Registered number:
For the period ended
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M&I Materials Holdings Limited
Company Information
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M&I Materials Holdings Limited
Contents
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M&I Materials Holdings Limited
Group Strategic Report
For the period ended 31 March 2024
The director presents his strategic report together with the audited financial statements for the period ended 31 March 2024.
M&I Materials Holdings Limited is a non-trading entity and has no employees. Its principal activity is to hold assets in M&I Materials Limited and to oversee the group structure.
In the period to 31 March 2024 turnover was £5,639,253 and operating loss was (£2,924,506).
From the perspective of M&I Materials Holdings Limited, the principal risks and uncertainties are integrated with the principal risks of M&I Materials Limited and are not managed separately. Accordingly, the principal risks and uncertainties are laid out below.
The business maintains its position of prioritising the health and wellbeing of its employees and is evolving its work practices in line with emerging regional requirements. The group trades in Sterling, US dollars and Euros, and is exposed to exchange movements. The company attempts to establish natural currency hedges between purchases and sales wherever commercially possible. The group carries out an annual risk register review of all major risks the business faces and takes action to mitigate risk where it is appropriate to do so. Where any subsequent net risk exposure is deemed to be high, insurance is considered to minimise any impact should an unforeseen event occur.
Financial key performance indicators are shown below:
2024 £'000 Turnover 5,639 Gross profit 5,026 Operating loss (2,925) Net assets 1,675 Bank balance 5,355 Further to a Strategic review of the portfolio in 2023, M&I Materials divested of its MIDEL and MIVOLT businesses through a Capital Reduction Demerger process, being ultimately acquired by Shell U.K. Limited on the 31st December 2023. A stage within this Capital Reduction Demerger process involved the acquisition of 100% of the shares in M&I Materials Limited by M&I Materials Holdings Limited on the 11th December 2023. The accounts presented by M&I Materials Holding Limited cover the period 11th December 2023 to 31st March 2024.
The group uses a range of financial and non-financial measures to monitor its performance against its strategic plans. The indicators cover Sustainability, Health & Safety, Environment, Customer Satisfaction, Employee Development, Financial Performance, Operations Performance and Fulfilment, Quality, and Innovation. These indicators provide the Board and Executive Management with leading indicators of future performance.
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M&I Materials Holdings Limited
Group Strategic Report (continued)
For the period ended 31 March 2024
M&I Materials Holdings Limited does not have long-term plans in its own right rather these are prepared through its trading entity M&I Materials Limited. To further promote the continued long-term success of the organisation; we actively engage with our stakeholders, this allows us to grow and execute our strategy; we consider the impact we have on them as well as what they consider important when developing our plans for future success. M&I Materials Limited employees are the key to our success, and we actively engage through regular communication forums. We participate with our customers in technical and commercial collaborations whilst with wider industry we are active in trade associations and in the setting of industry standards.
As part of its long-term growth strategy M&I Materials Holdings Limited recognises its responsibility and role to help create a more sustainable future for all. Through its trading subsidiary M&I Materials Limited, we collaborate with our customers, supply chain and other stakeholders to determine how best we can fulfil our responsibilities in relation to Environmental, Societal and Governance objectives. The products we offer can support our customers in meeting their responsibilities and we continually evaluate the way in which we operate to optimise the impact we have.
This report was approved by the board and signed on its behalf.
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M&I Materials Holdings Limited
Director's Report
For the period ended 31 March 2024
The director presents his report and the financial statements for the period ended 31 March 2024.
The director is responsible for preparing the group strategic report, the director's report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the director is required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the period, after taxation, amounted to £3,325,198.
The directors do not recommend the payment of a final dividend.
The director who served during the period was:
The Group will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The Group has complied with all applicable legislation and regulations.
The group's approach to the use of financial instruments is addressed in the Strategic Report.
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M&I Materials Holdings Limited
Director's Report (continued)
For the period ended 31 March 2024
The group continues to invest in research and development using its market insights for the purpose of creating products to generate value for our customers.
Following the Capital Reduction Demerger and subsequent sale to Shell of the MIDEL and MIVOLT businesses on the 31st December 2023, M&I Materials entered into a Transition Services agreement with Shell UK to support it through the integration process. At the same time M&I Materials successfully relocated its Apiezon, Performance Biolubricants and Metrosil businesses to a new site at Centenary Park in Manchester. We are finalising terms on a new site for our Wolfmet business, which is scheduled to be relocated during FY2025/26.
