IRIS Accounts Production v24.2.0.383 14259143 Board of Directors 31.12.23 27.7.22 31.12.23 31.12.23 true true false true true false false false true false Ordinary 0 0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh142591432022-07-26142591432023-12-31142591432022-07-272023-12-31142591432022-07-2614259143ns15:EnglandWales2022-07-272023-12-3114259143ns14:PoundSterling2022-07-272023-12-3114259143ns10:Director12022-07-272023-12-3114259143ns10:Consolidated2023-12-3114259143ns10:ConsolidatedGroupCompanyAccounts2022-07-272023-12-3114259143ns10:PrivateLimitedCompanyLtd2022-07-272023-12-3114259143ns10:Consolidatedns10:FRS1022022-07-272023-12-3114259143ns10:Consolidatedns10:Audited2022-07-272023-12-3114259143ns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport2022-07-272023-12-3114259143ns10:LargeMedium-sizedCompaniesRegimeForAccounts2022-07-272023-12-3114259143ns10:Consolidatedns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport2022-07-272023-12-3114259143ns10:LargeMedium-sizedCompaniesRegimeForAccountsns10:Consolidated2022-07-272023-12-3114259143ns10:FullAccounts2022-07-272023-12-311425914312022-07-272023-12-3114259143ns10:OrdinaryShareClass12022-07-272023-12-3114259143ns10:OrdinaryShareClass112022-07-272023-12-3114259143ns10:Consolidated2022-07-272023-12-3114259143ns10:Director22022-07-272023-12-3114259143ns10:Director32022-07-272023-12-3114259143ns10:Director42022-07-272023-12-3114259143ns10:RegisteredOffice2022-07-272023-12-3114259143ns10:Director52022-07-272023-12-3114259143ns10:Director62022-07-272023-12-3114259143ns5:ShareCapital2023-12-3114259143ns5:FurtherSpecificReserve1ComponentTotalEquity2023-12-3114259143ns5:RetainedEarningsAccumulatedLosses2022-07-272023-12-3114259143ns5:FurtherSpecificReserve1ComponentTotalEquity2022-07-272023-12-3114259143ns5:ShareCapital2022-07-272023-12-3114259143ns5:RetainedEarningsAccumulatedLosses2023-12-3114259143ns5:NetGoodwill2022-07-272023-12-3114259143ns10:OrdinaryShareClass12023-12-31
REGISTERED NUMBER: 14259143 (England and Wales)


















Mississippi Lime UK Limited

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements

for the Period 27 July 2022 to 31 December 2023






Mississippi Lime UK Limited (Registered number: 14259143)






Contents of the Consolidated Financial Statements
for the period 27 July 2022 to 31 December 2023




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Consolidated Statement of Comprehensive Income 11

Consolidated Balance Sheet 12

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Cash Flow Statement 16

Notes to the Consolidated Cash Flow Statement 17

Notes to the Consolidated Financial Statements 19


Mississippi Lime UK Limited

Company Information
for the period 27 July 2022 to 31 December 2023







DIRECTORS: C Fincher
P Hogan
P T Fitzgerald
M Kiefer





REGISTERED OFFICE: 2nd Floor
38-43 Lincoln's Inn Fields
London
WC2A 3PE





REGISTERED NUMBER: 14259143 (England and Wales)





AUDITORS: Smailes Goldie
Chartered Accountants
Statutory Auditor
Regent's Court
Princess Street
Hull
East Yorkshire
HU2 8BA

Mississippi Lime UK Limited (Registered number: 14259143)

Group Strategic Report
for the period 27 July 2022 to 31 December 2023

The directors present their strategic report of the Company and the Group for the period 27 July 2022 to 31 December 2023.

Mississippi Lime UK Limited (the Company) was incorporated on 27 July 2022. The Company does not trade but acts as an investment holding company. On 7 September 2022 the Company acquired 100% of the issued share capital of Singleton Birch Limited, forming the "Group". These financial statements present the results of the Group for the 17 month period ended 31 December 2023.

FINANCIAL HIGHLIGHTS
Group
£   
Consolidated turnover 107,918,624
EBITDA 21,258,199
Group operating profit 3,706,656
Group profit before tax 3,359,325
Capital investment 12,306,561

REVIEW OF BUSINESS
Since incorporation in July 2022 and acquisition of Singleton Birch Limited in September 2022, the Group has performed very strongly despite a difficult economic climate with high inflation and a tight employment market. Consolidated turnover for the period since acquisition was £108m, operating profit was £3.7m (after goodwill amortisation of £6.5m), profit before tax was £3.4m and EBITDA was £21m.

Capital expenditure for the period included new quarrying equipment, the re-routing of a mains gas pipe, a kiln overhaul and a new landfill cell. The Boards strategy of capital investment, diversification of customers, products and services together with the development of new markets continues to be effective and remains a key feature of the Groups future strategy.

Overall, the Board are satisfied with the Group performance.

Key Performance Indicators

The Group tightly manages its cash flow and working capital and uses several KPI's to further monitor its performance. These include a range of financial and operational ratios as follows:

- Turnover
- EBITDA
- Gross profit margin
- Operating profit margin
- Tonnage produced and sold/deposited
- Capital expenditure
- Debtor days
- Cash balance
- Electricity production and utilisation


Mississippi Lime UK Limited (Registered number: 14259143)

Group Strategic Report
for the period 27 July 2022 to 31 December 2023

PRINCIPAL RISKS AND UNCERTAINTIES
Quarrying and lime production are high risk activities in relation to health and safety and environmental impact. The Group has established robust risk management systems to mitigate these risks and ensure legal compliance. The Group has obtained the Occupational Health and Safety Standard BS OHSAS 45001, the Environmental Management Standard ISO 14001 and this year attained the Energy Management standard ISO 50001, which all require audit by external accredited bodies. The Group has won a number of major awards over the years from its trade body, the Mineral Products Association, for continued excellence in health and safety performance.

Reliance on key customers remains a risk to the business. The Group's diversification strategy in recent years aims to moderate the reliance on key customers and specific industries.

The UK Emission Trading (UK ETS) Scheme which commenced on the 1 January 2021 remains volatile and relatively illiquid. To mitigate against significant fluctuations, we are purchasing carbon on a monthly basis to fulfil our annual requirements and adjusting customer prices at regular intervals accordingly.

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
The Group's activities expose it to a variety of financial risks: market risk, credit risk, interest rate risk, foreign currency risk and liquidity risk.

