Company Registration No. 15496399 (England and Wales)
GMI UK HOLDINGS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
GMI UK HOLDINGS LTD
COMPANY INFORMATION
Director
J Lynch
Company number
15496399
Registered office
C/O Locke Lord (Uk) Llp
201 Bishopsgate
London
United Kingdom
EC2M 3AB
Auditor
Jack Ross Limited
Barnfield House
The Approach
Manchester
M3 7BX
GMI UK HOLDINGS LTD
CONTENTS
Page
Strategic report
1
Director's report
2
Director's responsibilities statement
3
Independent auditor's report
4 - 5
Profit and loss account
6
Statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 28
GMI UK HOLDINGS LTD
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 1 -
The director presents the strategic report for the period ended 31 December 2024.
Fair review of the business
The Group comprises GMI UK Holdings Ltd as the parent holding company and Buxton Special Alloys Limited as the trading subsidiary, which was acquired on 15 March 2024.
Buxton Special Alloys is a specialist stockholder and processor of high-performance alloys, serving primarily the oil and gas sector. Additional key markets include nuclear, defence, chemical, and wider energy industries. Throughout 2024, the business operated against a backdrop of subdued global demand and cost pressures, which impacted turnover and profitability. Despite these conditions, Buxton remained committed to operational excellence, maintaining strong service levels and delivery standards across its international customer base. A key milestone during the year was the acquisition of the company by the GMI Group (“GMI”), headquartered in the US, positioning Buxton within a broader industrial group and laying the groundwork for future strategic investment and growth.
Principal risks and uncertainties
The Group faces several commercial and operational risks. These include volatility in oil and gas demand, raw material price fluctuations, and currency exposure linked to international trading. The company also operates in technically demanding markets requiring rigorous quality and compliance frameworks, which present ongoing resourcing and regulatory challenges. Geopolitical instability and supply chain pressures remain external risks that the business monitors closely. Management continues to mitigate these risks through diversification of supply, strong customer relationships, and active cost control.
Development and performance
This performance includes the impact of one-off strategic costs incurred during the year as part of the company’s structural transition under new ownership. Excluding these items, underlying trading performance remained broadly in line with expectations given the market backdrop.
KPI
The following financial KPIs are used to assess the performance of the business:
J Lynch
Director
25 May 2025
GMI UK HOLDINGS LTD
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -
The director presents his annual report and financial statements for the period ended 31 December 2024.
Principal activities
The principal activity of the company was that of a holding company. The principal activity of the group was that of a stockholder and machinist of Stainless Steel, Duplex, Super Duplex and Nickel Alloys.
Director
The director who held office during the period and up to the date of signature of the financial statements was as follows:
J Lynch
Results and dividends
The results for the period are set out on page 6.
No ordinary dividends were paid. The director does not recommend payment of a further dividend.
Auditor
Jack Ross Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company and group is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company and group is aware of that information.
On behalf of the board
J Lynch
Director
25 May 2025
GMI UK HOLDINGS LTD
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 3 -
The director is responsible for preparing the Annual Report and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, 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 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 and company will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
GMI UK HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GMI UK HOLDINGS LTD
- 4 -
Opinion
We have audited the financial statements of GMI UK Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the Group Profit And Loss Account, the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including 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 FRS 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 the parent company's affairs as at 31 December 2024 and of its 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
the director's use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
the director has not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's or the parent company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The director is responsible for the other information. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the 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 Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.
