Company registration number 10600313 (England and Wales)
METAMARK GROUP HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
METAMARK GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr P French
Mr I G Simister
Mr I J Wolstenholme
Mr J S Browning
Mr S A Hobson
Mr S Ormerod
Mr P I Wild
(Appointed 24 January 2024)
Company number
10600313
Registered office
New Quay Road
Lancaster
United Kingdom
LA1 5QP
Auditor
Azets Audit Services
Fleet House
New Road
Lancaster
United Kingdom
LA1 1EZ
METAMARK GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 37
METAMARK GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

The directors present the strategic report for the year ended 31 March 2024.

Business review

The Group generated a turnover of £57,629k during the year ended 31 March 2024, an increase of 3.6% on the previous year (2023 - £55,634k), a strong performance in the current market, driven primarily by volume growth and new products.

Our gross profit for the financial year increased to £23,768k, 41.2% of turnover (2023 - £23,345k, 42.0% of turnover), however the gross profit percentage to turnover decreased as a result of increases to the material costs and labour costs from the high inflation during the year.

The loss before tax for the year amounted to £6,441k (2023 - loss £3,040k). Net liabilities as at 31 March 2024 is £40,638k (2023 - liabilities £33,376k). The net increase in cash and cash equivalents for the year amounted to £300k (2022 – increase £688k). The loss for the year is attributable to amortisation of goodwill of £5,587k within administrative expenses and interest repayments accruing on financing of £9,123k. The net liabilities are attributable to the debt structure of the Group, of which £35,394k is investor debt.

We continue to invest in the business and work very closely with all our stakeholders, with whom we have very strong relationships. There are no concerns as to the future prospects of the Group as the organic growth opportunities within the industries served remains strong.

Current year trading

Trading in the first quarter of the current financial year has been strong with the total Group turnover being up by 12.3% on the same quarter last year. This growth has been delivered from both the UK and the international markets. Our current expectations are for this growth to continue throughout the year.

Going concern

After making enquiries, and on the basis outlined in note 2 to the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

The Board has considered and debated a range of substantial possible scenarios on the Group’s operations, financial position and forecasts covering a period of at least the next 12 months to August 2024. These take into account sensitivity analysis and stress testing performed on the forecasts to assess the level at which current trading would need to reduce by before the bank covenants were breached. Taking into account reasonable possible changes in trading performance along with other mitigating factors available to them, the Directors have a reasonable expectation that the Group should be able to operate within its current cash headroom and borrowing facility in line with the revised covenants.

Principal risks and uncertainties

The principal non-financial risks facing the group are disruption to the supply of raw materials, a downturn in the current economic climate which may impact demand, and high levels of inflation.

Supply of Raw Materials

Supply chain disruption and global increases in demand have affected the availability of certain products and delivery lead times have become more challenging. The business has strong relationships with all its key suppliers and works with them very closely, on a daily basis, to ensure continuity of supply is maximised, thereby minimising any disruption to production.

Inflation and demand

The business continually monitors margin and works closely with key suppliers on pricing of products purchased, so a considered and appropriate response to any inflationary price rises can be determined. Sales volumes are also monitored daily, to review the impact of the current economic climate on demand and take steps to mitigate the impact of this if necessary.

METAMARK GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Financial risk management objectives and policies

The Group holds or issues financial instruments in order to achieve three main objectives, being:

(a) to finance its operations;

(b) to manage its exposure to interest and currency risks arising from its operations and from its sources of finance; and

(c) for trading purposes.

In addition, the Group has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from the Group's operations.

Transactions in financial instruments result in the company assuming or transferring to another party one or more of the financial risks described below.

Interest rate risk

The Group is exposed to fair value interest rate risk on its borrowings and cash flow interest rate risk on bank overdrafts and loans. The Group has entered into agreements on its overdraft and loans so as to minimise its exposure to changes in interest rates.

Credit risk

Investments of cash surpluses and borrowings are made through banks and companies which must fulfil credit rating criteria approved by the board. All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are reviewed on a regular basis and provision is made for doubtful debts whenever considered necessary.

Liquidity risk

The Group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense whilst ensuring the Group has sufficient liquid resources to meet the operating needs of the business.