Further to a strategic review of M&I Materials Holdings Limited, the group was wholly acquired by G J Salt on the 8th May 2024, with him becoming a person with significant control. The group will now focus upon its core businesses investing in business development activities, new products developments and new manufacturing capability. These businesses trade under the brands of Apiezon, Metrosil, Wolfmet and Performance Biolubricants with products used by customers such as Boeing, CERN, and NASA.
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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M&I Materials Holdings Limited
Independent Auditors' Report to the Members of M&I Materials Holdings Limited
We have audited the financial statements of M&I Materials Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 March 2024, which comprise the consolidated profit and loss account, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The director is 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.
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M&I Materials Holdings Limited
Independent Auditors' Report to the Members of M&I Materials Holdings Limited (continued)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the group strategic report and the director's report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the group strategic report and the director's report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the group strategic report or the director's report.
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M&I Materials Holdings Limited
Independent Auditors' Report to the Members of M&I Materials Holdings Limited (continued)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Identifying and assessing potential risks related to irregularities In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
∙The nature of the industry and sector in which the group operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
∙The outcome of enquiries of management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
∙Supporting documentation relating to the Group's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud
∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
∙The legal and regulatory framework in which the Group operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Group, including General Data Protection requirements, and Anti-bribery and Corruption.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
∙Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
∙Enquiring of management about any actual and potential litigation and claims.
∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
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M&I Materials Holdings Limited
Independent Auditors' Report to the Members of M&I Materials Holdings Limited (continued)
We have also considered the risk of fraud through management override of controls by:
∙Testing the appropriateness of journal entries and other adjustments.
∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, 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 by, for example, forgery or intentional misrepresentations, or through collusion.
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 auditors' 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 auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
SK1 3GG
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M&I Materials Holdings Limited
Consolidated Profit and Loss Account
For the period ended 31 March 2024
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M&I Materials Holdings Limited
Registered number: 14883974
Consolidated Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 32 form part of these financial statements.
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M&I Materials Holdings Limited
Registered number: 14883974
Company Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 32 form part of these financial statements.
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M&I Materials Holdings Limited
Consolidated Statement of Changes in Equity
For the period ended 31 March 2024
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M&I Materials Holdings Limited
Company Statement of Changes in Equity
For the period ended 31 March 2024
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M&I Materials Holdings Limited
Consolidated Statement of Cash Flows
For the period ended 31 March 2024
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M&I Materials Holdings Limited
Consolidated Analysis of Net Debt
For the period ended 31 March 2024
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M&I Materials Holdings Limited
Notes to the Financial Statements
For the period ended 31 March 2024
M & I Materials Holdings Limited is a private company limited by share capital, incorporated in England and Wales, company number 14883974. The address of the registered office and principal place of business is Hibernia Way, Trafford Park, Manchester, M32 0ZD.
M&I Materials Holdings Limited was incorporated on 22 May 2023. The first period of consolidated accounts covers the period from acquisition of M&I Materials Limited on 11 December 2023 through to the period end 31 March 2024. The principal activity of the company is that of a holding company.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
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M&I Materials Holdings Limited
Notes to the Financial Statements
For the period ended 31 March 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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M&I Materials Holdings Limited
Notes to the Financial Statements
For the period ended 31 March 2024
2.Accounting policies (continued)
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M&I Materials Holdings Limited
Notes to the Financial Statements
For the period ended 31 March 2024
2.Accounting policies (continued)
Goodwill
Where the fair value of the group's interest in the assets, liabilities and contingent liabilities acquired exceeds the cost of the business combination, negative goodwill arises. The group, after consideration of the assets, liabilities and contingent liabilities acquired and the cost of the combination, recognises negative goodwill on the balance sheet and releases this to profit and loss, up to the fair value of non-monetary assets acquired, over the periods in which the non-monetary assets are recovered and any excess over the fair value of non-monetary assets in the income statement over the period expected to benefit.