Specific Market Risks

i. Market Risk

Market rate risk arises from fluctuations in the price of carbon emission allowances and gas rate prices. The Group manages such risk by having either variable pass-through costs in customer contracts or buying gas forward on fixed price agreements for the length of the contract.

ii. Credit Risk

Credit risk arises from cash and cash deposits, derivative financial instruments and exposure to customers, including outstanding trade receivables. The Board has agreed a policy for managing such risk which is controlled through credit limits, customer and counterparty approvals, and rigorous monitoring procedures. Credit checks are undertaken on all customers on an annual basis and credit insurance is obtained for all major customers where possible. Where credit insurance is not available for certain customers, credit terms are reduced, and the accounts are monitored closely to ensure exposure to credit risk is minimised.

iii. Foreign Exchange Risk

Foreign currency risk occurs at transactional and translation level from trade balances and transactions in foreign currencies. The vast majority of sales and purchases made across the Group are in GBP, so the Group runs minimal risk in this area. For the limited amount of transactions incurred in foreign currencies, the Group operates foreign currency bank accounts in order to naturally minimise exposure to sudden fluctuations.

iv. Cash Flow/ Liquidity Risk

Cash flow and liquidity are monitored regularly against forecasts and available finance facilities to ensure the Group has sufficient headroom. The Group actively maintains a mixture of long-term and short-term committed facilities which are designed to ensure the Group has sufficient available funds for operations and planned expansions equivalent to at least one year's forecast requirements at all times.

v. Interest Rate Risk

The Group has very limited external debt so interest rate risk is significantly reduced.


Mississippi Lime UK Limited (Registered number: 14259143)

Group Strategic Report
for the period 27 July 2022 to 31 December 2023

SECTION 172(1) STATEMENT
The Board have considered the matters set out in section 172 (1) (a) to (f) when performing their duty to promote the success of the Company and the Group.

The Board continues to ensure that any business decisions consider the long-term impact on all key stakeholders. This includes when evaluating acquisition and growth opportunities. During the period there has been a strong focus on the continued integration of acquired businesses to ensure that the Group will function in the future in a focussed and consistent manner. This integration promotes employee development and allows supplier and customer relationships to be monitored at group level.

Environmental issues continue to be a major focus of the business and are a key consideration of the Board's strategy. The Board encourages sharing of best practices between group companies to ensure the business operates at the highest possible standard and endeavours to ensure that all stakeholders are treated fairly.

The Board meets regularly to oversee implementation of the Group's strategy. This includes, but is not limited to, reviewing performance against budget forecasts, authorising and monitoring capital investment, assessing compliance with environmental regulations and maintaining a high level of active training to promote a safe working environment, all of which contribute directly to the long term success of the Group.

The Group is committed to supporting the local community and charitable activities within the area and contributes a percentage of net profits each year into a community fund to support various local community projects, charities and schools.

In addition, the Board considers the Group's employees, suppliers and customers to be integral to its continued success. The directors have reported on engagement with suppliers, customers and others within the Report of the Directors.

FUTURE DEVELOPMENTS AND RESEARCH AND DEVELOPMENT
The Melton Ross site sits close to a proposed CO2 route that encompasses power generation, steel and chemical operations around the Humber Estuary. The company is working with a number of partners and technologies which include innovative carbon capture and on-site hydrogen production to develop zero carbon lime production capabilities.

ON BEHALF OF THE BOARD:





M Kiefer - Director


19 August 2024

Mississippi Lime UK Limited (Registered number: 14259143)

Report of the Directors
for the period 27 July 2022 to 31 December 2023

The directors present their report with the financial statements of the Company and the Group for the period 27 July 2022 to 31 December 2023.

INCORPORATION AND COMMENCEMENT OF TRADING
The Company was incorporated on 27 July 2022 and formed a trading group on 7 September 2022 upon the acquisition of 100% of the issued share capital of Singleton Birch Limited.

PRINCIPAL ACTIVITIES
The principal activity of the Company is that of an investment holding company. The principal activities of the trading Group in the period under review were those of quarrying, the manufacture, sale and distribution of lime products and other related chemicals, landfill operations, energy generation, maintenance of biogas, biosolids and other plants, the sale and maintenance of electronic weighing equipment and remote monitoring website technology.

DIVIDENDS
Interim dividends totalling £2,080,852 have been voted and paid during the period. The directors recommend that no final dividend be paid in respect of the period ended 31 December 2023.

The total distribution of dividends for the period ended 31 December 2023 will be £2,080,852.

DIRECTORS
The directors who have held office during the period from 27 July 2022 to the date of this report are as follows:

C Fincher - appointed 27 July 2022
P Hogan - appointed 27 July 2022
P T Fitzgerald - appointed 1 May 2023
A Henken - appointed 27 July 2022
D Roberts - appointed 27 July 2022 - resigned 1 May 2023

M Kiefer was appointed as a director after 31 December 2023 but prior to the date of this report.

A Henken ceased to be a director after 31 December 2023 but prior to the date of this report.

ENGAGEMENT WITH EMPLOYEES
The Board makes use of the senior management teams across the Group to ensure that all employees are kept up to date with key and relevant information which may concern them as employees. Each group division consults its employees as necessary when making material decisions which may affect them. Employees are encouraged to have an interest in the performance of the Group.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS
The Board continuously considers key stakeholder relationships and develops them through the senior management team across the Group. The Board considers relationships with customers and suppliers on a global scale and maintains strong relationships at a local and group level. Organic and acquisitive group actions take into consideration these business relationships.

STREAMLINED ENERGY AND CARBON REPORTING
The Company consumes less than 40,000 kWh of energy each year, therefore energy efficiency disclosures under the Streamlined Energy and Carbon Reporting regulation ("SECR") are not required. Energy efficiency disclosures required under SECR regulations for large companies within the Group are disclosed in the respective individual financial statements of subsidiary undertakings where required.

DISCLOSURE IN THE STRATEGIC REPORT
Disclosures required relating to financial instruments, future developments and research and development activities are set out in the Strategic Report in accordance with s.414C(11) of the Companies Act 2006.


Mississippi Lime UK Limited (Registered number: 14259143)

Report of the Directors
for the period 27 July 2022 to 31 December 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Group's auditors are aware of that information.

AUDITORS
The auditors, Smailes Goldie, will be proposed for re-appointment in accordance with section 485 of the Companies Act 2006.

ON BEHALF OF THE BOARD:





M Kiefer - Director


19 August 2024

Report of the Independent Auditors to the Members of
Mississippi Lime UK Limited

Opinion
We have audited the financial statements of Mississippi Lime UK Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, 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 affairs as at 31 December 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.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Mississippi Lime UK Limited


Matters on which we are required to report by exception
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 Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept 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
As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 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.

Report of the Independent Auditors to the Members of
Mississippi Lime UK Limited


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company and the Group, including the Companies Act 2006, anti-bribery, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

We assessed the susceptibility of the Company and the Group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:
- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
- agreeing financial statement disclosures to underlying supporting documentation;
- reading the minutes of meetings of those charged with governance where available;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with relevant regulators and legal advisors.

Due to 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. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
Mississippi Lime UK Limited


Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in a Report of the Auditors 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.