Currency risk

The Group's principal foreign currency exposures arise from trading with overseas companies. The Group exposure to foreign currency movements. The Group monitors its exposure to risk through day to day management, weekly operational meetings and monthly board and management meetings.

Key performance indicators

The Directors consider that the key financial performance indicators are those that communicate the financial controls and strength of the Group as a whole, these being turnover, gross margin, Earnings before interest, tax, depreciation, and amortisation (EBITDA), working capital and return on capital employed.

Future outlook

We continue to implement value enhancing projects which are designed to keep sales growing at the recent year on year levels continue to enhance our gross margin and allow us to maximise the return on investments we have made over the past few years in terms of manufacturing assets.

On behalf of the board

Mr P I Wild
Director
21 August 2024
METAMARK GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 March 2024.

Principal activities

The principal activity of the company is that of a holding company. The principle activity of the group continued to be that of manufacturers and distributors of sign making materials.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends of £Nil (2023 - £Nil) were paid in the year. The Directors do not recommend payment of a final dividend.

The Directors have accrued but not declared the preference share fixed dividends at the annual rate of interest of 12.5% and 10% amounting to £3,523k and £343k for the year ended 31 March 2024 (2023 - £3,123k and £311k) respectively.

Under FRS 102 these preference shares have been shown as debt for the purposes of the financial statements.

Therefore the dividends payable have been classified as interest payable in the Statement of Comprehensive Income.

Directors

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

Mr P French
Mr I G Simister
Mr I J Wolstenholme
Mr J S Browning
Mr S A Hobson
Mr S Ormerod
Mr P I Wild
(Appointed 24 January 2024)
Directors' insurance

The company has maintained insurance on behalf of certain key directors and officials against liabilities arising in relation to the company.

Financial instruments

Details of the group's financial risk management objectives and policies are included in note 25 to the financial statements.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, any matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and 'all company' quarterly online CEO update meetings, which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

METAMARK GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
Post reporting date events

On 24th May 2024 the Company completed the acquisition of Vuflex Limited, a supplier of vinyl banners. The Company paid £2,031k to the shareholders of Vuflex Limited, plus £68k in fees and stamp duty, to acquire 100% of the issued share capital of Vuflex Limited. The value of net assets acquired was £2,046k.

On 4th July 2024 the final repayment date of the intercompany loan agreement between Magenta Prime Limited and Metamark Group Holdings Limited was extended from 23rd May 2025 to 23rd May 2028.

Auditor

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

This statement reports the Group's GHG emissions for the period 1st April 2023 to 31st March 2024, in accordance with the Streamlined Energy and Carbon reporting (SECR). The data has been calculated in accordance with SECR guidance and includes GHG emissions for all assets and facilities under the Group's direct operation control. We have sourced our emissions factors for the 2023 UK governement GHG Conversion Factors for Company Reporting.

2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
3,501,519
3,833,071
- Electricity purchased
769,552
1,037,286
4,271,071
4,870,357
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
630.00
690.00
- Fuel consumed for owned transport
-
-
630.00
690.00
Scope 2 - indirect emissions
- Electricity purchased
159.00
215.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the
-
-
Total gross emissions
789.00
905.00
Intensity ratio
Emissions in tonnes CO2e per million m2 produced
37.8
41.6
Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2023 UK Government’s Conversion Factors for Company Reporting.

Intensity measurement

The intensity ratio is calculated using square metres of product produced for the period from 1st April 2023 to 31st March 2024, which is most relevant to the industry in which the group operates as production output is measured using this metric.

METAMARK GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 5 -
Measures taken to improve energy efficiency

The group recognises our reponsibility towards protecting the environment and lowering our carbon footprint, and endeavour to adopt high standards of environmental practices. A number of initiatives have been implemented with the aim of reducing carbon emissions by 25% over the next 2 years. These initiatives are:

 

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

Strategic report

In accordance with section 414C(11) of the Companies Act, certain matters required to be detailed in the Directors' Report are detailed in the Strategic Report where the Director considers them to be of strategic importance to the Company. true

Statement of disclosure to auditor

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

METAMARK GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 6 -
On behalf of the board
Mr P I Wild
Director
21 August 2024
METAMARK GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF METAMARK GROUP HOLDINGS LIMITED
- 7 -
Opinion

