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Registered number: 14883974









M&I Materials Holdings Limited









Annual Report and Financial Statements

For the period ended 31 March 2024

 
M&I Materials Holdings Limited
 
 
Company Information


Director
G J Salt (appointed 22 May 2023)




Registered number
14883974



Registered office
Hibernia Way
Trafford Park

Manchester

Greater Manchester

M32 0ZD




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

SK1 3GG





 
M&I Materials Holdings Limited
 

Contents



Page
Group strategic report
1 - 2
Director's report
3 - 4
Independent auditors' report
5 - 8
Consolidated profit and loss account
9
Consolidated balance sheet
10
Company balance sheet
11
Consolidated statement of changes in equity
12
Company statement of changes in equity
13
Consolidated statement of cash flows
14
Consolidated analysis of net debt
15
Notes to the financial statements
16 - 32


 
M&I Materials Holdings Limited
 
 
Group Strategic Report
For the period ended 31 March 2024

Introduction
 
The director presents his strategic report together with the audited financial statements for the period ended 31 March 2024.

Business review
 
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). 

Principal risks and uncertainties
 
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
 
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.

Other key performance indicators
 
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.

Page 1

 
M&I Materials Holdings Limited
 

Group Strategic Report (continued)
For the period ended 31 March 2024

Director's statement of compliance with duty to promote the success of the Group
 
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.



G J Salt
Director

Date: 27 March 2025

Page 2

 
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.

Director's responsibilities statement

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.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the 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 2006He 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.

Results and dividends

The loss for the period, after taxation, amounted to £3,325,198.

The directors do not recommend the payment of a final dividend.

Director

The director who served during the period was:

G J Salt (appointed 22 May 2023)

Environmental matters

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.

Financial instruments

The group's approach to the use of financial instruments is addressed in the Strategic Report.

Page 3

 
M&I Materials Holdings Limited
 
 
 
Director's Report (continued)
For the period ended 31 March 2024

Research and development activities

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.

Disclosure of information to auditors

The director at the time when this director's report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events and future developments

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.

Auditors

The auditorsHurst Accountants Limitedwill 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.
 



G J Salt
Director

Date: 27 March 2025

Page 4

 
M&I Materials Holdings Limited
 
 
 
Independent Auditors' Report to the Members of M&I Materials Holdings Limited
 

Opinion


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 policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2024 and of the Group's loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.


Conclusions relating to going concern


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.


Other information


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 ReportOur 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.


Page 5

 
M&I Materials Holdings Limited
 
 
 
Independent Auditors' Report to the Members of M&I Materials Holdings Limited (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the group strategic report and the 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.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the group strategic report or the director's 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:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's 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 director's responsibilities statement set out on page 3, the director is 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 director determines 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 director is responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
M&I Materials Holdings Limited
 
 
 
Independent Auditors' Report to the Members of M&I Materials Holdings Limited (continued)


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 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. 

Page 7

 
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.


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 2006Our 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.



Anthony Woodings (senior statutory auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Stockport
SK1 3GG

27 March 2025
Page 8

 
M&I Materials Holdings Limited
 
 
Consolidated Profit and Loss Account
For the period ended 31 March 2024

Period 11 December 2023 to 31 March 2024
Note
£

  

Turnover
 4 
5,639,253

Cost of sales
  
(613,749)

Gross profit
  
5,025,504

Distribution costs
  
(1,719,932)

Administrative expenses
  
(6,230,078)

Operating (loss)/profit
 5 
(2,924,506)

Interest receivable and similar income
 9 
9,557

(Loss)/profit before tax
  
(2,914,949)

Tax on (loss)/profit
 10 
(410,249)

(Loss)/profit for the financial period
  
(3,325,198)

Owners of the parent
  
(3,325,198)

There are no items of other comprehensive income for 2024 other than the (loss)/profit for the periodAs a result, no separate Statement of Comprehensive Income has been presented.

The notes on pages 16 to 32 form part of these financial statements.

