REGISTERED NUMBER: |
Strategic Report, Directors' Report and |
Financial Statements for the Year Ended 31 December 2023 |
for |
AMC Group Holdings Limited |
REGISTERED NUMBER: |
Strategic Report, Directors' Report and |
Financial Statements for the Year Ended 31 December 2023 |
for |
AMC Group Holdings Limited |
AMC Group Holdings Limited (Registered number: 11281553) |
Contents of the Financial Statements |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Directors' Report | 3 |
Report of the Independent Auditors | 5 |
Statement of Income and Retained Earnings | 8 |
Balance Sheet | 9 |
Notes to the Financial Statements | 10 |
AMC Group Holdings Limited |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
Hazlemere |
70 Chorley New Road |
Bolton |
Lancashire |
BL1 4BY |
BANKERS: |
AMC Group Holdings Limited (Registered number: 11281553) |
Strategic Report |
for the Year Ended 31 December 2023 |
The directors present their strategic report for the year ended 31 December 2023. |
REVIEW OF BUSINESS |
The company remains in a healthy financial position, with shareholders' funds at 31 December 2023 in excess of £1.5 million and a substantial year end cash balance. |
The directors intend to strike the company off 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. |
PRINCIPAL RISKS AND UNCERTAINTIES |
As with any business we face risks and uncertainties. It is the effective management of these risks that places us in a better position to be able to achieve our strategic objectives and embrace opportunities as they arise. |
As a non trading company, the principal risk to the business is the current economic environment. |
The company requires access to adequate financial resources and the directors will always ensure that the company has sufficient cash availability. |
KEY PERFORMANCE INDICATORS |
The operating loss was £5,211 for the year to 31 December 2023 and £5,153 for the seven months to 31 December 2022. |
ON BEHALF OF THE BOARD: |
AMC Group Holdings Limited (Registered number: 11281553) |
Directors' Report |
for the Year Ended 31 December 2023 |
The directors present their report with the financial statements of the company for the year ended 31 December 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of a holding company. |
DIVIDENDS |
The directors recommend that a dividend of £3 million be paid. The total distribution for the year to 31 December 2022 was £6,111,822. |
FUTURE DEVELOPMENTS |
The directors intend to strike the company off 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. |
DIRECTORS |
The directors during the year under review were: |
The directors holding office at 31 December 2023 did not hold any beneficial interest in the issued share capital of the company at 1 January 2023 or 31 December 2023. |
DISCLOSURE IN THE STRATEGIC REPORT |
In accordance with section 414C (11) of the Companies Act 2006 (Strategic Report and Directors' Report), the company's strategic information required by Schedule 7 of the Large and Medium -sized Companies and Groups (Accounts and Reports), now includes information relating to the business review and the principal risks and uncertainties, that would previously have been included in the Directors' Report. |
DIRECTORS' RESPONSIBILITIES STATEMENT |
The directors are responsible for preparing the Strategic Report, the Directors' 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AMC Group Holdings Limited (Registered number: 11281553) |
Directors' Report |
for the Year Ended 31 December 2023 |
AUDITORS |
The auditors, DonnellyBentley Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
AMC Group Holdings Limited |
Opinion |
We have audited the financial statements of AMC Group Holdings Limited (the 'company') for the year ended 31 December 2023 which comprise the Statement of Income and Retained Earnings, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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. |
Emphasis of matter |
We draw attention to Note 13 to the financial statements which explains that the directors intend to strike the company off 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.Our opinion is not modified in respect of this matter. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Directors' Report, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
AMC Group Holdings Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its 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 where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Directors' Responsibilities Statement set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
We obtained an understanding of the legal and regulatory framework applicable to the company and the sector in which it operates and considered the risk of non - compliance with applicable laws or regulations. |
We determined that the following laws and regulations were most significant: the Companies Act 2006, FRS102 and UK corporate taxation laws. We designed audit procedures to respond to the risk, recognizing that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, for example, forgery or intentional misrepresentations, or through collusion. |
We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making enquiries of the management. |
Our tests also included agreeing the financial statements disclosures to underlying supporting documentation. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. |
We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Report of the Independent Auditors to the Members of |
AMC Group Holdings Limited |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants |
Hazlemere |
70 Chorley New Road |
Bolton |
Lancashire |
BL1 4BY |
AMC Group Holdings Limited (Registered number: 11281553) |
Statement of Income and |
Retained Earnings |
for the Year Ended 31 December 2023 |
Period |
1/6/22 |
Year Ended | to |
31/12/23 | 31/12/22 |
Notes | £ | £ |
TURNOVER |
Administrative expenses | ( |
) | ( |
) |
(5,211 | ) | (8,486 | ) |
Other operating income |
OPERATING LOSS | 4 | ( |
) | ( |
) |
Income from shares in group undertakings |
(LOSS)/PROFIT BEFORE TAXATION | ( |
) |
Tax on (loss)/profit | 5 |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR |
( |
) |
Retained earnings at beginning of year |
Dividends | 6 | ( |
) |
RETAINED EARNINGS AT END OF YEAR |
AMC Group Holdings Limited (Registered number: 11281553) |
Balance Sheet |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
FIXED ASSETS |
Investments | 7 |
CURRENT ASSETS |
Debtors | 8 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 9 | ( |
) | ( |
) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 10 |
Retained earnings | 11 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
AMC Group Holdings Limited (Registered number: 11281553) |
Notes to the Financial Statements |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
AMC Group Holdings Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows; |
• | the requirement of paragraph 33.7. |
Preparation of consolidated financial statements |
The financial statements contain information about AMC Group Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Ravago SA, 16 Rue Notre Dame, L-2240, Luxembourg. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Going concern |
The directors intend to strike the company off 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. |
AMC Group Holdings Limited (Registered number: 11281553) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Debtors and creditors receivable / payable within one year |
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in expenditure. |
Cash at bank and in hand |
Cash at bank and in hand includes cash and short term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account. |
Change in accounting period |
Last year the company changed its year end from 31 May to 31 December and as a result the length of the comparative reporting period was reduced from 12 months to 7 months. This was in order for the year end to be consistent with other group companies. |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the year ended 31 December 2023 nor for the period ended 31 December 2022. |
The average number of employees during the year was NIL (2022 - NIL). |
Period |
1/6/22 |
Year Ended | to |
31/12/23 | 31/12/22 |
£ | £ |
Directors' remuneration |
4. | OPERATING LOSS |
The operating loss is stated after charging: |
Period |
1/6/22 |
Year Ended | to |
31/12/23 | 31/12/22 |
£ | £ |
Auditors' remuneration |
5. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 31 December 2023 nor for the period ended 31 December 2022. |
AMC Group Holdings Limited (Registered number: 11281553) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
5. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
Period |
1/6/22 |
Year Ended | to |
31/12/23 | 31/12/22 |
£ | £ |
(Loss)/profit before tax | ( |
) |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of |
( |
) |
Effects of: |
Group relief | 990 | 979 |
Income not taxable for tax purposes - dividend income | - | (855,978 | ) |
Total tax charge | - | - |
6. | DIVIDENDS |
Period |
1/6/22 |
Year Ended | to |
31/12/23 | 31/12/22 |
£ | £ |
Ordinary shares of £1 each |
Final |
Interim |
Interim dividends for the period to 31st December 2022 comprise: |
Interim 1 - £5,150 |
Interim 2 - £1,606,672 |
Interim 3 -£1,000,000 |
7. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2023 |
and 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
AMC Group Holdings Limited (Registered number: 11281553) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
7. | FIXED ASSET INVESTMENTS - continued |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Registered office: Hazlemere, 70 Chorley New Road, Bolton, Lancashire, BL1 4BY. |
Nature of business: |
% |
Class of shares: | holding |
8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Amounts owed by group undertakings |
9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Amounts owed to group undertakings |
Accrued expenses |
10. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | £1 | 100 | 100 |
11. | RESERVES |
Retained |
earnings |
£ |
At 1 January 2023 |
Deficit for the year | ( |
) |
At 31 December 2023 |
12. | ULTIMATE CONTROLLING PARTY |
AMC Topco Limited is the parent company of AMC Group Holdings Limited as on 17 June 2022 AMC Group Holdings Limited was acquired by AMC Topco Limited. The registered office of AMC Topco Limited is 70 Chorley New Road, Bolton, Lancashire, BL14BY. |
The ultimate controlling party of AMC Group Holdings Limited is Ravago SA as on 24 June 2022 AMC Topco Limited was acquired by Koryfes SA, which is itself a 100% subsidiary of Ravago SA. Ravago SA was incorporated in Luxembourg. |
AMC Group Holdings Limited (Registered number: 11281553) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
13. | GOING CONCERN |
The directors intend to strike the company off 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. |
14. | SUBSEQUENT EVENTS |
On 11th March 2024 the company received a £3 million dividend from Ravago Manufacturing UK Limited which is a subsidiary of AMC Group Holdings Limited. |
On the same date, AMC Group Holdings Limited paid the £3 million dividend to it's parent company, AMC Topco Limited. |