Company registration number 01008760 (England and Wales)
MBC BONDCO LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 7 JANUARY 2024
PAGES FOR FILING WITH REGISTRAR
MBC BONDCO LIMITED
CONTENTS
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 11
MBC BONDCO LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 7 JANUARY 2024
07 January 2024
- 1 -
2024
2022
Notes
£
£
£
£
Current assets
Trade and other receivables
6
-
0
2,202,769
Cash and cash equivalents
6,956
21,324
6,956
2,224,093
Current liabilities
7
-
0
(24,840)
Net current assets
6,956
2,199,253
Equity
Called up share capital
9
1
50,000
Share premium account
-
0
613,682
Capital redemption reserve
-
0
105,777
Retained earnings
6,955
1,429,794
Total shareholders' funds
6,956
2,199,253

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

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

The financial statements were approved by the board of directors and authorised for issue on 23 September 2024 and are signed on its behalf by:
H De Almeida Cedro
Director
Company Registration No. 01008760
MBC BONDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 7 JANUARY 2024
- 2 -
Share capital
Share premium account
Capital redemption reserve
Retained earnings
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
50,000
613,682
105,777
1,456,868
2,226,327
Year ended 31 December 2022:
Loss
-
-
-
(36,074)
(36,074)
Other comprehensive income net of taxation:
Actuarial gains on defined benefit plans
-
-
-
9,000
9,000
Total comprehensive income
-
-
-
(27,074)
(27,074)
Balance at 31 December 2022
50,000
613,682
105,777
1,429,794
2,199,253
Period ended 7 January 2024:
Loss
-
-
-
(38,728)
(38,728)
Other comprehensive income net of taxation:
Actuarial gains on defined benefit plans
-
-
-
40,987
40,987
Total comprehensive income
-
-
-
2,259
2,259
Reduction of shares
9
(49,999)
(613,682)
(105,777)
769,458
-
Dividends
-
-
-
(2,194,556)
(2,194,556)
Balance at 7 January 2024
1
-
0
-
0
6,955
6,956
MBC BONDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 7 JANUARY 2024
- 3 -
1
Accounting policies
Company information

MBC Bondco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Bartholomew Lane, London, EC2N 2AX.

 

The company's immediate parent company is Weston Importers Limited, incorporated and registered in Scotland, which owns 100% of the Company's share capital. It's registered office is C/O Brodies LLP Capital Square, 58 Morrison Street, Edinburgh, Scotland, EH3 8BP.

 

The ultimate parent company of the group is Marfrig Global Foods S.A, a company incorporated and registered in Brazil. Marfrig Global Foods S.A. is listed on the Brazilian stock exchange.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 101 “Reduced Disclosure Framework” (“FRS 101”) 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 £.

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

This company is a qualifying entity for the purposes of FRS 101, 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, as permitted by FRS 101 paragraph 8:

 

 

The financial statements of the company are consolidated in the financial statements of Marfrig Global Foods S.A. These consolidated financial statements are available from its website www.marfrig.com.br/en.

MBC BONDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 7 JANUARY 2024
1
Accounting policies
(Continued)
- 4 -
1.2
Going concern

Since production ceased in December 2014, MBC Bondco Limited has been dependent on the on-going support of its parent company Weston Importers Limited. The group provided continued support to the company to settle retirement benefit obligations. Now that all the retirement benefit obligations have been settled, management intends to liquidate the company following the period end. All income and expenditure for the period ended 7 January 2024 has been classified within discontinued operations.true

 

On the basis of the directors' assessment of the company's financial position and of the enquiries made of the directors of the parent company Weston Importers Limited, at the time of approving the financial statements, the directors have a reasonable expectation that the Company will cease operations in the foreseeable future. Thus the Director has adopted the break up basis of accounting in preparing the financial statements.

1.3
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.

1.4
Financial instruments

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with 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.

Basic financial assets

Basic financial assets, which include trade and other receivables 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.

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, which include trade and other payables are classified as debt and are initially recognised at fair value 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 payables 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 payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

1.5
Equity instruments

Equity instruments issued by the company 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 company.