Page 9

 
M&I Materials Holdings Limited
Registered number: 14883974

Consolidated Balance Sheet
As at 31 March 2024

2024
Note
£

Fixed assets
  

Intangible assets
 12 
(10,904,561)

Tangible assets
 13 
2,234,665

  
(8,669,896)

Current assets
  

Stocks
 15 
4,811,288

Debtors: amounts falling due within one year
 16 
4,230,514

Cash at bank and in hand
 17 
5,355,268

  
14,397,070

Creditors: amounts falling due within one year
 18 
(3,708,732)

Net current assets
  
 
 
10,688,338

Total assets less current liabilities
  
2,018,442

Provisions for liabilities
  

Deferred taxation
 20 
(343,640)

  
 
 
(343,640)

Net assets
  
1,674,802


Capital and reserves
  

Called up share capital 
 21 
5,000,000

Profit and loss account
 22 
(3,325,198)

Equity attributable to owners of the parent Company
  
1,674,802


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


G J Salt
Director

Date: 27 March 2025

The notes on pages 16 to 32 form part of these financial statements.

Page 10

 
M&I Materials Holdings Limited
Registered number: 14883974

Company Balance Sheet
As at 31 March 2024

2024
Note
£

Fixed assets
  

Investments
 14 
5,000,000

  

  

  

Net assets
  
5,000,000


Capital and reserves
  

Called up share capital 
 21 
5,000,000


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


G J Salt
Director

Date: 27 March 2025

The notes on pages 16 to 32 form part of these financial statements.

Page 11

 
M&I Materials Holdings Limited
 

Consolidated Statement of Changes in Equity
For the period ended 31 March 2024


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the period
-
(3,325,198)
(3,325,198)
(3,325,198)
Total comprehensive income for the period
-
(3,325,198)
(3,325,198)
(3,325,198)

Shares issued during the period
190,000,000
-
190,000,000
190,000,000

Shares cancelled during the period
(185,000,000)
-
(185,000,000)
(185,000,000)


At 31 March 2024
5,000,000
(3,325,198)
1,674,802
1,674,802

The notes on pages 16 to 32 form part of these financial statements.

Page 12

 
M&I Materials Holdings Limited
 

Company Statement of Changes in Equity
For the period ended 31 March 2024


Called up share capital
Total equity

£
£


Comprehensive income for the period

Profit for the period
-
-


Contributions by and distributions to owners

Shares issued during the period
190,000,000
190,000,000

Shares cancelled during the period
(185,000,000)
(185,000,000)


At 31 March 2024
5,000,000
5,000,000

The notes on pages 16 to 32 form part of these financial statements.

Page 13

 
M&I Materials Holdings Limited
 

Consolidated Statement of Cash Flows
For the period ended 31 March 2024

2024
£

Cash flows from operating activities

(Loss) for the financial period
(3,325,198)

Adjustments for:

Depreciation of tangible assets
91,159

Interest received
(9,557)

Taxation charge
410,249

Decrease in stocks
1,007,796

(Increase) in debtors
(2,325,229)

Increase in creditors
549,750

Corporation tax received
134,687

Net cash used in operating activities

(3,466,343)


Cash flows from investing activities

Purchase of tangible fixed assets
(1,039,166)

Purchase of fixed asset investments
9,851,220

Interest received
9,557

Net cash from investing activities

8,821,611


Net increase in cash and cash equivalents
5,355,268

Cash and cash equivalents at the end of period
5,355,268


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
5,355,268

5,355,268


The notes on pages 16 to 32 form part of these financial statements.

Page 14

 
M&I Materials Holdings Limited
 

Consolidated Analysis of Net Debt
For the period ended 31 March 2024




On acquisition At 11 December 2023
Cash flows
At 31 March 2024
£

£

£

Cash at bank and in hand

9,851,220

(4,495,952)

5,355,268


9,851,220
(4,495,952)
5,355,268

The notes on pages 16 to 32 form part of these financial statements.

Page 15

 
M&I Materials Holdings Limited
 
 
 
Notes to the Financial Statements
For the period ended 31 March 2024

1.


General information

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

 
2.1

Basis of preparation of financial statements

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:

 
2.2

Basis of consolidation

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.

Page 16

 
M&I Materials Holdings Limited
 
 
 
Notes to the Financial Statements
For the period ended 31 March 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 17

 
M&I Materials Holdings Limited
 
 
 
Notes to the Financial Statements
For the period ended 31 March 2024

2.Accounting policies (continued)

 
2.6

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.7

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 18

 
M&I Materials Holdings Limited
 
 
 
Notes to the Financial Statements
For the period ended 31 March 2024

2.Accounting policies (continued)

 
2.8

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated profit and loss account over its useful economic life.
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

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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.