We have audited the financial statements of Metamark Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

METAMARK GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF METAMARK GROUP HOLDINGS LIMITED
- 8 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

METAMARK GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF METAMARK GROUP HOLDINGS LIMITED
- 9 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

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

 

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

 

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

 

 

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

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Susanna Cassey (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
29 August 2024
Chartered Accountants
Statutory Auditor
Fleet House
New Road
Lancaster
United Kingdom
LA1 1EZ
METAMARK GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
2024
2023
Notes
£'000
£'000
Turnover
3
57,629
55,634
Cost of sales
(33,861)
(32,289)
Gross profit
23,768
23,345
Distribution costs
(5,045)
(5,132)
Administrative expenses
(16,144)
(14,246)
Other operating income
-
500
Operating profit
4
2,579
4,467
Interest receivable and similar income
103
26
Interest payable and similar expenses
8
(9,123)
(7,533)
Loss before taxation
(6,441)
(3,040)
Tax on loss
9
(831)
(848)
Loss for the financial year
(7,272)
(3,888)
Other comprehensive income
Currency translation (loss)/gain taken to retained earnings
(44)
38
Total comprehensive income for the year
(7,316)
(3,850)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The notes on pages 16 to 37 form part of these financial statements.

METAMARK GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 11 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Fixed assets
Goodwill
10
18,359
23,243
Other intangible assets
10
108
88
Total intangible assets
18,467
23,331
Tangible assets
11
2,438
2,497
20,905
25,828
Current assets
Stocks
13
7,737
9,575
Debtors
14
15,042
12,982
Cash at bank and in hand
5,014
4,758
27,793
27,315
Creditors: amounts falling due within one year
15
(14,957)
(15,761)
Net current assets
12,836
11,554
Total assets less current liabilities
33,741
37,382
Creditors: amounts falling due after more than one year
16
(74,379)
(70,758)
Net liabilities
(40,638)
(33,376)
Capital and reserves
Called up share capital
21
12
12
Share premium account
1,044
990
Profit and loss reserves
(41,694)
(34,378)
Total equity
(40,638)
(33,376)

The notes on pages 16 to 37 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 21 August 2024 and are signed on its behalf by:
21 August 2024
Mr S Ormerod
Director
Company registration number 10600313 (England and Wales)
METAMARK GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 12 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Current assets
Debtors falling due after more than one year
14
30,250
28,297
Creditors: amounts falling due within one year
15
(5,208)
(4,939)
Net current assets
25,042
23,358
Creditors: amounts falling due after more than one year
16
(31,528)
(28,094)
Net liabilities
(6,486)
(4,736)
Capital and reserves
Called up share capital
21
12
12
Share premium account
1,044
990
Profit and loss reserves
(7,542)
(5,738)
Total equity
(6,486)
(4,736)

The notes on pages 16 to 37 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,803,647 (2023 - £652,469 loss).

The financial statements were approved by the board of directors and authorised for issue on 21 August 2024 and are signed on its behalf by:
21 August 2024
Mr S Ormerod
Director
Company registration number 10600313 (England and Wales)
METAMARK GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
£'000
£'000
£'000
£'000
Balance at 1 April 2022
12
990
(30,528)
(29,526)
Year ended 31 March 2023:
Loss for the year
-
-
(3,888)
(3,888)
Other comprehensive income:
Currency translation differences
-
-
38
38
Total comprehensive income
-
-
(3,850)
(3,850)
Balance at 31 March 2023
12
990
(34,378)
(33,376)
Year ended 31 March 2024:
Loss for the year
-
-
(7,272)
(7,272)
Other comprehensive income:
Currency translation differences
-
-
(44)
(44)
Total comprehensive income
-
-
(7,316)
(7,316)
Other movements
-
54
-
54
Balance at 31 March 2024
12
1,044
(41,694)
(40,638)

The notes on pages 16 to 37 form part of these financial statements.

METAMARK GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
£'000
£'000
£'000
£'000
Balance at 1 April 2022
12
990
(5,086)
(4,084)
Year ended 31 March 2023:
Loss and total comprehensive income for the year
-
-
(652)
(652)
Balance at 31 March 2023
12
990
(5,738)
(4,736)
Year ended 31 March 2024:
Profit and total comprehensive income
-
-
(1,804)
(1,804)
Other movements
-
54
-
54
Balance at 31 March 2024
12
1,044
(7,542)
(6,486)

The notes on pages 16 to 37 form part of these financial statements.