Nicola Shipley FCA (Senior Statutory Auditor)
for and on behalf of Smailes Goldie
Chartered Accountants
Statutory Auditor
Regent's Court
Princess Street
Hull
East Yorkshire
HU2 8BA

22 August 2024

Mississippi Lime UK Limited (Registered number: 14259143)

Consolidated Statement of Comprehensive Income
for the period 27 July 2022 to 31 December 2023

Notes £   

TURNOVER 4 107,918,624

Cost of sales (82,351,047 )
GROSS PROFIT 25,567,577

Administrative expenses (21,979,692 )
3,587,885

Other operating income 118,771
GROUP OPERATING PROFIT 3,706,656

Share of operating profit in
Joint ventures 191,012

Interest receivable and similar income 177,973
4,075,641

Interest payable and similar expenses
Group 6 (457,755 )
Joint ventures (114,345 )

Other finance costs 24 (144,216 )
PROFIT BEFORE TAXATION 7 3,359,325

Tax on profit 8 (2,748,149 )
PROFIT FOR THE FINANCIAL PERIOD 611,176

OTHER COMPREHENSIVE INCOME
Actuarial movements 527,086
Income tax relating to other
comprehensive income

(68,439

)
OTHER COMPREHENSIVE INCOME
FOR THE PERIOD, NET OF INCOME
TAX


458,647
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD

1,069,823

Profit attributable to:
Owners of the parent 611,176

Total comprehensive income attributable to:
Owners of the parent 1,069,823

Mississippi Lime UK Limited (Registered number: 14259143)

Consolidated Balance Sheet
31 December 2023

Notes £   
FIXED ASSETS
Intangible assets 11 41,877,191
Tangible assets 12 67,056,335
Investments 13 1,626,052
110,559,578

CURRENT ASSETS
Stocks 14 10,065,690
Debtors 15 21,074,800
Cash at bank and in hand 7,147,823
38,288,313
CREDITORS
Amounts falling due within one year 16 (15,301,849 )
NET CURRENT ASSETS 22,986,464
TOTAL ASSETS LESS CURRENT
LIABILITIES

133,546,042

CREDITORS
Amounts falling due after more than one
year

17

(122,978

)

PROVISIONS FOR LIABILITIES 20 (15,383,133 )

PENSION LIABILITY 23 (3,281,887 )
NET ASSETS 114,758,044

CAPITAL AND RESERVES
Called up share capital 21 100
Capital contribution reserve 22 115,768,973
Retained earnings 22 (1,011,029 )
SHAREHOLDERS' FUNDS 114,758,044

The financial statements were approved by the Board of Directors and authorised for issue on 19 August 2024 and were signed on its behalf by:





M Kiefer - Director


Mississippi Lime UK Limited (Registered number: 14259143)

Company Balance Sheet
31 December 2023

Notes £   
FIXED ASSETS
Intangible assets 11 -
Tangible assets 12 -
Investments 13 104,714,973
104,714,973

CURRENT ASSETS
Cash in hand 100
TOTAL ASSETS LESS CURRENT
LIABILITIES

104,715,073

CAPITAL AND RESERVES
Called up share capital 21 100
Capital contribution reserve 22 104,714,973
SHAREHOLDERS' FUNDS 104,715,073

Company's profit for the financial year 2,080,852

The financial statements were approved by the Board of Directors and authorised for issue on 19 August 2024 and were signed on its behalf by:





M Kiefer - Director


Mississippi Lime UK Limited (Registered number: 14259143)

Consolidated Statement of Changes in Equity
for the period 27 July 2022 to 31 December 2023

Called up Capital
share Retained contribution Total
capital earnings reserve equity
£    £    £    £   

Changes in equity
Total comprehensive income - 1,069,823 - 1,069,823
Issue of share capital 100 - - 100
Dividends - (2,080,852 ) - (2,080,852 )
Capital contribution - - 115,768,973 115,768,973
Total transactions with owners,
recognised directly in equity

100

(2,080,852

)

115,768,973

113,688,221
Balance at 31 December 2023 100 (1,011,029 ) 115,768,973 114,758,044

Mississippi Lime UK Limited (Registered number: 14259143)

Company Statement of Changes in Equity
for the period 27 July 2022 to 31 December 2023

Called up Capital
share Retained contribution Total
capital earnings reserve equity
£    £    £    £   

Changes in equity
Total comprehensive income - 2,080,852 - 2,080,852
Issue of share capital 100 - - 100
Dividends - (2,080,852 ) - (2,080,852 )
Capital contribution - - 104,714,973 104,714,973
Total transactions with owners,
recognised directly in equity

100

(2,080,852

)

104,714,973

102,634,221
Balance at 31 December 2023 100 - 104,714,973 104,715,073

Mississippi Lime UK Limited (Registered number: 14259143)

Consolidated Cash Flow Statement
for the period 27 July 2022 to 31 December 2023

Notes £   
Cash flows from operating activities
Cash generated from operations 1 15,957,863
Interest paid (55,048 )
Tax paid (1,945,307 )
Net cash from operating activities 13,957,508

Cash flows from investing activities
Purchase of tangible fixed assets (12,306,561 )
Sale of tangible fixed assets 56,823
Acquisition of subsidiary undertakings (104,714,973 )
Cash acquired with subsidiary 2,598,281
Receipts from settlement of loan notes 125,050
Interest received 177,973
Net cash from investing activities (114,063,407 )

Cash flows from financing activities
Repayment of bank loans (6,051,016 )
Repayment of hire purchase contracts (383,483 )
Share issue 100
Capital contributions from parent 115,768,973
Equity dividends paid (2,080,852 )
Net cash from financing activities 107,253,722

Increase in cash and cash equivalents 7,147,823
Cash and cash equivalents at
beginning of period

2

-

Cash and cash equivalents at end of
period

2

7,147,823

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Cash Flow Statement
for the period 27 July 2022 to 31 December 2023

1. RECONCILIATION OF OPERATING PROFIT TO CASH GENERATED FROM OPERATIONS
£   
Operating profit 3,706,656
Depreciation charges 10,621,335
Profit on disposal of fixed assets (40,382 )
Amortisation of goodwill 6,444,952
Pension deficit contributions (810,093 )
Research and development credit (115,000 )
Increase in environmental provision 2,771
19,810,239
Increase in stocks (3,547,380 )
Decrease in trade and other debtors 1,211,024
Decrease in trade and other creditors (1,516,020 )
Cash generated from operations 15,957,863

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 31 December 2023
31.12.23 27.7.22
£    £   
Cash and cash equivalents 7,147,823 -


3. ANALYSIS OF CHANGES IN NET FUNDS

Acquisition
of
subsidiary
At 27.7.22 Cash flow undertaking At 31.12.23
£    £    £    £   
Net cash
Cash at bank
and in hand - 4,549,542 2,598,281 7,147,823
- 4,549,542 2,598,281 7,147,823
Debt
Finance leases - 383,484 (679,533 ) (296,049 )
Debts falling due
within 1 year - 1,346,324 (1,346,324 ) -
Debts falling due
after 1 year - 4,704,692 (4,704,692 ) -
- 6,434,500 (6,730,549 ) (296,049 )
Total - 10,984,042 (4,132,268 ) 6,851,774

