Registered number: 12810714
PIL MEMBRANES HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
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PIL MEMBRANES HOLDINGS LIMITED
COMPANY INFORMATION
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S Youngs (appointed 15 November 2023)
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Riverside Industrial Estate
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Chartered Accountants & Statutory Auditors
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Anglia House, 6 Central Avenue
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PIL MEMBRANES HOLDINGS LIMITED
CONTENTS
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Independent Auditors' Report
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Consolidated Statement of Comprehensive Income
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Consolidated Balance Sheet
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Consolidated Analysis of Net Debt
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Notes to the Financial Statements
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PIL MEMBRANES HOLDINGS LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 24 NOVEMBER 2023
The principal activity of the Group is the development, manufacture, and sale of breathable membranes to the apparel, footwear and technical fabrics markets.
The Group's results for the period are promising, progress has been made in existing and new market areas and the Group continues to expand its range of membranes to the textile industry.
Financial key performance indicators
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Period Period
ended 24 ended 25
November November
2023 2022
£ £
Turnover 17,936,830 19,189,495
Operating profit 1,085,813 1,655,437
Net assets 4,756,126 5,634,914
No. No.
Average employees 128 131
Turnover decreased over the year due to lower worldwide demand for sports and leisure products and high stock in the supply chain. Operating profit reduced to £1,085,813 due to impact of lower sales on revenue and overall efficiency of the Group’s operations. Average employee numbers reduced by three over the year.
Analysis of development and performance during the year
The Group made good progress on new product developments in the year in line with its strategy.
Efforts were made during the year to maintain margins and profit levels despite rising costs, this was achieved through price increases and focus on higher margin sales.
Looking ahead to 2024 the Group considers itself in a strong position to take advantage of opportunities in existing and new markets.
Principal risks and uncertainties
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The principal risks and uncertainties for the Group are explained below:
Personnel risks
The Group is at risk in the attraction and retention of key staff. To mitigate this we train and develop key staff and look to recruit and retain staff by aligning personal objectives with the Group's key strategic objectives.
Health & Safety risks
Prevention of injury to employees and other stakeholders including suppliers and customers; this is mitigated by clear policies and procedures which we have put in place detailing the controls required to manage health and safety and product safety risks across the business and compliance with all applicable regulations.
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PIL MEMBRANES HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 24 NOVEMBER 2023
The Group is at risk from increased competition in its markets, to mitigate this it continues to develop new technologies and maintains its high level of customer service globally.
Financial risk management objectives and policies
The directors have assessed the main risks facing the Group to be the instability of the worldwide economic environment, together with exchange rate volatility and the political situation some of our export markets. However the extremely diverse markets and extensive geographical coverage ensure that any adverse impact related to these risks is minimised.
The Group's principal financial assets are cash and trade debtors. The principal credit risk arises therefore from its trade debtors. Risks associated with cash are limited as the Group uses reputable banks.
In order to manage credit risk the directors set limits for customers based on a combination of payment history and third party credit references. Credit limits are reviewed by the credit controller on a regular basis in conjunction with debt ageing and collection history.
This report was approved by the board on 15 March 2024 and signed on its behalf.
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PIL MEMBRANES HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 24 NOVEMBER 2023
The directors present their report and the financial statements for the period ended 24 November 2023.
The directors who served during the period were:
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S Youngs (appointed 15 November 2023)
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Directors' responsibilities statement
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The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘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 Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the period, after taxation, amounted to £931,226 (2022 - £1,467,307).
There were £Nil dividends paid in 2023 (2022 - £Nil)
Uncertainties remain in both the UK and overseas economies. The directors are confident that the Group is in a strong position to take advantage of growth opportunities as they arise.
Employee ownership trust
During the year contributions totalling £1,804,826 (2022 - £1,804,826) were made to the Employee Ownership Trust.
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PIL MEMBRANES HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 24 NOVEMBER 2023
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
The auditors, Price Bailey LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 15 March 2024 and signed on its behalf.