METAMARK GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 15 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash generated from operations
29
9,030
8,455
Interest paid
(5,016)
(2,773)
Income taxes paid
(2,377)
(1,446)
Net cash inflow from operating activities
1,637
4,236
Investing activities
Purchase of business
(758)
-
Purchase of intangible assets
(32)
(47)
Purchase of tangible fixed assets
(617)
(767)
Proceeds from disposal of tangible fixed assets
1
-
Interest received
103
26
Net cash used in investing activities
(1,303)
(788)
Financing activities
Proceeds from issue of shares
54
-
Repayment of investor loan notes
-
(18,050)
Repayment of investor loan note interest
-
(9,636)
Proceeds from new bank loans
-
42,303
Repayment of bank loans
-
(17,573)
Payment of finance leases obligations
(88)
196
Net cash used in financing activities
(34)
(2,760)
Net increase in cash and cash equivalents
300
688
Cash and cash equivalents at beginning of year
4,758
4,032
Effect of foreign exchange rates
(44)
38
Cash and cash equivalents at end of year
5,014
4,758

The notes on pages 16 to 37 form part of these financial statements.

METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 16 -
1
Accounting policies
Company information

Metamark Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Luneside, New Quay Road, Lancaster, LA1 5QP.

 

The group consists of Metamark Group Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

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

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

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

METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Metamark Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

At 31 March 2023 the Group had net liabilities of £40,638k (2023 - liabilities £33,376k). The net liabilities however include investor debt of £35,394k and if this is excluded then the Group has net liabilities of £5,244k (2023 - £1,848k). Amortisation of goodwill in the year to March 2023 was £5,587k, accounting for the increase in net liabilities. The group generated cash of £300k during the year.

After making enquiries, the Directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements. The Board has considered and debated a range of substantial possible scenarios on the Group’s operations, financial position and forecasts covering a period of at least the next 12 months to August 2025. These take into account sensitivity analysis and stress testing performed on the forecasts to assess the level at which current trading would need to reduce by before the bank covenants were breached.

Taking into account reasonable possible changes in trading performance along with other mitigating factors available to them, the Directors have a reasonable expectation that the Group should be able to operate within its current cash headroom and borrowing facility in line with the revised covenant.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 18 -
1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which the directors have assessed to be 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets are defined as having finite useful lives. Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Trademarks
10% Straight line basis
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
Over the length of the lease
Plant and equipment
10-12.5% straight line
Fixtures and fittings
20-33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 19 -
1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

Cost is based on the cost of purchase on a first in, first out basis.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 20 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 21 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

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

Current tax

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

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

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

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 22 -
1.18
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.19
Foreign exchange

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

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 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.

1.20

Exceptional items

Exceptional items are material and non-recurring items excluded from management's assessment of profit because by their nature they could distort the company's underlying quality of earnings. These are excluded to reflect performance in a consistent manager and in line with how the business is managed and measured on a day-to-day basis.

1.21

Finance Costs

Finance costs are charged to the 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.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 23 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Estimation of the valuation of stock

Included in the valuation of the stock are costs relating to coating and overheads. Management has adopted an absorption rate to allocate these costs to each product which has been estimated based on relevant costs incurred during the year and production quantities.

Amortisation and impairment of goodwill

FRS 102 requires goodwill to be amortised over its reliably estimated useful economic life. Management consider this to be a period of 10 years. Management also assess whether there are any indicators of impairment in considering the carrying value of goodwill.

Estimation of valuation of trade debtors

Management assess the recoverability of all trade debtors on a regular basis. A provision is made to cover any bad or doubtful debts.