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Cash Flow Statement
for the period 27 July 2022 to 31 December 2023

4. ACQUISITION OF BUSINESS

On 7 September 2022 the Company acquired 100% of the share capital of Singleton Birch Limited and its subsidiaries. The business combination has been consolidated using the acquisition method. The assets and liabilities acquired are set out below:

Net assets acquired
Book Values Adjustments Fair Value
£ £ £   
Intangible fixed assets 490,188 (490,188) -
Tangible fixed assets 38,558,899 26,864,061 65,422,960
Fixed asset investments 859,872 498,392 1,358,264
Stocks 6,518,310 - 6,518,310
Debtors due under one year 18,450,131 - 18,450,131
Debtors due over one year (loan notes) 1,775,000 - 1,775,000
Prepayments 1,344,030 - 1,344,030
Cash and cash equivalents 2,598,281 - 2,598,281
Creditors (16,818,500) - (16,818,500 )
Hire purchase liabilities (679,533) - (679,533 )
Bank loans (6,051,016) - (6,051,016 )
Environmental and other provisions (5,579,355) - (5,579,355 )
Defined benefit pension scheme liabilities (4,474,850) - (4,474,850 )
Deferred tax assets 1,118.713 - 1,118.713
Deferred tax liabilities (2,534,092) (6,055,513) (8,589,605 )
Net assets acquired 35,576,079 20,816,751 56,392,830

Goodwill arising on acquisition 48,322,143
104,714,973
Satisfied by
Cash by way of capital contribution from parent undertaking 104,714,973

For the 16 month period from 7 September 2022 to 31 December 2023, Singleton Birch Limited and its subsidiaries consolidated turnover, profit before tax and total comprehensive income was £107,918,624, £9,893,904 and £7,582,499 respectively. These amounts have been included in the consolidated statement of comprehensive income for the reporting period.

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements
for the period 27 July 2022 to 31 December 2023

1. STATUTORY INFORMATION

Mississippi Lime UK Limited 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 General Information page.

2. ACCOUNTING POLICIES

General information and basis of preparing the financial statements
The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102: The Financial Reporting Standard in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention, modified to include certain items at fair value.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

Group

Going concern
The consolidated financial statements have been prepared on a going concern basis. The Directors have taken note of the guidance issued by the Financial Reporting Council on Going Concern Assessments in determining that this is the appropriate basis of preparation of the financial statements and have considered a number of factors. This has specifically included reviewing banking facilities in place and detailed forecasting using sensitivity analysis to ensure that the worst case scenario situation does not put the going concern concept at risk. As a consequence, the Directors believe that the Parent Company and Group are well placed to manage their business risks successfully despite the uncertainties surrounding the current general economic outlook.

The Directors have a reasonable expectation that the Parent Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

Basis of consolidation
The group accounts consolidate the accounts of the Company and all its subsidiary undertakings at 31 December 2023 using acquisition accounting.

Investments in subsidiary undertakings
Investments in subsidiary undertakings are recognised at cost.

Joint ventures
Joint ventures are measured using the equity method approach subject to impairment reviews.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding UK landfill tax and aggregate levy and net of VAT, intra-group transactions, rebates and trade discounts. The policies adopted for the recognition of turnover are as follows:

Turnover from the sales of goods and services is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that economic benefits associated with the transaction will flow to the Group and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on shipment, completion of the product or the service being ready for delivery, based on specific contract terms.

Goodwill
Goodwill arising on business combinations is capitalised, classified as an asset on the balance sheet and amortised on a straight line basis over its useful life of 10 years.

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes those costs that are directly attributable to making the asset capable of operating as intended.

Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows:

Long leasehold property15 to 20 years on cost or valuation
Plant, machinery and motor vehicles7 to 15 years on cost or valuation

Assets in the course of construction are not depreciated.

Landfill site
Landfill sites are included at cost less accumulated depreciation. Cost includes acquisition, development and commissioning expenses. These costs are written off over the operational life of the site based on the amount of waste deposited in the year and total usage of void space.

Landfill Restoration
Where the obligation to restore the landfill site is an integral part of its future economic benefits, the net present value (NPV) of the Group's minimum unavoidable costs in relation to restoration liabilities are recognised as a non-current asset and included within the total cost of the landfill site. The asset recognised is depreciated over the operational life of the site based on the usage of void space.

The landfill costs of construction and restoration are reviewed annually by the directors and triennially by qualified consultants. The last professional review was undertaken in 2021.

Investments
Fixed asset investments are included at cost unless, in the opinion of the directors, there is a permanent diminution in the value of these investments, in which case a provision is made against the deficit.

Impairment
Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

Government grants
Government grants are recognised when it is reasonable to expect the grants will be received and that all related conditions will be met, usually on submission of a valid claim for payment.

Grants of a revenue nature are credited to other operating income on a systematic basis over the periods in which the entity recognises the related costs for which the grant is intended to compensate. A grant that becomes receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs is recognised in other operating income in the period in which it becomes receivable.

Grants in respect of capital expenditure are credited to a deferred income account and are released to profit over the expected useful lives of the relevant assets by equal annual instalments.

Stocks and work in progress
Stocks are valued at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023

2. ACCOUNTING POLICIES - continued

Financial instruments
The Group mainly enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities such as trade, other accounts receivable and payable and loans from related parties.

Debt instruments with no stated interest rate that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses

Debt instruments such as loans, borrowings and other accounts receivable and payable over more than one year are initially measured at the transaction price including transaction cost. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement constitutes a finance transaction it is measured at present value.

Where material to the financial statements, derivative financial instruments are initially measured at fair value at the date on which a derivative contract is entered into and are subsequently measured at fair value through profit or loss.

Tax
Current tax represents the amount payable or receivable in respect of the taxable profit or loss for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences. Deferred tax on revalued non-depreciable tangible fixed assets and investment properties is measured using the rates and allowances that apply to the sale of the asset.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023

2. ACCOUNTING POLICIES - continued

Foreign currencies
Foreign currency transactions are initially recognised by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction.

Monetary assets and liabilities denominated in a foreign currency at the balance sheet date are translated using the closing rate.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period using the effective interest method. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Employee benefits
The Group operates a defined contribution pension scheme. Where employees have rendered service to the Group, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.

A subsidiary undertaking is also the sponsoring employer of a defined benefit pension scheme.

Defined contribution scheme
A Group Personal Pension scheme was introduced with effect from 1 April 2001. Costs of the defined contribution pension scheme are charged to the income statement in the year in which they arise. The Group has no further payment obligations once the contributions have been paid.

Defined benefit pension schemes
The Singleton Birch Retirement Benefits Scheme was closed to new members on 1 April 2001 and replaced with a group personal pension plan. From 1 April 2008 the scheme was closed for future accrual and members have been transferred to the Group personal pension scheme for the remainder of their service.

The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the year less the fair value of plan assets. If the value of a plan's assets exceeds the present value of its obligations, the resulting surplus is only recognised if the Group has an unconditional right to that surplus.