 
2.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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:

Plant and machinery
-
3 to 10 years
Fixtures and fittings
-
3 to 10 years

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.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 19

 
M&I Materials Holdings Limited
 
 
 
Notes to the Financial Statements
For the period ended 31 March 2024

2.Accounting policies (continued)

 
2.11

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.12

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.13

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.14

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.15

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.16

Financial instruments

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. 
 
Page 20

 
M&I Materials Holdings Limited
 
 
 
Notes to the Financial Statements
For the period ended 31 March 2024

2.Accounting policies (continued)


2.16
Financial instruments (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.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The key sources of estimation uncertainty and critical accounting judgements in applying the group's policies are as follows:
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.

Page 21

 
M&I Materials Holdings Limited
 
 
 
Notes to the Financial Statements
For the period ended 31 March 2024

4.


Turnover

The whole of the turnover is attributable to the principle activity of the group.

Analysis of turnover by country of destination:

2024
£

United Kingdom
5,639,253

5,639,253



5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2024
£

Exchange differences
(93,241)


6.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors and their associates:


2024
£

Fees payable to the Company's auditors for the audit of the consolidated and parent and subsidiary Company's financial statements
47,700

Fees payable to the Company's auditors in respect of:

Audit-related assurance services
15,400

Taxation compliance services
29,000

All taxation advisory services not included above
103,093

Corporate finance services not included above
149,289

All non-audit services not included above
44,656

Page 22

 
M&I Materials Holdings Limited
 
 
 
Notes to the Financial Statements
For the period ended 31 March 2024

7.


Employees

Staff costs were as follows:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
2,788,325
-
-
-

Social security costs
321,785
-
-
-

Cost of defined contribution scheme
83,115
-
-
-

3,193,225
-
-
-


The average monthly number of employees, including the director, during the period was as follows:



Group
Company
        2024
        2024
            No.
            No.







Commercial, technical and administration
68
1



Production
59
-

127
1


8.


Director's remuneration

2024
£

Director's emoluments
201,918

201,918


The highest paid director received remuneration of £201,918.


9.


Interest receivable

2024
£


Other interest receivable
9,557

9,557

Page 23

 
M&I Materials Holdings Limited
 
 
 
Notes to the Financial Statements
For the period ended 31 March 2024

10.


Taxation


2024
£

Corporation tax


Current tax on profits for the year
349,418


349,418


Total current tax
349,418

Deferred tax


Origination and reversal of timing differences
60,831

Total deferred tax
60,831


Tax on (loss)/profit
410,249

Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 25%. The differences are explained below:

2024
£


(Loss)/profit on ordinary activities before tax
(2,914,949)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
(728,737)

Effects of:


Other timing differences leading to an increase (decrease) in taxation
1,138,986

Total tax charge for the period
410,249

Page 24

 
M&I Materials Holdings Limited
 
 
 
Notes to the Financial Statements
For the period ended 31 March 2024
 
10.Taxation (continued)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


11.


Exceptional items

2024
£


Intercompany write-off
28,861,757

Fair value adjustment
(28,861,757)

-

Prior to the acquisition of M&I Materials Limited, Midel and MiVolt were hived out of that company into a new company, M&I Materials Development Limited, creating an inter-company account.  During the period to 31 March 2024, this intercompany balance was subsequently written off resulting in the exceptional item above.  A fair value adjustment has been made in relation to the intercompany account that was acquired but subsequently written off. 


12.


Intangible assets

Group and Company




Goodwill

£



Cost


On acquisition of subsidiaries
(10,904,561)



At 31 March 2024

(10,904,561)






Net book value



At 31 March 2024
(10,904,561)

During the period, the company acquired the entire share capital of M&I Materials Limited.  The fair value of the net assets acquired exceeded the cost of the business combination, as seen in Note 22, and as a result, negative goodwill arose.
This excess will be released to profit and loss during future periods as the non-monetary assets to be acquired will be charged to the profit and loss.  



Page 25

 
M&I Materials Holdings Limited
 
 
 
Notes to the Financial Statements
For the period ended 31 March 2024

13.