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PIL MEMBRANES HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PIL MEMBRANES HOLDINGS LIMITED
We have audited the financial statements of PIL Membranes Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 24 November 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 24 November 2023 and of the Group's profit for the period then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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
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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 or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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PIL MEMBRANES HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PIL MEMBRANES HOLDINGS LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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.
Responsibilities of directors
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As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
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PIL MEMBRANES HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PIL MEMBRANES HOLDINGS LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
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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 Auditors' 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 Group financial statements.
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 identified areas of laws and regulations that could reasonably be expected to have a material effect on
the financial statements from our general commercial and sector experience, though discussion with the
Directors (as required by the auditing standards), and discussed with the Directors the policies and
procedures regarding compliance with laws and regulations. We communicated identified laws and
regulations throughout our team and remained alert to any indications of non-compliance throughout the
audit.
• The potential effect of these laws and regulations on the financial statements varies considerably.
• Firstly, the Group is subject to laws and regulations that directly affect the financial statements including
financial reporting legislation (including related companies legislation), distributable profits legislation, and
taxation legislation and we assessd the extent of compliance with these laws and regulations as part of
our procedures on the related financial statement items.
• Secondly, the Group is subject to many other laws and regulations where the consequences of non-
compliance could have a material effect on amounts or disclosures in the financial statements, for
instance through the imposition of fines or letigation. We identified the following areas as those most likely
to have such an effect: the General Data Protection Regulation, competition law, employment law and
certain aspects of company legislation recognising the regulated nature of part of the Group’s activities.
Auditing standards limit the required audit procedures to identify non-compiance with these laws and
regulations to enquiry of the Directors and other management and inspection of regulatory and legal
correspondence, if any. Through these procedures, we became aware of actual or suspected non-
compliance and considered the effect as part of our procedures on the related financial statement items.
The identified actual or suspected non-compliance was not sufficiently significant to our audit to result in
our response being identified as a key audit matter.
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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
We communicated the laws and regulations we identified throughout our team and remained alert to any indications of non-compliance throughout the audit.
The Company is subject to laws and regulations that directly affect the financial statements including the FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (January 2022), the Companies Act 2006 and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
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PIL MEMBRANES HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PIL MEMBRANES HOLDINGS LIMITED (CONTINUED)
The Company is subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. These include:
• General Data Protection Regulations (GDPR)
• Employment law
• Health and Safety at Work Act.
• The data protection act 2018
• EU REACH – Chemical regulations
• UK REACH – Chemical regulations
• BSI 9001 – Quality control
• Oekotex-100 – Chemical restrictions
• NFPA 1971 – 2018 – Requirements for materials going into fire protection garments
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
• 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. 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.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation (ie. gives a true and fair view).
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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PIL MEMBRANES HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PIL MEMBRANES HOLDINGS LIMITED (CONTINUED)
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 Auditors' 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.
John Warren BSc FCA (Senior Statutory Auditor)
for and on behalf of
Price Bailey LLP
Chartered Accountants
Statutory Auditors
Anglia House, 6 Central Avenue
St Andrews Business Park
Thorpe St Andrew
Norwich
Norfolk
NR7 0HR
18 March 2024
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PIL MEMBRANES HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 24 NOVEMBER 2023
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Amounts written off investments
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial period
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Foreign exchange translation movement
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Other comprehensive income for the period
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Total comprehensive income for the period
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Profit for the period attributable to:
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Owners of the parent Company
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The notes on pages 17 to 36 form part of these financial statements.
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PIL MEMBRANES HOLDINGS LIMITED
REGISTERED NUMBER: 12810714
CONSOLIDATED BALANCE SHEET
AS AT 24 NOVEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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Share based payment reserve
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 15 March 2024.
The notes on pages 17 to 36 form part of these financial statements.
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PIL MEMBRANES HOLDINGS LIMITED
REGISTERED NUMBER: 12810714
COMPANY BALANCE SHEET
AS AT 24 NOVEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Share based payment reserve
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 15 March 2024.
The notes on pages 17 to 36 form part of these financial statements.