The defined benefit obligation is calculated by independent actuaries who advise on the selection of , actuarial assumptions using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high quality corporate bonds, and that have terms to maturity approximating to the terms of the related pension obligation. Actuarial valuations are obtained annually and are updated at each balance sheet date.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in the statement of comprehensive income in the period in which they arise.

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023

2. ACCOUNTING POLICIES - continued

Provisions
Provisions are recognised where there is a present legal or constructive obligation as a result of a past event and it is probable that there will be an outflow of economic benefits to settle this obligation and a reliable estimate of this amount can be made. Where the effect of the time value of money is material the current amount of a provision is the present value of the expenditures expected to be required to settle obligations. The unwinding of the discount to present value is included as notional interest within finance costs.

Landfill restoration costs
Full provision is made for the net present value (NPV) of the Group's minimum unavoidable costs in relation to restoration liabilities at the landfill site and where the obligation recognised as a provision gives access to future economic benefits, this is capitalised as a fixed asset. The Group provides for the NPV of intermediate restoration costs over the life of the landfill site, based on the quantity of waste deposited in the year and total usage of void space.

Environmental control and aftercare provision
Environmental control and aftercare costs are incurred during the operational life of the landfill site and for a considerable period thereafter. Provision for the NPV of all such costs is made over the operational life of the site and charged to the income statement on the basis of the usage of void space at the site. Similar costs incurred during the operational life of the landfill site are written off directly and not charged against the provision.

Carbon emission allowance assets/provision
The Group operates in an energy intensive industry and is subject to regulation on the level of greenhouse gas emissions produced each year as part of the 2008 Climate Change Act. As a participant of the UK Emissions Trading Scheme (UK ETS), the Group is allocated free emissions allowances by the UK Government and is required to obtain and surrender allowances on a cap-and-trade approach to cover annual greenhouse gas emissions and meet its compliance obligations each year. The accounting treatment for such allowances was the subject of a draft UTIF abstract issued in May 2003. Following a period of consultation, the UTIF decided not to issue a final abstract due to reservations about the recommended treatments of gains and losses and uncertainty about the future accounting treatment of government grants.

The directors have considered the proposed treatment in the abstract and, in light of the decision of the UTIF to delay the release of definitive guidance on the treatment of emissions allowances, they have adopted a policy which they consider most fairly represents the position at the year end, and the net income or expenditure for the year, on the basis that allowances are held for compliance purposes only.

Purchased allowances held on account at the yearend are recognised as current assets within stock at their initial cost and reviewed the end of each reporting period for evidence of impairment at which point they are written down to their recoverable amount. Allowances purchased solely to settle the Group's obligation under the scheme are recorded directly in the profit and loss account on settlement.

To the extent that allowances received free of charge from the UK Government are in excess of the expected amount needed to settled the Group's compliance obligation, the allowances are accounted for as an intangible asset equal to the lower of market value of those surplus allowances at the date of allocation or the market price at the period end.

To the extent that the expected obligation cannot be met from the annual free allocation of allowances, or purchased allowances already held, a provision is recognised to reflect the Group's obligation to deliver allowances based upon actual carbon emissions produced at the end of each reporting period in excess of the allowances held/allocated. This liability is measured at the costs expected to be incurred in settling the obligation and is measured at the market price of allowances (or a contracted forward rate if such forward purchase arrangement exists) at the period end.

FRS 102 does not provide explicit guidance in this areas therefore the directors will continue to review the appropriateness of this policy as further guidance develops.

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Retirement benefit obligations
A subsidiary undertaking is the sponsoring employer of a defined benefit pension schemes for which actuarial valuations are carried out as determined by the trustees at intervals of not more than three years. The most recent comprehensive actuarial valuation of the pension plan assets and present value of the defined benefit obligation was carried out as at 31 March 2021 and was updated to 31 December 2023 by a qualified actuary, independent of the schemes sponsoring employer.

The pension cost and liabilities are assessed in accordance with Directors' best estimates using the advice of an independent qualified actuary and assumptions in the latest actuarial valuation. The assumptions are based on member data supplied to the actuary and market observations for interest rates and inflation, supplemented by discussions between the actuary and management. The mortality assumption uses a scheme-specific calculation based on CMI 2021 actuarial tables with an allowance for future longevity improvement. The principal assumptions used to measure schemes' liabilities, sensitivities to changes in those assumptions and future funding obligations are set out in note 23.

Landfill costs
The estimation of landfill reserves is of particular importance in assessing landfill costs since the projected cost of a landfill site is depreciated over its estimated operational life taking into account the usage of void space and emissions production at the site post-closure. In estimating the operational life of a landfill site, consideration is given to the expected ongoing decline in the landfill market. The estimates of landfill reserves are regularly reviewed and updated during the financial year for usage and other events (for example site extensions). Estimates are also subject to physical review and revaluation by external consultants. The last professional review was undertaken in 2021.

A number of factors impact on the depreciation of landfill reserves including the available void space, future capital expenditure and operating costs. The assumptions are revised as these factors change.

Environmental and landfill restoration provisions
Environmental control and aftercare costs are incurred during the operational life of the landfill site and for a considerable period thereafter. The period of aftercare post-closure and the level of costs expected are uncertain and can vary significantly. Key factors are the type of waste, the speed at which it decomposes, the volume of leachate requiring treatment and regulatory requirements specific to the site. The amounts expected to be incurred are based on landfill site operating lives and the total void space, taking account of the anticipated decline in landfill activity. The provisions are based on latest assumptions reflecting recent historic data and future cost estimates.

The provisions are recognised in the financial statements at the net present value of the estimated future expenditure required to settle the Group's obligations. Current cost estimates are inflated at 3% per annum and discounted to NPV using a discount rate of 5% to recognise the time value of money and is unwound over the life of the provision. The effects of inflation and discount rates are unwound over the life of the provision and included in the income statement as a financial item within finance costs.Where a restoration provision gives access to future economic benefits, an asset is recognised and depreciated in accordance with the Group's depreciation policy.

Fair value of net assets acquired in a business combination
The fair value of identifiable assets and liabilities acquired in business combinations are estimated by management who make use of observable market data and professional valuations. A professional valuation was undertaken to estimate the fair value of plant and machinery assets acquired as part of a business combination in 2022. Any difference between the cost of the business combination and the fair value of identifiable assets and liabilities acquired is recognised as goodwill and is amortised over its useful life. The depreciation and amortisation policies applied to tangible and intangible fixed assets acquired as part of a business combination are considered to be critical accounting judgments and key sources of estimation uncertainty.

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023

4. TURNOVER

The turnover and profit before taxation are attributable to the principal activities of the Group with the majority of turnover being derived from the quarrying, manufacture, sale and distribution of lime products and services and other related chemicals, together with waste disposal.