MBC BONDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 7 JANUARY 2024
1
Accounting policies
(Continued)
- 5 -

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

1.6

Defined benefit pension scheme

Pension costs in respect of defined benefit schemes are charged to the statement of comprehensive income on a systematic basis based on actuarial calculations. Amounts charged are calculated using the following rates:

 

Current service cost - Discount rate at the start of the year

Interest cost - Discount rate at the start of the year

Expected return on assets - Expected rate of return at the start of the year

 

Past service costs are recognised in the statement of comprehensive income on a straight line basis over the period in which increases in benefit vest.

 

Assets in the scheme are measured at their fair value at the balance sheet date. Defined benefit liabilities are measured on an actuarial basis using the projected unit method. The assets and liabilities of the scheme are subject to a full actuarial valuation by an external professionally qualified actuary triennially and are reviewed annually by the actuary and updated to reflect current conditions.

 

Any shortfall in the value of the scheme assets compared to the present value of the scheme liabilities is recognised as a liability. A surplus is not recognised as an asset in the balance sheet as it may only be refunded after the purchase by the fund of annuities for all member in the pension scheme.

 

Actual gains and losses that arise on the valuation of the scheme's assets and liabilities are released to the statement of comprehensive income.

 

The Plan is closed to future accrual, hence, there is no cost of accrual included within the defined benefit cost.

 

The scheme administrator has confirmed that the final remaining lump sum amount due to the last ex-member has been settled and there are no further member’s with defined benefit obligations remaining within the Plan.

MBC BONDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 7 JANUARY 2024
- 6 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities and the disclosure of contingent 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.

Critical judgements

The directors consider that the following estimates and judgements are likely to have the most significant effect on amounts recognised in the financial statements.

Pension scheme

The company operates a defined benefit pension scheme which is closed to future accrual of benefits for members. The estimation of the employee benefit cost and future scheme liabilities requires the use of actuaries and the determination of appropriate assumptions such as discount rates and expected future rates of return as set out in note 11.

3
Auditor's remuneration
2024
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
10,000
10,000
Other services relating to taxation
1,500
1,500
11,500
11,500
4
Employees
2024
2022
Number
Number
Directors
3
3

The company has no employees and makes no payment to directors.

5
Discontinued operations

As a result of taking the decision to voluntarily liquidate the Company following the period end, all operations of MBC Bondco Limited are considered to be classified as discontinued in the period ended 7 January 2024.

MBC BONDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 7 JANUARY 2024
- 7 -
6
Trade and other receivables
2024
2022
Amounts falling due within one year:
£
£
Amounts due from group undertakings
-
0
2,196,809
Other receivables
-
0
5,960
-
2,202,769

 

7
Current liabilities
2024
2022
£
£
Accruals
-
0
24,840
8
Retirement benefit schemes
Defined benefit schemes

The company operates a defined benefit plan in the UK. A full actuarial valuation was carried out at 31 March 2017 and the results have been updated to 7 January 2024 by a qualified actuary, independent of the scheme's sponsoring employer.

 

The schedule of contributions dated (i.e. signed by the trustees on) 13 May 2009 states that the company will pay amounts into the scheme equal to the Pensions Protection Fund Levy. Management and administration expenses are payable in addition as and when they are due. No contribution was required during the period.

 

During the period, a final lump sum payments was made to the members by the trustees. The scheme administrator has confirmed that there are no further member’s with defined benefit obligations remaining within the Plan. Therefore there are no defined benefit obligations at the period end and hence, no actuarial assumptions are required at the period end for the purpose of calculating the defined benefit obligation.