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PIL MEMBRANES HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 24 NOVEMBER 2023
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Comprehensive income for the period
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Foreign exchange movement
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Total comprehensive income for the period
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Contributions by and distributions to owners
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Capital contribution to Employee Ownership Trust
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Total transactions with owners
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Comprehensive income for the period
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Foreign exchange movement
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Total comprehensive income for the period
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Contributions by and distributions to owners
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Capital contribution to Employee Ownership Trust
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Total transactions with owners
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The notes on pages 17 to 36 form part of these financial statements.
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PIL MEMBRANES HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 24 NOVEMBER 2023
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Contributions by and distributions to owners
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Contributions by and distributions to owners
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The notes on pages 17 to 36 form part of these financial statements.
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PIL MEMBRANES HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
Cash flows from operating activities
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Profit for the financial period
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Amortisation of intangible assets
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Depreciation of tangible assets
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Decrease/(increase) in stocks
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Decrease/(increase) in debtors
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(Decrease)/increase in creditors
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Sale of unlisted and other investments
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Government grants received
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Net cash from investing activities
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Cash flows from financing activities
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Capital contribution to Employee Ownership Trust
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Net cash used in financing activities
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Net increase/(decrease) in cash and cash equivalents
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Cash and cash equivalents at beginning of period
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Cash and cash equivalents at the end of period
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Cash and cash equivalents at the end of period comprise:
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PIL MEMBRANES HOLDINGS LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 24 NOVEMBER 2023
The notes on pages 17 to 36 form part of these financial statements.
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
PIL Membranes Holdings Limited is a private company limited by shares incorporated in the United Kingdom. The registered office is Riverside Industrial Estate, Estuary Road, King's Lynn, Norfolk, PE30 2HS. The nature of the Group's operations and its principal activities are set out in the Strategic Report.
The financial statements are rounded to the nearest £.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. This is considered to be on despatch of goods. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
2.Accounting policies (continued)
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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Current and deferred taxation
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The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
2.Accounting policies (continued)
Negative goodwill represents the surplus of the fair value of net assets acquired over the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, negative goodwill is measured at cost less accumulated amortisation and accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life
cannot be made, the useful life shall not exceed ten years.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
2.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
The fair value of forward foreign exchange contracts is established per third party valuation of the financial instruments at the balance sheet date.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made are addressed below.
Useful economic life of property, plant and equipment
The annual depreciation charge for property, plant and equipment is sensitive to change in the estimated useful economic lives and residual values of the assets. The economic lives and residual values are reassessed annually and, where necessary, amended to reflect current conditions.
Inventory provisioning
The Group manufactures and sells product subject to the demands of the market in which it operates. As a result, it is necessary to consider the recoverability of cost of inventory and the associated provisioning required. The Group considers the condition and age of the inventory using assumptions over the sale of finished goods and usage of raw materials in estimating the provision required.
Impairment of debtors
The Group makes an estimate of the recoverable value of trade and other debtors. When assessing the
impairment of trade and other debtors the directors consider factors including age, independent credit
rating and historical experience.
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
The whole of the turnover is attributable to the sale of goods.
Analysis of turnover by country of destination:
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Government grants receivable
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The operating profit is stated after charging:
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Depreciation of tangible fixed assets
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Amortisation of negative goodwill
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Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements
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Other operating lease rentals
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Defined contribution pension cost
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the period was as follows:
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Technical and administrative staff
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The Company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL)
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
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Group contributions to defined contribution pension schemes
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During the period retirement benefits were accruing to 2 directors (2022 - 1) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £239,508 (2022 - £147,524).
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The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £17,002 (2022 - £16,244).
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The total number of directors who exercised share options during the year was Nil (2022 - Nil).
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During the period ended 24 November 2023, the group had the following share based payment agreement as follows:
Type of arrangement: PIL Membranes EMI Option Plan
Date of initial grant: 23 March 2021 with vesting period of 6 years
Number of option shares granted: 90,611
Number of employees: 5
The estimated fair value of each share option granted is £1.17. This was calculated by applying a Black-Scholes option pricing model. The model inputs were the share price at the grant date of £1.80, expected volatility of 75%, maturity of 6 years and a risk free interest rate of 0.81%.
The 90,611 options outstanding at 24 November 2023 have an exercise price of £1.80 and a remaining contractual life of 3 years 4 months.