An analysis of turnover by geographical market is given below:

£   
United Kingdom 104,743,624
Europe 710,111
Rest of World 2,464,889
Total consolidated turnover 107,918,624

5. EMPLOYEES AND DIRECTORS
£   
Wages and salaries 11,184,903
Social security costs 1,232,324
Other pension costs 1,199,251
13,616,478

The average number of employees during the period was as follows:

Key management 9
Production 85
Administration 77
171

£   
Directors' remuneration -

6. INTEREST PAYABLE AND SIMILAR EXPENSES
£   
Hire purchase interest 28,348
Unwinding of discount 402,707
Performance bond interest 26,700
457,755

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023

7. PROFIT BEFORE TAXATION

The profit is stated after charging/(crediting):

£   
Depreciation - owned assets 10,621,335
Profit on disposal of fixed assets (40,382 )
Goodwill amortisation 6,444,952
Auditors' remuneration 72,698
Foreign exchange differences 139,870
Auditors' remuneration - other services 40,615
Fuel, energy and environmental charges 32,911,090
Plant hire and contract quarrying 962,791
Rent and royalties 831,578
Haulage and logistics 14,297,731

8. TAXATION

Analysis of the tax charge
The tax charge on the profit for the period was as follows:
£   
Current tax:
UK corporation tax 1,600,298

Deferred tax:
Deferred tax 1,099,895
Joint ventures deferred tax 47,956
Total deferred tax 1,147,851
Tax on profit 2,748,149

UK corporation tax has been charged at 23.52 % .

Reconciliation of total tax charge included in profit and loss
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

£   
Profit before tax 3,359,325
Profit multiplied by the standard rate of corporation tax in the UK of
23.520 %

790,113

Effects of:
Goodwill amortisation not deductible for tax purposes 1,515,853
Other expenses not deductible for tax purposes 233,892
Enhanced capital allowances (9,670 )
Adjustments to tax charge in respect of previous periods 807
Differences arising from change in rates of deferred tax 217,154
Total tax charge 2,748,149

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023

8. TAXATION - continued

Tax effects relating to effects of other comprehensive income

Gross Tax Net
£    £    £   
Actuarial movements 527,086 (68,439 ) 458,647

Included within provisions for liabilities are deferred tax liabilities totalling £9,462,421 in respect of accelerated capital allowances, fair value adjustments and other short term timing differences. Included within debtors is a deferred tax asset totalling £820,483 in respect of defined benefit pension scheme obligations recognised.

In the Spring Budget 2021, the Government announced that from 1 April 2023 the corporation tax rate will increase to 25%. This was substantively enacted on 24 May 2021 and the effects of this have been reflected in these financial statements in the calculation of deferred tax assets and liabilities.

The expected net reversal of deferred tax assets and liabilities in 2024 is £1,073,000. This is due to the reversal of accelerated capital allowances and short term timing differences.

9. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


10. DIVIDENDS

Company
£   
Ordinary shares of £1 each
Interim dividends period ended 31st December 2023 2,080,852
2,080,852

11. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
Arising on acquisition of
subsidiary 48,322,143
At 31 December 2023 48,322,143
AMORTISATION
Amortisation for period 6,444,952
At 31 December 2023 6,444,952
NET BOOK VALUE
At 31 December 2023 41,877,191

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023

12. TANGIBLE FIXED ASSETS

Group
Plant and
Freehold Landfill Long machinery
property site leasehold etc Totals
£    £    £    £    £   
COST OR VALUATION
Additions - 683,845 446,665 11,176,051 12,306,561
Disposals - - - (731,229 ) (731,229 )
NPV adjustments - (35,410 ) - - (35,410 )
On acquisition of subsidiary 117,616 6,231,145 6,210,819 52,863,380 65,422,960
Reclassification/transfer - - 3,492 (3,492 ) -
At 31 December 2023 117,616 6,879,580 6,660,976 63,304,710 76,962,882
DEPRECIATION
Charge for period - 533,167 538,918 9,549,250 10,621,335
Eliminated on disposal - - - (714,788 ) (714,788 )
At 31 December 2023 - 533,167 538,918 8,834,462 9,906,547
NET BOOK VALUE
At 31 December 2023 117,616 6,346,413 6,122,058 54,470,248 67,056,335

Assets recognised on acquisition of subsidiary undertakings have been recorded at deemed fair value at the date of acquisition. Fair value at the date of acquisition has been established using observable market data and a valuation by an independent professionally qualified valuer.

Included within tangible fixed assets of the Group are assets held under finance leases/hire purchase contracts with net book values of £537,539.

The landfill costs of construction and restoration assets of the Group are reviewed annually by the directors and triennially by qualified consultants. The last professional review was undertaken on behalf of subsidiary undertakings in 2021. The adjustments to the landfill site comprises the net present value of the future restoration expenditure which the Group has a constructive obligation to undertake by the permission under which it operates the landfill site. The corresponding entry is included within provisions at note 20.


Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023

13. FIXED ASSET INVESTMENTS

Group

Unlisted
Investments
COST OR VALUATION £   
On acquisition of subsidiary 1,358,264
Additions 267,688
At 31st December 2023 1,626,052
NET BOOK VALUE
At 31st December 2023 1,626,052

Company


Shares in
group
undertakings
COST £   
Additions on acquisition of subsidiary 104,714,973
At 31st December 2023 104,714,973
NET BOOK VALUE
At 31st December 2023 104,714,973

The Group or the Company's investments at the Balance Sheet date in the share capital of companies include the following subsidiaries:


Name of company
Class of
share
%
Holding

Nature of business

Singleton Birch Limited

Ordinary

100%
Quarrying, manufacture and sale of
lime products and waste disposal
Birch Chemicals Limited Ordinary 100% Chemical processing and distribution
Birch Solutions UK Limited Ordinary 100% Construction and maintenance of
biogas plants
Minsterport Limited Ordinary 100% Sale and maintenance of electronic
weighing equipment
Birch Energy Limited Ordinary 100% Renewable Energy
Birch Chemicals (India) Limited Ordinary 100% Chemical processing and distribution
Birch Haulage Limited Ordinary 100% Dormant
Birch Biolime Limited Ordinary 100% Dormant
Birch Minerals Limited Ordinary 100% Dormant
Birch Solutions (Technical
Services) Limited

Ordinary

100%

Dormant
Dedicated VMI Systems Limited Ordinary 100% Dormant

With the exception of Birch Chemicals (India) Limited, all of the above investments were acquired by the Company on 7 September 2022. Investments in subsidiary undertakings are measured at cost less impairment on the basis they represent shares in an entities that are not publicly traded. The registered office is Melton Ross Quarries, Barnetby, North Lincolnshire, DN38 6AE.

Birch Chemicals (India) Limited is a 100% subsidiary of Birch Chemicals Limited. The registered office address is 59, Krishna Chambers Vitthaldas Thackarsey Marg, Mumbai. Birch Chemicals (India) Limited has not been consolidated into these financial statements on the basis it is not material.

