MVB Books UK Ltd. - Accounts to registrar (filleted) - small 23.2.5

REGISTERED NUMBER: 13883405 (England and Wales)

FINANCIAL STATEMENTS

FOR THE PERIOD

31 JANUARY 2022 TO 31 DECEMBER 2022

FOR

MVB BOOKS UK LTD.

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mr R H Schild

Mrs E M G Lamberti

REGISTERED OFFICE:

Golden Cross House

8 Duncannon street

London

WC2N 4JF

REGISTERED NUMBER:

13883405 (England and Wales)

AUDITORS:

Freemans Partnership LLP

Chartered Certified Accountants

and Statutory Auditors

Solar House

282 Chase Road

London

N14 6NZ

FIXED ASSETS

Intangible assets

4

2,824,899

CURRENT ASSETS

Debtors

5

655,635

Cash at bank

428,856

1,084,491

CREDITORS

Amounts falling due within one year

6

1,069,852

NET CURRENT ASSETS

14,639

TOTAL ASSETS LESS CURRENT LIABILITIES

2,839,538

CREDITORS

Amounts falling due after more than one year

7

3,056,497

NET LIABILITIES

(216,959

)

CAPITAL AND RESERVES

Called up share capital

8

100

Retained earnings

(217,059

)

SHAREHOLDERS' FUNDS

(216,959

)

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

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

Mr R H Schild - Director

1.	STATUTORY INFORMATION

Mvb Books UK Ltd. is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The preparation of the financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates, it also requires management to exercise judgement in applying the Company's accounting policies

Going Concern

The Directors have prepared budgets for the next 12 months and after making appropriate judgments the Directors have reasonable expectations that the Company has adequate resources to continue operating for the foreseeable future.

The company has net liabilities predominantly driven by the intercompany loan. The directors have mitigated the going concern risk by receiving an undertaking from the related party creditor that the loan will not be demanded and repaid unless sufficient funds are available, or if repayment could jeopardise, in the opinion of the Company's directors, the Company's ability to meet its debts as they fall due.

Therefore the Directors continue to adopt the going concern basis in preparing these Financial Statements.

Significant judgements and estimates

Key sources of estimation uncertainty

The preparation of the financial statements in conformity with generally accepted accounting principles requires the Directors to make estimations and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results in the future could differ from those estimates. In this regard, the Directors believe that the critical accounting policies where judgments or estimations are necessarily applied are summarised below.

Amortisation and residual values - The Directors have reviewed the estimated useful life and associated residual values of all intangible asset classes, and have concluded that asset lives and residual values are appropriate.

Impairment of debtors - The recoverability of trade debtors has been assessed at the year end and up until the date of signing these financial statements. Management have based the decision to provide for any amounts based on their judgment of all the available information, and their experience of the specific nature of the trade debtor in question.

Critical judgements in applying the entity's accounting policies

There are no critical judgements when applying the accounting policy which materially affect the amounts in the accounts.

Turnover

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

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2022, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Trademarks are being amortised evenly over their estimated useful life of five years.

Customer relationship are being amortised evenly over their estimated useful life of five years.

Non-compete is being amortised evenly over its estimated useful life of five years.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 6 .

4.	INTANGIBLE FIXED ASSETS

Customer

Goodwill

Trademarks

relationship

Non-compete

Totals

£

£

£

£

£

COST

Additions

1,764,162

33,300

1,364,000

52,000

3,213,462

At 31 December 2022

1,764,162

33,300

1,364,000

52,000

3,213,462

AMORTISATION

Amortisation for period

147,013

5,550

227,333

8,667

388,563

At 31 December 2022

147,013

5,550

227,333

8,667

388,563

NET BOOK VALUE

At 31 December 2022

1,617,149

27,750

1,136,667

43,333

2,824,899

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Trade debtors

468,874

Other debtors

89,551

Prepayments and accrued income

97,210

655,635

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Trade creditors

126,936

Other creditors

782

Amounts owed to group undertakings

532,689

Tax

38,927

Social security and other taxes

134,942

Accruals and deferred income

235,576

1,069,852

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

£

Amounts owed to group undertakings

3,056,497

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

100

Ordinary

1

100

100 Ordinary shares of 1 each were allotted and fully paid for cash at par during the period.

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Michael Christodoulides (Senior Statutory Auditor)

for and on behalf of Freemans Partnership LLP

10.	RELATED PARTY DISCLOSURES

Amounts owed to group undertakings (Amounts falling due within one year)

£

Loan from parent undertaking

354,772

Services

177,917

532,689

Amounts owed to group undertakings (Amounts falling due after more than one year)

Loan from parent undertaking

3,056,497

3,589,186

During the year the company was charged interest totalling £99,074 on the loan from MVB GmbH, the immediate parent company. The interest was charged on an arms length basis at a current market rate. The outstanding unsecured loan owed to MVB GmbH as at the year end was £3,411,269.

The company was charged £379,551 in the year for services provided and recharges from MVB GmbH, of which £177,917 was outstanding as at the year end and included in amounts due to group undertakings falling due within one year.

11.	CONTROLLING PARTIES

The ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is Börsenverein des Deutschen Buchhandels Beteiligungsgesellschaft mbH. Copies of the consolidated financial statements can be obtained from the Company Secretary at Braubachstrasse 16, 60311 Frankfurt am Main, Germany.

No individual shareholder holds a majority of voting rights. Therefore, there is no ultimate controlling party by virtue of shareholdings.