3
Turnover and other revenue
2024
2023
£'000
£'000
Turnover analysed by geographical market
United Kingdom
35,558
33,104
Europe
17,931
16,611
Middle East and Africa
677
3,049
Asia Pacific
1,916
2,049
North and South America
1,547
821
57,629
55,634
2024
2023
£'000
£'000
Other revenue
Interest income
103
26
Insurance Receipt
-
500
4
Operating profit
2024
2023
£'000
£'000
Operating profit for the year is stated after charging:
Exchange (gains)/losses
-
3
Depreciation of owned tangible fixed assets
745
721
(Profit)/loss on disposal of tangible fixed assets
-
1
Amortisation of intangible assets
5,587
5,558
Operating lease charges
568
475
METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 24 -
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the group and company
50
45
For other services
All other non-audit services
14
12
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Production and distribution staff
72
77
-
-
Administrative staff
52
47
-
-
Management staff
7
8
-
-
Sales staff
22
23
-
-
Total
153
155
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Wages and salaries
6,924
6,373
-
0
-
0
Social security costs
733
677
-
-
Pension costs
342
262
-
0
-
0
7,999
7,312
-
0
-
0

The Company has no employees other than the Directors (2023 - none).

7
Directors' remuneration
2024
2023
£'000
£'000
Remuneration for qualifying services
981
935
Company pension contributions to defined contribution schemes
50
42
1,031
977
METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
7
Directors' remuneration
(Continued)
- 25 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£'000
£'000
Remuneration for qualifying services
304
300
Company pension contributions to defined contribution schemes
23
21

During the year retirement benefits were accruing to 5 directors (2023: 4 directors) in respect of defined contribution schemes.

8
Interest payable and similar expenses
2024
2023
£'000
£'000
Interest on loans
5,234
2,921
Other interest on financial liabilities
-
1,171
Interest on finance leases and hire purchase contracts
18
7
Other loan interest payable
3,871
3,434
Total finance costs
9,123
7,533
METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 26 -
9
Taxation
2024
2023
£'000
£'000
Current tax
UK corporation tax on profits for the current period
934
1,433
Adjustments in respect of prior periods
(79)
15
Total current tax
855
1,448
Deferred tax
Origination and reversal of timing differences
(68)
(407)
Changes in tax rates
-
0
(148)
Adjustment in respect of prior periods
44
(45)
Total deferred tax
(24)
(600)
Total tax charge
831
848

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£'000
£'000
Loss before taxation
(6,441)
(3,040)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
(1,610)
(578)
Tax effect of expenses that are not deductible in determining taxable profit
2,476
1,852
Adjustments in respect of prior years
11
(30)
Effect of change in corporation tax rate
-
(148)
Effect of overseas tax rates
(46)
(27)
Deferred tax not provided due to Corporate Interest Restriction
-
0
(221)
Taxation charge
831
848
METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 27 -
10
Intangible fixed assets
Group
Goodwill
Trademarks
Total
£'000
£'000
£'000
Cost
At 1 April 2023
55,774
106
55,880
Additions
691
32
723
At 31 March 2024
56,465
138
56,603
Amortisation and impairment
At 1 April 2023
32,531
18
32,549
Amortisation charged for the year
5,575
12
5,587
At 31 March 2024
38,106
30
38,136
Carrying amount
At 31 March 2024
18,359
108
18,467
At 31 March 2023
23,243
88
23,331
The company had no intangible fixed assets at 31 March 2024 or 31 March 2023.
11
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Total
£'000
£'000
£'000
£'000
Cost
At 1 April 2023
542
4,672
1,555
6,769
Additions
37
413
239
689
Disposals
-
0
(11)
(7)
(18)
Exchange adjustments
-
0
-
0
(1)
(1)
At 31 March 2024
579
5,074
1,786
7,439
Depreciation and impairment
At 1 April 2023
281
2,824
1,167
4,272
Depreciation charged in the year
53
456
236
745
Eliminated in respect of disposals
-
0
(11)
(6)
(17)
Exchange adjustments
-
0
1
-
0
1
At 31 March 2024
334
3,270
1,397
5,001
Carrying amount
At 31 March 2024
245
1,804
389
2,438
At 31 March 2023
261
1,848
388
2,497
The company had no tangible fixed assets at 31 March 2024 or 31 March 2023.
METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
11
Tangible fixed assets
(Continued)
- 28 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Plant and equipment
448
554
-
0
-
0
12
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Magenta Prime Limited
England and Wales
Management services
Ordinary
100.00
-
Metamark (UK) Limited*
England and Wales
Manufacture and distribution of vinyl materials
Ordinary
-
100.00
Metamark Technical Films Limited**
England and Wales
Dormant
Ordinary
-
100.00
Trimwel Ltd**
Republic of Ireland
Distributor of sign making materials
Ordinary
-
100.00
Metamark India Private Limited**
India
Supply of sign systems
Ordinary
-
100.00
Fleet Design Ltd**
England and Wales
Manufacture and distribution of vinyl materials
Ordinary
-
100.00
Metamark USA LLC**
United States of America
Distribution of vinyl materials
Ordinary
-
100.00