Other intangible assets
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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M&I Materials Holdings Limited
Notes to the Financial Statements
For the period ended 31 March 2024
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
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M&I Materials Holdings Limited
Notes to the Financial Statements
For the period ended 31 March 2024
2.Accounting policies (continued)
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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. Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Provision for obsolete and slow moving stock The group reviews its stocks to assess loss on account for obsolescence on a regular basis. In determining whether provision for obsolescence should be recorded in the income statement, the group makes judgements as to whether there is any observable data indicating that there is any future saleability of the product and the estimated net realisable value for such product. Accordingly, provision for impairment is made where the net realisable value is less than the cost based on best estimates by the management. The provision for obsolescence of stock is based on the ageing and historical sales pattern. As at 31 March 2024 the stock held by the group totalled £4,811,288. Recoverability of trade debtors The group has recognised trade debtors with a carrying value of £3,821,538. The recoverability of trade debtors is regularly reviewed in the light of the available economic information specific to each debtor and specific provisions are recognised for balances considered to be at risk or irrecoverable.
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M&I Materials Holdings Limited
Notes to the Financial Statements
For the period ended 31 March 2024
The whole of the turnover is attributable to the principle activity of the group.
Analysis of turnover by country of destination:
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M&I Materials Holdings Limited
Notes to the Financial Statements
For the period ended 31 March 2024
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M&I Materials Holdings Limited
Notes to the Financial Statements
For the period ended 31 March 2024
Page 24
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M&I Materials Holdings Limited
Notes to the Financial Statements
For the period ended 31 March 2024
10.Taxation (continued)
There were no factors that may affect future tax charges.
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M&I Materials Holdings Limited
Notes to the Financial Statements
For the period ended 31 March 2024
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M&I Materials Holdings Limited
Notes to the Financial Statements
For the period ended 31 March 2024
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M&I Materials Holdings Limited
Notes to the Financial Statements
For the period ended 31 March 2024
Page 28
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M&I Materials Holdings Limited
Notes to the Financial Statements
For the period ended 31 March 2024
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M&I Materials Holdings Limited
Notes to the Financial Statements
For the period ended 31 March 2024
21.Share capital (continued)
On 22 May 2023, the company was incorporated and 1 Ordinary share of £1 was issued for consideration of £1.
On 11 December 2023, the 1 Ordinary share of £1 was redesignated as 1 A Ordinary share of £1, and the following shares were allotted: - 27,299,999 A Ordinary shares of £1 for consideration of £27,299,999 - 162,700,000 B Ordinary shares of £1 for consideration of £162,700,000 - 1 C Ordinary share of £0.01 for consideration of £0.01 On 11 December 2023, the A Ordinary shares of £1 were redesignated into 5,000,000 A1 Ordinary shares of £1 and 22,300,000 B1 Ordinary shares of £1 and the B Ordinary shares were redesignated into 162,700,000 B2 Ordinary shares of £1 On 12 December 2023, the following shares were allotted: - 10 A2 Ordinary shares of £0.0001 for consideration of £0.001 On 12 December 2023, the company entered into a demerger agreement and the share capital was reduced to: - 5,000,000 A1 Ordinary shares of £1 -10 A2 Ordinary shares of £0.0001 - 1 C Ordinary share of £0.01 This was done by cancelling 22,300,000 B1 Ordinary shares of £1 and 162,700,000 B2 Ordinary shares of £1 and the aggregate paid-up capital that was cancelled was repaid to the members of the company. Such repayment was satisfied by the transfer of the entire share capital of M&I Materials Developments Limited. The Ordinary A1 shares of £1 each are irredeemable and have full rights in the company with regard to voting, dividend and capital distribution. The Ordinary A2 shares of £0.0001 each are irredeemable and have full rights in the company with regard to dividend and capital distribution. The A2 shares do not have any voting rights. The Ordinary C shares of £0.01 each are irredeemable and have full rights in the company with regard to voting and dividends. The C shares do not have any capital distribution rights.
Profit and loss account
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M&I Materials Holdings Limited
Notes to the Financial Statements
For the period ended 31 March 2024
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M&I Materials Holdings Limited
Notes to the Financial Statements
For the period ended 31 March 2024
The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £83,115. Contributions totalling £51,087 were payable to the fund at the balance sheet date and are included in creditors.
This is the largest group in which the results of the company and its group are consolidated and no other group financial statements include the results of the company.
The company's ultimate controlling party is G Salt, the sole director of the company.
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