Tangible fixed assets

Group






Plant and machinery
Fixtures and fittings
Total

£
£
£



Cost or valuation


Additions
685,850
353,316
1,039,166


Acquisition of subsidiary
849,194
437,464
1,286,658



At 31 March 2024

1,535,044
790,780
2,325,824



Depreciation


Charge for the period
61,095
30,064
91,159



At 31 March 2024

61,095
30,064
91,159



Net book value



At 31 March 2024
1,473,949
760,716
2,234,665


14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
190,000,000


Disposals
(185,000,000)



At 31 March 2024
5,000,000




On 11 December 2023, the company acquired M&I Materials Limited and its subsidiary, M&I Materials Developments Limited.
On 12 December 2023, the company disposed of the entire share capital of M&I Materials Developments Limited via a capital reduction demerger (see Note 20 for details).

Page 26

 
M&I Materials Holdings Limited
 
 
 
Notes to the Financial Statements
For the period ended 31 March 2024

Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

M & I Materials Limited
Hibernia Way, Trafford Park, Manchester,  M32 0ZD
Ordinary
100%


Indirect subsidiary undertaking


The following was an indirect subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Apiezon Products Limited (dormant company)
Hibernia Way, Trafford Park, Manchester, M32 0ZD
Ordinary
100%


15.


Stocks

Group
2024
£

Raw materials and consumables
1,596,854

Work in progress (goods to be sold)
2,478,294

Finished goods and goods for resale
736,140

4,811,288


The difference between purchase price or production cost of stocks and their replacement cost is not material.


16.


Debtors

Group
2024
£


Trade debtors
3,821,538

Other debtors
262,022

Prepayments and accrued income
146,954

4,230,514


Page 27

 
M&I Materials Holdings Limited
 
 
 
Notes to the Financial Statements
For the period ended 31 March 2024

17.


Cash and cash equivalents

Group
2024
£

Cash at bank and in hand
5,355,268

5,355,268



18.


Creditors: Amounts falling due within one year

Group
2024
£

Trade creditors
475,014

Amounts owed to group undertakings
100

Corporation tax
389,435

Other taxation and social security
222,990

Other creditors
2,449,838

Accruals and deferred income
168,100

Financial instruments
3,255

3,708,732



19.


Financial instruments

Group
2024
£



Financial liabilities

Derivative financial instruments measured at fair value through profit or loss
(3,255)


Derivative financial instruments measured at fair value through profit or loss comprise of fair value gains/(losses) on forward contracts.

Page 28

 
M&I Materials Holdings Limited
 
 
 
Notes to the Financial Statements
For the period ended 31 March 2024

20.


Deferred taxation


Group



2024


£






Charged to the profit or loss
(10,685)


Acquisition of subsidiary
(332,955)



At end of year
(343,640)

Group
2024
£

Accelerated capital allowances
(362,034)

Other item
18,394

(343,640)


21.


Share capital

2024
£
Allotted, called up and fully paid


5,000,000 Ordinary A1 shares of £1.0000 each
5,000,000
10 Ordinary A2 shares of £0.0001 each
-
1 Ordinary C share of £0.0100
-

5,000,000


Page 29

 
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.


22.


Reserves

Profit and loss account

Comprises all current year retained profits and losses. 



Page 30

 
M&I Materials Holdings Limited
 
 
 
Notes to the Financial Statements
For the period ended 31 March 2024

23.
 

Business combinations

On the 11 December 2023, M&I Materials Holdings Limited aquired M&I Materials Limited by way of a share for share exchange.  

Acquisition of M&I Materials Limited.

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Net assets aquired
1,286,658
-
1,286,658

Current Assets

Stocks
5,819,084
-
5,819,084

Debtors
30,767,041
(28,861,757)
1,905,284

Cash at bank and in hand
9,851,220
-
9,851,220

Total Assets
47,724,003
(28,861,757)
18,862,246

Creditors

Due within one year
(2,624,730)
-
(2,624,730)

Deferred taxation
(332,955)
-
(332,955)

Total Identifiable net assets
44,766,318
(28,861,757)
15,904,561


Goodwill
(10,904,561)

Total purchase consideration
5,000,000

Consideration

£


Equity instruments
5,000,000

Cash outflow on acquisition


The results of M&I Materials Limited. since acquisition are as follows:

Current period since acquisition
£

Turnover
5,639,253

Loss for the period since acquisition
(3,325,198)

Page 31

 
M&I Materials Holdings Limited
 
 
 
Notes to the Financial Statements
For the period ended 31 March 2024

24.


Pension commitments

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. 


25.


Related party transactions

The director have chosen not to disclose transactions entered into with other companies wholly owned within the group as permitted under FRS 102 paragraph 33.1A.


26.


Controlling party

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. 

 
Page 32