* - Shares held by Magenta Prime Limited

** - Shares held by Metamark (UK) Limited

 

Metamark USA LLC was incorporated on 15 October 2023 with 100% of its share capital owned by Metamark (UK) Limited.

 

Metamark (UK) Limited acquired 100% of the share capital of Fleet Design Ltd on 7 November 2023.

 

The address of the above undertakings registered office is Luneside, New Quay Road, Lancaster, LA1 5QP, with the exception of Trimwel Ltd which has its registered office at 2A Canal Bank, Hume Avenue, Parkwest Industrial Estate, Dublin 12 ,Metamark India Private Limited which has its registered office at E-20, 2nd Floor, Hauz Khas, New Delhi, South Delhi, Delhi, 110016, and Metamark USA LLC which has its registered office at 300 Centre Drive, Suite G-313, Superior, CO, 80027.

 

All of the above subsidiaries results have been consolidated into the financial statements.

METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 29 -
13
Stocks
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Raw materials and consumables
2,190
2,560
-
-
Work in progress
67
60
-
-
Finished goods and goods for resale
5,480
6,955
-
0
-
0
7,737
9,575
-
-
14
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£'000
£'000
£'000
£'000
Trade debtors
12,918
11,492
-
0
-
0
Corporation tax recoverable
662
-
0
-
0
-
0
Prepayments and accrued income
1,193
1,254
-
0
-
0
14,773
12,746
-
-
Deferred tax asset (note 19)
269
236
-
0
-
0
15,042
12,982
-
-
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
30,250
28,297
Total debtors
15,042
12,982
30,250
28,297

Amounts owed by group undertakings due in less than one year are interest free and repayable on demand.

 

Amounts owed by group undertakings due in more than one year are charged interest at 10% per annum.

METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 30 -
15
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£'000
£'000
£'000
£'000
Obligations under finance leases
17
56
88
-
0
-
0
Trade creditors
8,079
8,706
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
1,340
851
Corporation tax payable
-
0
851
-
0
652
Other taxation and social security
1,222
1,180
-
-
Other creditors
3,915
3,440
3,868
3,436
Accruals and deferred income
1,685
1,496
-
0
-
0
14,957
15,761
5,208
4,939

Obligations under finance lease and hire purchase contracts are secured on the assets to which they relate.

Amounts owed to group undertakings are interest free and repayable on demand.

16
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£'000
£'000
£'000
£'000
Bank loans
18
42,699
42,456
-
0
-
0
Obligations under finance leases
17
152
208
-
0
-
0
Preference shares
18
18,000
18,000
18,000
18,000
Other creditors
13,528
10,094
13,528
10,094
74,379
70,758
31,528
28,094

Obligations under finance lease and hire purchase contracts are secured on the assets to which they relate.

17
Finance lease obligations
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Future minimum lease payments due under finance leases:
Within one year
56
88
-
0
-
0
In two to five years
152
208
-
0
-
0
208
296
-
-

 

METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 31 -
18
Loans
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Bank loans
42,699
42,456
-
0
-
0
Preference shares
18,000
18,000
18,000
18,000
60,699
60,456
18,000
18,000
Payable after one year
60,699
60,456
18,000
18,000

The Group refinanced on 11 August 2022 obtaining a bank loan of £44 million, incurring refinance fees of £1.6m which have been capitalised. The principal is due to be repaid on 11 August 2029. The refinance fees are being amortised over the 7 year period of the loan. Interest is accruing at 6.50% above SONIA per annum, and is repayable quarterly.

 

The bank loan is secured by fixed and floating charges over the assets and undertakings of Metamark Group Holdings Limited, Magenta Prime Limited, Metamark (UK) Limited and Metamark Technical Films Limited.