The amount of employee remuneration expense in respect of the share options granted amounts to £17,669 (2022 - £16,334).
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Other interest receivable
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
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Interest payable and similar expenses
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Current tax on profits for the year
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Foreign tax on income for the year
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Origination and reversal of timing differences
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Taxation on profit on ordinary activities
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
12.Taxation (continued)
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Factors affecting tax charge for the period
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The tax assessed for the period is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
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Capital allowances for period in excess of depreciation
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Adjustments to tax charge in respect of prior periods
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Increase or decrease in pension fund prepayment leading to an increase (decrease) in tax
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Short-term timing difference leading to an increase (decrease) in taxation
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Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
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Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
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Other differences leading to an increase (decrease) in the tax charge
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Change in tax rate leading to an increase (decrease) in the tax charge
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Total tax charge for the period
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
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Charge for the period on owned assets
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
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Charge for the period on owned assets
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
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Investments in subsidiary companies
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Investments in subsidiary companies
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Direct subsidiary undertaking
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The following was a direct subsidiary undertaking of the Company:
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Riverside Industrial Estate, Estuary Road, King's Lynn, Norfolk, PE30 2HS
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
Direct subsidiary undertaking (continued)
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The aggregate of the share capital and reserves as at 24 November 2023 and the profit or loss for the period ended on that date for the subsidiary undertaking were as follows:
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Aggregate of share capital and reserves
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Indirect subsidiary undertakings
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The following were indirect subsidiary undertakings of the Company:
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100 Coxe Avenue, Asheville, North Carolina, United States of America
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KL Technologies (Shanghai) International Trading Co Limited
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Room 674, 6/F, No 88 Tai Gu Road, Shanghai Free Trade Zone, China
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KL Technologies (Hong Kong) Limited
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16th Floor, Shing Lee Commercial Building, 8 Wing Kut Street, Central, Hong Kong
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The aggregate of the share capital and reserves as at 24 November 2023 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:
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Aggregate of share capital and reserves
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KL Technologies (Shanghai) International Trading Co Limited
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KL Technologies (Hong Kong) Limited
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
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Prepayments and accrued income
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Foreign exchange contract derivatives
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Foreign exchange contract derivatives
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
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Other financial assets measured at fair value through profit or loss
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Financial assets that are debt instruments measured at amortised cost
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Other financial liabilities measured at fair value through profit or loss
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Financial liabilities measured at amortised cost
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Financial assets that are debt instruments measured at amortised cost comprise cash, trade debtors and other debtors.
Other financial assets measured at fair value through profit or loss comprise forward foreign exchange contracts.
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Financial liabilities measured at amortised cost comprise trade creditors, amounts owed by group undertakings, other creditors and accruals.
Other financial liabilities measured at fair value through profit and loss comprise forward foreign exchange contracts.
At 24 November 2023 the Group had outstanding forward currency contracts which mature within 12 months of the year end. The Group is committed to selling $2,000,001 (2022 - $2,000,000) at rates between 1.22808-1.23242 (2022 - 1.315446-1.324736).
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
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Charged to profit or loss
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Accelerated capital allowances
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Short-term timing differences
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Allotted, called up and fully paid
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105,000 (2022 - 105,000) Ordinary shares of £0.000133 each
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Foreign exchange reserve
Foreign exchange reserve represents gains/losses arising on retranslating the net assets of overseas operations into pound sterling.
Share based payment reserve
Movement of the equity-based share options.
Profit and loss account
Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
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PIL MEMBRANES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2023
The Group has provided a guarantee, dated 8 June 2011, in favour of HM Revenue & Customs for £Nil (2022 - £80,000).
The Group has provided a charge over its assets as security in favour of the previous shareholders.
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At 24 November 2023 the Group and Company had capital commitments as follows:
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Contracted for but not provided in these financial statements
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The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £406,946 (2022 - £419,465). Contributions totalling £39,257 (2022 - £37,512) were payable to the fund at the Balance Sheet date.
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Commitments under operating leases
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At 24 November 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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The immediate parent Company and ultimate controlling party is PIL Membranes EOT Limited.
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