property_Care_Service - Accounts

Registered number 13221250

The directors present their strategic report for the year ended 28th February 2023.

Group turnover for the year was £28,808,018 (2022: £21,938,711) and the operating profit before exceptional items was £2,205,938 (2022: £1,828,665).  The profit before taxation was £2,099,486 (2022: profit £1,820,000).

The board uses key performance indicators (KPIs) to monitor the Group's performance and development. Those KPIs include:

Turnover

Gross Profit %

Administrative Expenses to turnover %

Cash from operating activities

These KPIs for the Group's 3 previous financial years were:

Turnover

£

Gross Profit %

%

Administrative Expenses before exceptional items

£

Administrative Expenses to turnover

%

Cash from operating activities

£

Registered number 13221250

The key risks to the Group's profitability continue to include managing service delivery costs and overheads whilst seeking to broaden the company's market range of customers. These key risks are exacerbated by the state of the wider economy as it recovers from the impact of Covid-19 and the repercussions from the war in Ukraine.

In addition, the health & safety of the Group's employees and supply partners together with those of its clients and their customers is a major consideration.

The board has strategies in place to manage these risks

On 15th June 2023 the entire share capital of the company was acquired by MSL Property Services Holdings Limited, a company incorporated on 26th January 2023.

The controlling shareholder in that company is the Foresight Group LLP which is a leading listed regional private equity and infrastructure investment manager. The investment is from its North West, North East and WYCA funded West Yorkshire SME Investment Funds.

Foresight Group LLP's investment will support the company's & group management team with its growth ambitions.

The directors are confident about the long term prospects for the group, which is well established and focused on the reactive and compliance markets where quality and service have an intrinsic value.

Careful investment also continues to be made where necessary to support or improve the group's operating efficiency.

The overall qualities of the group's services it provides, together with the strength of relationships with its clients, are expected to provide a similar outcome for the 2023 – 2024 financial year despite the uncertain economic climate leading up to the signing of this report. The forward pipeline is however very strong and the 2023 – 2024 financial year is already looking positive, even taking account of current inflation and other factors.

On behalf of the board

Registered number 13221250

The directors present their directors' report and financial statements for the year ended 28 February 2023.

The Principal Activities, the Performance and Developments during the year, the Future Prospects, The Principal Risks and Uncertainties and the Key Performance Indicators are discussed in detail in the Strategic Review.

The directors do not recommend payment of a dividend (2022: £100,000).

The directors who held office during the year and up to the date of this report were as follows:

G Mountain

- resigned 15th June 2023

J Harrison

R J Bottomley

- resigned 15th June 2023

K M Foster

- resigned 28th February 2023

J M Johnson

R M Kinnear

A N Thomson

Azets Audit Services Limited, trading as Azets Audit Services were appointed as auditor to the company following their acquisition of the trade of Naylors Wintergill Limited, on 01 May 2023.  In accordance with section 485 of the Companies Act 2006, a resolution proposing that they be reappointed as auditor will be put to the members at the next annual general meeting.

On behalf of the board

Registered number 13221250

Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice), including FRS102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

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 group and the company and of the profit or loss of the group for that year.

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; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the company will continue in business.

Registered number 13221250

We have audited the financial statements of MSL Property Care Services Holdings Limited (the 'parent company') and its subsidiaries (the ‘group') for the year ended 28 February 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

• give a true and fair view of the state of the group's and of the parent company's affairs as at 28 February 2023 and of the group's profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Registered number 13221250

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements ; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

·

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

·

the parent company financial statements are not in agreement with the accounting records and returns; or

·

certain disclosures of directors' remuneration specified by law are not made; or

·

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

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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

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 is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Registered number 13221250

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council's website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

Reviewing minutes of meetings of those charged with governance;

Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;

Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

Performing audit work over the risk of management bias and 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 accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

Carlton House

Grammar School Street

Bradford

BD1 4NS

Registered number 13221250

Registered number 13221250

All of the turnover and operating results for the current and previous year relates to continuing operations.

The notes on pages 16 to 26 form part of the financial statements.

Registered number 13221250

Tax relating to other comprehensive income

The notes on pages 16 to 26 form part of the financial statements.

Registered number 13221250

Creditors: amounts falling due

within one year

The notes on pages 16 to 26 form part of the financial statements.

These financial statements were approved by the board of directors and authorised for issue on 15 August 2023

and were signed on its behalf by:

Registered number 13221250

within one year

The notes on pages 16 to 26 form part of the financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes as it prepares group accounts. The company's profit for the year was £nil (2022: £100,000) and the company paid a dividend of £nil (2022: £100,000).

These financial statements were approved by the board of directors and authorised for issue on 15 August 2023

and were signed on its behalf by:

Registered number 13221250

The notes on pages 16 to 26 form part of the financial statements.

Registered number 13221250

The notes on pages 16 to 26 form part of the financial statements.

Registered number 13221250

Profit for the year

Depreciation

Interest receivable and similar income

Interest payable and similar charges

Taxation

(Increase) / decrease in stocks

(Increase) / decrease in trade and other debtors

Increase / (decrease) in trade and other creditors

Acquisition of tangible fixed assets

Interest paid

Interest received

Net increase in cash and cash equivalents

Cash and cash equivalents at 1 March 2022

The notes on pages 16 to 26 form part of the financial statements.