 

£15,850k 12.5% A redeemable preference shares have interest accruing at a rate of 12.5% per annum which is due to be paid quarterly in arrears. The accrued interest on preference share is £15,784k (2023 - £12,260k).

 

£2,150k 10.0% A redeemable preference shares have interest accruing at a rate of 10.0% per annum which is due to be paid quarterly in arrears. The accrued interest on preference shares is £1,610k (2023 - £1,267k).

 

The redeemable preferences shares have a redemption date of 15 May 2026. The criteria for redemption are as per the Articles of Association which are available on request from the registered office of the Company.

19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Assets
Assets
2024
2023
Group
£'000
£'000
Short term timing differences - non trading
269
236
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£'000
£'000
Asset at 1 April 2023
(236)
-
Credit to profit or loss
(33)
-
Asset at 31 March 2024
(269)
-
METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
19
Deferred taxation
(Continued)
- 32 -
20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
342
262

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

At the balance sheet date the group owed £44k (2023: £Nil) to the pension scheme.

21
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary A Shares of 1p each
800,000
800,000
7
7
Ordinary B1 Shares of 1p each
22,900
108,500
-
1
Ordinary B2 Shares of 1p each
53,607
-
1
-
Ordinary B3 Shares of 1p each
31,993
-
-
-
Ordinary B4 Shares of 1p each
31,993
-
-
-
Ordinary C1 Shares of 1p each
14,400
14,400
-
-
Ordinary C2 Shares of 6p each
7,100
7,100
-
-
Ordinary D1 Shares of 1p each
20,205
20,205
-
-
Ordinary D2 Shares of 4p each
40,000
40,000
2
2
Ordinary E Shares of 1p each
20,000
20,000
2
2
1,042,198
1,010,205
12
12
METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
21
Share capital
(Continued)
- 33 -

Ordinary A shares each carry one vote per share.

 

Ordinary B1 shares each carry one vote per share. Ordinary B2 shares each carry one vote per share. Ordinary B3 shares are non-voting. Ordinary B4 shares each carry one vote per share.

 

Ordinary C1 shares are non-voting. Ordinary C2 shares have five votes per share.

 

Ordinary D1 shares are non-voting. Ordinary D2 shares have 3 votes per share.

 

Ordinary E shares are non-voting.

 

All shares have normal capital and dividend rights except for Ordinary E shares which have economic rights based on the valuation of the company.

 

In the year the following share transactions took place:

 

22,900 B shares were converted to B1 shares and 85,600 B shares were converted to B2 shares.

 

31,993 B2 shares were converted to B3 shares.

 

31,993 B4 shares were issued.

22
Acquisition of a business

On 7 November 2023 the group acquired 100 percent of the issued capital of Fleet Design Ltd.

Book Value
Adjustments
Fair Value
Net assets acquired
£'000
£'000
£'000
Property, plant and equipment
31
36
67
Goodwill
691
Total consideration
758
The consideration was satisfied by:
£'000
Cash
758
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£'000
Turnover
-
Profit after tax
-

At the acquisition date the trading assets of Fleet Design Limited were hived up to Metamark (UK) Limited.

METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 34 -
23
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Within one year
501
451
-
-
Between two and five years
1,060
1,376
-
-
1,561
1,827
-
-
24
Financial commitments, guarantees and contingent liabilities

The investment in Trimwel Limited is subject to a potential final amount payable to the former shareholders of Trimwel Limited. This payment is based on the performance of Trimwel Limited and dependent on a significant change to the ownership structure of the companies within the Metamark Group. As there is no foreseeable likelihood of this event happening, no liability has been recognised in these financial statements. The potential exposure as at 31st March 2024 was £894k.

 

The Group has given an unlimited guarantee over the assets of the company in respect of a bank loan of Magenta Prime Limited. At the reporting date the loan amounted to £44,000k (2023 - £44,000k)

 

The Group enters into forward currency contracts. At the year end, the Group had forward currency contracts outstanding of £324k (2023 - £1,846k).

METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 35 -
25
Financial risk management objectives and policies

The group holds or issues financial instruments in order to achieve three main objectives, being:

 

(a) to finance its operations;

(b) to manage its exposure to interest and currency risks arising from its operations and from its sources

of finance; and

(c) for trading purposes.