Joint Ventures

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023
The Group has a 50% holding in the share capital of Laynes Green Energy Limited, a company registered in the UK. The registered office is Melton Ross Quarries, Barnetby, North Lincolnshire, DN38 6AE. The joint venture has traded during the period ended 31 December 2023 and the results have been accounted for in the consolidated financial statements under the equity method.

Associated companies
The Group has a 25% holding in the share capital of Rika Biogas Technologies Limited. The registered office is Aldenham Hall, Morville, Bridgnorth, Shropshire, WV16 4RN. The results of the associate have not been accounted for under the equity method as the directors do not consider the Group to have significant influence over the entity.

Other unlisted investments held by the Group represent minority holdings of less than 10% in unlisted entities.

14. STOCKS


Group
£   
Raw materials, parts and
consumables 5,656,850
AD feedstock 2,560,160
Lime stocks and other finished
goods 1,848,680
10,065,690

15. DEBTORS


Group
£   
Amounts falling due within one year:
Trade debtors 15,134,244
UK corporation tax 289,022
Prepayments and accrued income 2,542,337
17,965,603

Amounts falling due after more than one year:
Amounts owed by joint ventures 1,649,950
Deferred tax assets 820,483
Prepayments and accrued income 638,764
3,109,197

Aggregate amounts 21,074,800

Included within prepayments of the Group is £703,000 in respect of an 8MVA cable to the site. The prepayment is being released over 25 years.

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group
£   
Hire purchase contracts (see note 18) 208,071
Trade creditors 9,422,970
Amounts owed to parent undertakings 286,992
Social security and other taxes 947,227
Other creditors 318,892
Accruals and deferred income 4,117,697
15,301,849

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR


Group
£   
Hire purchase contracts (see note 18) 87,978
Other creditors 35,000
122,978

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire
purchase
contracts
£   
Gross obligations repayable:
Within one year 227,129
Between one and five years 90,808
317,937

Finance charges repayable:
Within one year 19,058
Between one and five years 2,830
21,888

Net obligations repayable:
Within one year 208,071
Between one and five years 87,978
296,049

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023

18. LEASING AGREEMENTS - continued

Group
Non- cancellable operating leases
£   
Within one year 54,120
Between one and five years 121,770
175,890

The Group has a long term lease in place over the land at Melton Ross Quarries which runs until 1 April 2070. Under the terms of the lease, surface rent and royalties are payable dependent on the acreage utilised and tonnages extracted during the year. Amounts disclosed above relate to the unconditional amount of certain rent which is payable at a rate of £54,120 per annum until the next review date at 31 March 2027.

During the period from acquisition to 31st December 2023, the total amount charged in respect of rent and royalties amounted to £831,578.

19. SECURED DEBTS

The following secured debts are included within creditors:


Group
£   
Hire purchase contracts 296,050

Hire purchase contracts are secured by way of a legal charge and a debenture over the freehold and leasehold land, reserves and plant and machinery at Melton Ross Quarries.

20. PROVISIONS FOR LIABILITIES


Group
£   
Deferred tax 9,462,421
Other provisions
Environmental provisions 5,885,452
Share of loss in joint venture 35,260
5,920,712

Aggregate amounts 15,383,133

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023

20. PROVISIONS FOR LIABILITIES - continued

Group
Deferred Other
tax provisions
£    £   
On acquisition of subsidiary 8,589,605 5,579,355
Charged during the period 872,816 2,771
Unwinding of discount amount - 402,707
Revaluation adjustment to NPV - (35,410 )
Share of joint venture profit - (28,711 )
Balance at 31 December 2023 9,462,421 5,920,712

The provision for deferred tax assets and liabilities is made up as follows: Group
£   
Accelerated capital allowances 3,626,454
Short term timing differences (197,643 )
Fair value adjustments recognised on acquisition of subsidiaries 6,033,610
Deferred tax liabilities at 31 December 2023 9,462,421

Deferred tax asset in respect of defined benefit pension scheme obligations 820,483

Environmental provisions include landfill restoration and aftercare provisions relating to the cost of final capping, covering and aftercare of the landfill site at Melton Ross Quarries.

Full provision is made for the net NPV of the Group's estimated future costs in relation to restoration liabilities at the landfill site. Where the obligation recognised as a provision gives access to future economic benefits, this is capitalised as a fixed asset. The Group provides for the NPV of intermediate restoration costs over the life of the landfill site, based on the quantity of waste deposited in the year and total usage of void space.

Environmental control and aftercare costs are incurred during the operational life of the landfill site and for a period of five years thereafter. Provision for the NPV of aftercare costs is made over the operational life of the site and charged to the income statement on the basis of the usage of void space at the site. Similar costs incurred during the operational life of the landfill site are written off directly and not charged against the provision

Current cost estimates are inflated at 3% per annum and discounted to NPV using a discount rate of 5% per annum. The effects of inflation and discount rates are unwound over the life of the provision and included in the income statement as a financial item within finance costs. The provisions are based on latest assumptions reflecting recent historic data and future cost estimates and are reviewed annually by the directors and triennially by professional consultants. The last professional review was undertaken on behalf of subsidiary undertakings in 2021.

This is detailed further in note 2.

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023

21. 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.

22. RESERVES

Group
Capital
Retained contribution
earnings reserve Totals
£    £    £   

Profit for the period 611,176 - 611,176
Dividends (2,080,852 ) - (2,080,852 )
Other comprehensive income 458,647 - 458,647
Capital contribution - 115,768,973 115,768,973
At 31 December 2023 (1,011,029 ) 115,768,973 114,757,944

Company
Capital
Retained contribution
earnings reserve Totals
£    £    £   

Profit for the period 2,080,852 2,080,852
Dividends (2,080,852 ) (2,080,852 )
Capital contribution - 104,714,973 104,714,973
At 31 December 2023 - 104,714,973 104,714,973

Retained Earnings

Retained earnings represents cumulative profits and losses net of dividends and other adjustments.

Capital Contribution Reserve

The capital contribution reserve represents additional capital invested by parent undertakings.

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023

23. EMPLOYEE BENEFIT OBLIGATIONS

Group

Group personal pension plan (defined contribution scheme)
A Group Personal Pension scheme was introduced with effect from 1st April 2001 which is offered to all qualifying employees of subsidiary undertaking. The Group contributes up to 14% of earnings into the scheme and the employee has the opportunity to top up this amount to HMRC maximum limits. The total charge for the period since acquisition amounted to £1,108,802 across the Group. There were no amounts outstanding as at 31 December 2023.

Defined benefit schemes
A subsidiary undertaking previously operated a defined benefit pension scheme (The Singleton Birch Retirement Benefits Scheme). The scheme is a funded scheme and was closed to new members on 1st April 2001 and replaced with a Group Personal Pension plan. From 1 April 2008 the scheme was closed for future accrual and members have been transferred to the Group Personal Pension scheme for the remainder of their service.