Registered number 13221250

MSL Property Care Services Holdings Limited (the “Company” and the ”Group”) is a Company limited by shares and incorporated and domiciled in the UK, its registered office is Premier House, 1 Canal Street, Halifax, HX3 9HT.

These financial statements were prepared in accordance with Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (“FRS 102”). The presentation currency of these financial statements is sterling.

The financial statements are prepared on the historical cost basis except that the following assets and liabilities are stated at their fair value: tangible fixed assets measured at fair value on the date of transition to FRS 102.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

The consolidated group financial statements consist of the financial statements of the parent company MSL Property Care Services Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group's share of its interests in joint ventures and associates. All financial statements are made up to 28 February 2023. Business combinations are accounted for under the acquisition method and the merger accounting method. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group. All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group's share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.  If the group's share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group's interest in the entity.

Registered number 13221250

With a net current asset position of £3,721,794 (2022: £2,151,211) the financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons.

Transactions in foreign currencies are translated to the Group's functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on translation are recognised in the profit and loss account.

In accordance with FRS 102.22, financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions:

they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and

where the instrument will or may be settled in the Group's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Group's own equity instruments or is a derivative that will be settled by the Group's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

To the extent that this definition is not met, the proceeds of issue are classified as a financial liability.  Where the instrument so classified takes the legal form of the Group's own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.

Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors.  If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument.

These are separate financial statements of the Group.  Investments in subsidiaries, jointly controlled entities and associates are carried at cost less impairment.

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Certain items of tangible fixed assets that had been revalued to fair value on or prior to the date of transition to FRS 102, are measured on the basis of deemed cost, being the revalued amount at the date of that revaluation.

Depreciation is provided to write off the cost or valuation less the estimated residual value of tangible fixed assets by equal instalments over their estimated useful economic lives as follows:

Fixtures, fittings, tools and equipment                         -

Motor Vehicles

IT Development                                                            -

Freehold buildings

-

Registered number 13221250

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the first-in first-out principle and includes expenditure incurred in acquiring the stocks, production or conversion costs and other costs in bringing them to their existing location and condition.

The carrying amounts of the Group's non-financial assets, other than stocks and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). The goodwill acquired in a business combination, for the purpose of impairment testing is allocated to cash-generating units, or (“CGU”) that are expected to benefit from the synergies of the combination. For the purpose of goodwill impairment testing, if goodwill cannot be allocated to individual CGUs or groups of CGUs on a non-arbitrary basis, the impairment of goodwill is determined using the recoverable amount of the acquired entity in its entirety, or if it has been integrated then the entire entity into which it has been integrated.

An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss.

A defined contribution plan is a post-employment benefit plan under which the Group pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees.

Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation;  in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in profit and loss over the term of the lease as an integral part of the total lease expense.

Interest payable and similar charges include interest payable, finance charges on shares classified as liabilities and finance leases recognised in profit or loss using the effective interest method, unwinding of the discount on provisions, and net foreign exchange losses that are recognised in the profit and loss account (see foreign currency accounting policy).

Other interest receivable and similar income include interest receivable on funds invested and net foreign exchange gains.

Registered number 13221250

Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method. Dividend income is recognised in the profit and loss account on the date the Company's right to receive payments is established. Foreign currency gains and losses are reported on a net basis.

Turnover represents amounts invoiced by the Group in respect of sales completed during the period, excluding value added tax. Turnover is wholly attributable to the Group's principal activity/services for UK companies with sites both in the UK and Continental Europe.

The turnover attributed to the Ireland and European sites was £404,550 (2022: £354,323).

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense.

Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax balances are not discounted.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that is it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Registered number 13221250

An analysis of the group's turnover by class of business is as follows:

The audit fee for the holding company was borne by MSL Property Care Services Ltd

The profit before taxation also included an exceptional charge for company re-organisation charges of £89,920 (2022: £nil).

Directors' emoluments

The number of directors in the year was 7 (2022: 7).  Retirement benefits are accruing to 1 (2022: 1) director under money purchase schemes.  Remuneration of the highest paid director was £ 111,822 (2022: £101,435).

Registered number 13221250

Operations staff

Sales staff

Administration staff

Management staff

The aggregate payroll costs of these persons were as follows:

Wages and salaries

Social security costs

Other pension costs

The company has no employees.

Interest received

Bank interest

Invoice discount facility charges

Registered number 13221250

In addition to the amount charged/​(credited) to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

Deferred tax arising on revaluation of property

Registered number 13221250

The directors had the land and buildings revalued in February 2023 by Malcolm Stuart Property Consultants, who gave a market value of £547,500. Historical Cost £326,657 (2022: £326,657) and historical accumulated depreciation £97,702 (2022: £91,624).

The company has no Tangible Fixed Assets.

Registered number 13221250

At 28 February 2022

Additions in the year

MSL Property Care Services Limited

Raw materials and consumables

Work in progress

Registered number 13221250

The elements of deferred taxation are as follows:

Difference between accumulated depreciation and amortisation and capital allowances

Other comprehensive income

Undiscounted deferred tax liability

Ordinary shares of £1 each

Registered number 13221250

The total future minimum lease payments under non-cancellable operating leases are as follows:

Within one year

In the second to fifth years inclusive

      Over five years

Registered number 13221250