 

In addition, the group has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from the group’s operations.

 

Transactions in financial instruments result in the group assuming or transferring to another party one or more of the financial risks described below. The group also makes use of debenture loans and redeemable preference shares to finance acquisitions. The existence of these financial instruments exposes the group to a number of financial risks, which are described in more detail below.

 

Interest rate risk

 

The group is exposed to fair value interest rate risk on its borrowings and cash flow interest rate risk on bank overdrafts and loans. The group has entered into agreements on its overdraft and loans so as to minimise its exposure to changes in interest rates.

 

Credit risk

 

Investments of cash surpluses and borrowings are made through banks and companies which must fulfil credit rating criteria approved by the board. All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are reviewed on a regular basis and provision is made for doubtful debts whenever considered necessary.

 

Liquidity risk

 

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

 

Currency risk

 

The group's principal foreign currency exposures arise from trading with overseas companies. The group seeks to invoice and be invoiced in its principal trading currency wherever possible so as to minimise its exposure to foreign currency movements.

METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 36 -
26
Related party transactions
Transactions with related parties

Interest charged for the year in respect of debenture loans amounted to £Nil (2023 - £1,171k), being £Nil (2023 - £1,060k) in respect of entities with control, joint control or significant influence, and £Nil (2023 - £111k) in respect of key management personnel.

 

At the year end the Group owed £35,394k (2023 - £31,528k) in respect of redeemable preference shares, being £31,634k (2023 - £28,111k) in respect of entities with control, joint control or significant influence, and £3,760k (2023 - £3,417k) in respect of key management personnel.

 

Interest charged for the year in respect of redeemable preference shares amounted to £3,866k (2023 - £3,434k), being £3,523k (2023 - £3,123k) in respect of entities with control, joint control or significant influence, and £343k (2023 - £311k) in respect of key management personnel.

 

Management charges were paid to entities with control, joint control or significant influence totalling £50k (2023 - £51k).

27
Events after the reporting date

On 24th May 2024 the group completed the acquisition of Vuflex Limited, a supplier of vinyl banners. The group paid £2,031k to the shareholders of Vuflex Limited, plus £68k in fees and stamp duty, to acquire 100% of the issued share capital of Vuflex Limited.

28
Controlling party

The immediate parent undertaking is Primary Capital IV (Nominees) Limited, an entity registered in England and Wales with registered office Ground Floor, Augustine House, 6a Austin Friars, London, EC2N 2HA.

 

The ultimate parent undertaking and ultimate controlling party is Primary Capital Partners LLP, an entity registered in England and Wales with registered office Augustine House, 6a Austin Friars, London, EC2N 2HA.

29
Cash generated from group operations
2024
2023
£'000
£'000
Loss for the year after tax
(7,272)
(3,888)
Adjustments for:
Taxation charged
831
848
Finance costs
9,123
7,533
Investment income
(103)
(26)
(Gain)/loss on disposal of tangible fixed assets
-
1
Amortisation and impairment of intangible assets
5,587
5,558
Depreciation and impairment of tangible fixed assets
745
721
Movements in working capital:
Decrease/(increase) in stocks
1,837
(1,753)
Increase in debtors
(1,366)
(1,709)
(Decrease)/increase in creditors
(352)
1,170
Cash generated from operations
9,030
8,455
METAMARK GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 37 -
30
Analysis of changes in net debt - group
1 April 2023
Cash flows
Non-cash changes
31 March 2024
£'000
£'000
£'000
£'000
Cash at bank and in hand
4,758
300
(44)
5,014
Debt due within 1 year
Investor Loan Notes
-
-
-
-
Finance Lease
(88)
88
(56)
(56)
Preference Shares
(3,434)
-
(432)
(3,866)
(3,522)
88
(488)
(3,922)
Debt due after 1 year
Bank Loan (net of refinance fees)
(42,456)
-
(243)
(42,699)
Investor Loan Notes
-
-
-
-
Finance Lease
(208)
-
56
(152)
Preference Shares
(28,094)
-
(3,434)
(31,528)
(70,758)
-
(3,621)
(74,379)
Net debt
(69,522)
388
(4,153)
(73,287)
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