A subsidiary undertaking also operates a defined benefit pension plan for previous directors. The pension plan is an unfunded arrangement and has been recognised on the balance sheet of the Group. Included in benefits paid during the period since acquisition are contributions of £131,426 in respect of past directors.

The combined net deficit of the schemes under the FRS102 accounting valuation as at acquisition and at 31 December 2023 was £4,474,850 and £3,281,887 respectively, as detailed below. If the value of a plan assets exceeds the present value of its obligations, the resulting surplus is only recognised if the Group has an unconditional right to that surplus and the surplus can be realised by way of a repayment from the scheme.

The Group made additional deficit contributions to the Singleton Birch Retirement Benefits Scheme totalling £678,667 during the period since acquisition, in line with the schedule of contributions statement agreed with the scheme Trustees, actuaries and administrators.

The most recent comprehensive actuarial valuation of the pension plan assets and present value of the defined benefit obligation using the schemes technical provisions was carried out as at 31st March 2021 and was updated in line with FRS102 as at the acquisition date and again to 31 December 2023 by a qualified actuary, independent of the schemes sponsoring employer.

In accordance with the recovery plan following the most recent comprehensive actuarial valuation under the schemes' technical provisions, the Group has agreed to pay additional deficit contributions of £509,000 per annum up until 31 March 2028, payable by monthly instalments of £42,417.

The next comprehensive actuarial valuation will take place as at 31 March 2024.

The Group pays all scheme expenses directly and during the period since acquisition a subsidiary undertaking has paid £128,000 for the expenses of managing and administering the scheme including levies payable to the Pension Protection Fund.

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023

The major assumptions used by the actuary and total cost recognised in the period was as follows:
Group
£   
Current service cost -
Net interest expense (144,216 )
Actuarial gains 527,086
Interest expense recognised in profit or loss (144,216 )
Actuarial movements recognised in other comprehensive income 527,086
Total cost recognised 382,870

Amounts recognised in the balance sheet were as follows:
Group
£   
Present value of funded obligations (22,428,000 )
Present value of unfunded obligations (863,887 )
Fair value of plan assets 20,010,000
Unrecognised actuarial gains on plan assets -
(3,281,887 )
The present value of the unfunded pension obligations relate to former directors.

Changes in the present value of the defined benefit obligations were as follows:
Group
£   
Defined benefit obligation recognised on acquisition of subsidiary 30,050,709
Interest cost 1,424,327
Actuarial losses/(gains) (5,981,654 )
Benefits paid (2,201,495 )
Closing defined benefit obligation 23,291,887

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023
Changes in the fair value of the pension plan assets were as follows:
Group
£   
Plan assets recognised on acquisition of subsidiary 25,575,859
Interest income 1,280,111
Actuarial gains/(losses) (5,454,568 )
Contributions made by group companies 678,667
Benefits paid (20,070,069 )
Closing plan assets 20,010,000

The amount that each major class of pension plan assets constitutes of the fair value of the total plan assets was as follows:
Group
£   
Bonds 9,914,000
Diversified growth 9,871,000
Other 225,000
20,010,000

The return on plan assets was as follows:
Group
£   
Interest income 1,280,111
Actual return on plan assets (5,454,568 )
(4,174,457 )

The principal actuarial assumptions used were as follows:

Group
Discount rate 4.80%
Price inflation rate (RPI) 3.35%
Price inflation rate (CPI) 2.80%
Allowance for revaluation of deferred pensions of RPI, maximum 5% 3.35%
Allowance for pension in payment increases of RPI, maximum 5% 3.20%
Allowance for pension in payment increases of RPI, maximum 5%, minimum 3% 3.70%

Allowance for commutation of pension for cash at retirement
100% of
Post A Day


Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023

The mortality assumptions adopted at 31 December 2023 imply the following life expectancies:

Group

Males retiring at balance sheet date 25.9 years
Females retiring at balance sheet date 28.0 years
Males retiring in 20 years 27.5 years
Females retiring in 20 years 29.6 years

Sensitivity analysis
Present value of defined benefit obligation (funded) £   
Discount rate - 50 basis points 23,774,000
Discount rate + 50 basis points 21,207,000
Price inflation rate - 25 basis points 22,263,000
Price inflation rate + 25 basis points 22,596,000
Post retirement mortality assumption - 1 year age rating 23,149,000

24. CONTINGENT LIABILITIES

A subsidiary undertaking has given a guarantee in respect of a renewable bond for the purpose of securing the performance and observation of the provisions of the waste management licence at Camp Wood Landfill. Barnetby, North Lincolnshire. The bond is in place for a period of three years and shall be renewed at least two months before its expiry. The bonded sum at 31st December 2023 was £908,522.

The company is party to a composite multilateral guarantee and debenture together with its subsidiary undertakings in respect of the group borrowings which are secured, in part, by fixed and floating charges over the assets of the group. The potential liability to the company under the arrangement at 31 December 2023 was £nil.

A subsidiary undertaking has been issued with a suspended penalty notice from HMRC totalling £2,381,572. The penalty has been suspended for a period of 12 months to December 2024. If the suspension conditions are satisfied during the suspension period, the subsidiary undertaking will not have to pay the suspended penalty. The subsidiary undertaking has appealed the initial assessment to which the suspended penalty relates to the Upper-tier Tribunal, with the support of the customer, who is responsible for any tax liabilities arising.

25. CAPITAL COMMITMENTS
£   
Contracted but not provided for in the
financial statements 715,000

26. RELATED PARTY DISCLOSURES

The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 Section 33 'Related Party Transactions' , not to disclose related party transactions with wholly owned subsidiaries within the group. Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Group

Entities with control, joint control or significant influence over the Group
£   
Recharged insurance costs (372,000 )
Capital contributions from parent undertakings 115,768,973
Dividend paid to parent undertakings (2,080,852 )
Amounts due to parent undertaking (286,992 )

Mississippi Lime UK Limited (Registered number: 14259143)

Notes to the Consolidated Financial Statements - continued
for the period 27 July 2022 to 31 December 2023

26. RELATED PARTY DISCLOSURES - continued

Entities over which the Group has control, joint control or significant influence
£   
Sales 223,211
Recharges at cost 527,648
Loan note interest received 114,029
Loan notes due from related party 1,649,950
Other amount due from related party 238,409

Outstanding loan notes due from joint ventures of £1,649,950 are due for repayment in 2030. Interest is charged at a rate of 5% per annum.

Key management personnel of the Group or its parent (in the aggregate)
£   
Total remuneration paid to key management personal across the
Group during the period

1,955,822

27. ULTIMATE CONTROLLING PARTY

Mississippi Lime UK Limited is the parent undertaking of the largest group for which group accounts are prepared and made publicly available in the UK.

HBM Holdings Company (incorporated in USA) is regarded by the directors as being the Company's ultimate parent company. Its registered office address is Suite 1050, 101 South Hanley Road, St. Louis, MO 63105, USA. The largest group in which the results of the company are consolidated is that headed by HBM Holdings Company however, these accounts are not publicly available.

There is no ultimate controlling party.