 

The actuary has computed the following information about the financial position of the scheme as at 7 January 2024:

 

2024
2022
Key assumptions
%
%
Discount rate
4.8
1.8
Mortality assumptions
2024
2022

Assumed life expectations on retirement at age 65:

Years
Years
Longevity at retirement age (current pensioners)
- Males
-
21.8
- Females
-
23.7
Longevity at retirement age (future pensioners)
- Males
-
23.1
- Females
-
25.3
MBC BONDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 7 JANUARY 2024
8
Retirement benefit schemes
(Continued)
- 8 -
2024
2022

Amounts recognised in the income statement

£
£
Other costs and income
41,000
9,000
2024
2022

Amounts taken to other comprehensive income

£
£
Actuarial changes related to obligations
-
(12,000)
Effect of changes in the amount of surplus that is not recoverable
(41,000)
3,000
Total costs/(income)
(41,000)
(9,000)

The amounts included in the statement of financial position arising from the company's obligations in respect of defined benefit plans are as follows:

2024
2022
£
£
Present value of defined benefit obligations
-
9,000
Fair value of plan assets
(207,000)
(244,000)
Surplus in scheme
(207,000)
(235,000)
Restriction on scheme assets
207,000
235,000
Total liability recognised
-
-
2024

Movements in the present value of defined benefit obligations

£
Liabilities at 1 January 2023
9,000
Benefits paid
(9,000)
At 7 January 2024
-
2024

The defined benefit obligations arise from plans funded as follows:

£
Wholly unfunded obligations
-
Wholly or partly funded obligations
-
-
MBC BONDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 7 JANUARY 2024
8
Retirement benefit schemes
(Continued)
- 9 -
2024

Movements in the fair value of plan assets

£
Fair value of assets at 1 January 2023
244,000
Interest income
13,000
Benefits paid
(9,000)
Administrative expenses paid
(41,000)
At 7 January 2024
207,000
2024
2022

Fair value of plan assets at the reporting period end

£
£
Debt instruments
136,000
163,000
Equity instruments
29,000
35,000
Cash and cash equivalents
42,000
46,000
207,000
244,000

None of the fair values of the assets shown above include a direct investment in the company's own financial instruments or any property occupied by, or other assets used by, the company.

9
Share capital
2024
2022
2024
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
50,000
1
50,000

The company's authorised share capital is 1 ordinary shares of £1 each. All of these shares are allotted and fully paid.

MBC BONDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 7 JANUARY 2024
- 10 -
10
Reserves

The following describes the nature and purpose of each reserve within equity:

 

Reserves        Description and purpose

 

Share capital        Nominal value of share capital subscribed for.

 

Share premium        Amount paid for the Company’s shares in excess of the aggregate

nominal share value.

 

Capital redemption     Non-distributable reserve and presents paid up share capital.

reserve

 

Retained earnings    All other net gains and losses and transactions with owners not recognised

elsewhere.

 

 

The company has reduced it's total share capital from £769,459 to £1 by cancelling the following:

 

- £49,999 in the share capital account by cancelling 49,999 ordinary shares of £1 each;

- £613,682 in share premium account of the company by reducing the share premium account to £nil; and

- £105,777 in capital redemption account of the company by reducing the capital redemption account to £nil.

11
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Emphasis of matter - going concern

We draw your attention to Note 1.2 to the financial statements which explains that the directors intend to liquidate the company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 1.2. Our opinion is not modified in respect of this matter.

Senior Statutory Auditor:
Jayson Lawson
Statutory Auditor:
Ensors Accountants LLP
Date of audit report:
23 September 2024
12
Events after the reporting date

Following the period end, the directors have taken the decision to liquidate the Company. As at the date of the directors report the formal liquidation process has yet to commence. However, it is the view of management that the Company will no longer be a going concern for the foreseeable future.

MBC BONDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 7 JANUARY 2024
- 11 -
13
Related party transactions

The company has taken advantage of the exemptions contained in FRS 101, "Reduced Disclosure Framework" not to disclose transactions with its parent undertakings and any group company on the grounds that it is a 100% owned subsidiary and the consolidated financial statements of Marfrig Global Foods S.A., in which the company is included, are publicly available.

 

There are no other transactions with related parties such as are required to be disclosed under FRS 101.

14
Ultimate controlling party

The immediate parent company is Weston Importers Limited, a company registered in Scotland.

The ultimate parent and controlling party is Marfrig Global Foods S.A., a company listed on the Brazilian stock exchange, which is the parent undertaking of the smallest and largest group to consolidate these financial statements. The financial statements of Marfrig Global Foods S.A can be obtained from its website www.marfrig.com/br/en.

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