GMI UK HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GMI UK HOLDINGS LTD
- 5 -
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 Strategic Report and the Director's 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 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 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 director
As explained more fully in the Director's Responsibilities Statement, 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 directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the 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 intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Umar Memon FCA (Senior Statutory Auditor)
For and on behalf of Jack Ross Limited, Statutory Auditor
Chartered Accountants
Barnfield House
The Approach
Manchester
25 May 2025
GMI UK HOLDINGS LTD
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 6 -
Period
ended
31 December
2024
Notes
£
Turnover
3
7,096,781
Cost of sales
(5,672,481)
Gross profit
1,424,300
Administrative expenses
(2,633,215)
Operating loss
4
(1,208,915)
Interest receivable and similar income
7
3,066
Interest payable and similar expenses
8
(646,449)
Loss before taxation
(1,852,298)
Taxation
9
256,152
Loss for the financial period
(1,596,146)
(Loss)/profit for the financial period is attributable to:
- Owners of the parent company
(1,480,287)
- Non-controlling interests
(115,859)
(1,596,146)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
GMI UK HOLDINGS LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 7 -
Period
ended
31 December
2024
£
Loss for the period
(1,596,146)
Other comprehensive income
-
Total comprehensive income for the period
(1,596,146)
Total comprehensive income for the period is attributable to:
- Owners of the parent company
(1,480,287)
- Non-controlling interests
(115,859)
(1,596,146)
GMI UK HOLDINGS LTD
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 8 -
2024
Notes
£
£
Fixed assets
Goodwill
10
1,834,964
Other intangible assets
10
34,800
Total intangible assets
1,869,764
Tangible assets
11
22,254
1,892,018
Current assets
Stocks
15
6,555,213
Debtors
16
2,337,045
Cash at bank and in hand
398,154
9,290,412
Creditors: amounts falling due within one year
17
(4,892,784)
Net current assets
4,397,628
Total assets less current liabilities
6,289,646
Creditors: amounts falling due after more than one year
18
(6,931,242)
Net liabilities
(641,596)
Capital and reserves
Called up share capital
22
1,817,033
Profit and loss reserves
(2,458,629)
Total equity
(641,596)
The financial statements were approved and signed by the director and authorised for issue on 25 May 2025
25 May 2025
J Lynch
Director
GMI UK HOLDINGS LTD
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 9 -
2024
Notes
£
£
Fixed assets
Investments
12
7,629,261
Current assets
Debtors
16
100
Creditors: amounts falling due within one year
17
(1,153,411)
Net current liabilities
(1,153,311)
Total assets less current liabilities
6,475,950
Creditors: amounts falling due after more than one year
18
(5,257,328)
Net assets
1,218,622
Capital and reserves
Called up share capital
22
1,817,033
Profit and loss reserves
(598,411)
Total equity
1,218,622
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £598,411.
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved and signed by the director and authorised for issue on 25 May 2025
25 May 2025
J Lynch
Director
Company Registration No. 15496399
GMI UK HOLDINGS LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 10 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
Period ended 31 December 2024:
Loss and total comprehensive income for the period
-
(1,480,287)
(1,480,287)
(115,859)
(1,596,146)
Issue of share capital
22
1,817,033
-
1,817,033
-
1,817,033
Acquisition of non-controlling interests
-
-
-
954,450
954,450
Disposal of non-controlling interests
-
-
-
(838,591)
(838,591)
Other movements
-
(978,342)
(978,342)
-
(978,342)
Balance at 31 December 2024
1,817,033
(2,458,629)
(641,596)
(641,596)
GMI UK HOLDINGS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Period ended 31 December 2024:
Loss and total comprehensive income for the period
-
(598,411)
(598,411)
Issue of share capital
22
1,817,033
-
1,817,033
Balance at 31 December 2024
1,817,033
(598,411)
1,218,622
GMI UK HOLDINGS LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 12 -
2024
Notes
£
£
Cash flows from operating activities
Cash absorbed by operations
26
(1,186,127)
Interest paid
(48,038)
Income taxes paid
(42,126)
Net cash outflow from operating activities
(1,276,291)
Investing activities
Purchase of business
(3,859,794)
Purchase of intangible assets
(34,800)
Purchase of tangible fixed assets
(14,838)
Interest received
3,066
Net cash used in investing activities
(3,906,366)
Financing activities
Proceeds from borrowings
5,580,811
Net cash generated from/(used in) financing activities
5,580,811
Net increase in cash and cash equivalents
398,154
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
398,154
GMI UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 13 -
1
Accounting policies
Company information
GMI UK Holdings Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is C/O Locke Lord (Uk) Llp, 201 Bishopsgate, London, United Kingdom, EC2M 3AB.
The group consists of GMI UK Holdings Ltd and all of its subsidiaries.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’ – Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
1.2
Basis of consolidation
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
GMI UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
The consolidated financial statements incorporate those of GMI UK Holdings Ltd and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Buxton Special Alloys Limited has been included in the group financial statements using the purchase method of accounting. Accordingly, the group profit and loss account and statement of cash flows include the results and cash flows of Buxton Special Alloys Limited for the 9.5 month period from its acquisition on 15 March 2024. The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition.
Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates. In the group financial statements, associates are accounted for using the equity method.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. In the group financial statements, joint ventures are accounted for using the equity method.
1.3
Going concern
At the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Reporting period
The financial statements for the company and group are presented for a period shorter than one year due to this being the company's first period of account.
1.5
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
GMI UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.6
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.7
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date if the fair value can be measured reliably.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Development costs
20% straight line
1.8
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and equipment
33% straight line
Fixtures and fittings
33% straight line
Computers
33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
1.9
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
GMI UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.10
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
GMI UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.11
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of replacement cost and cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.12
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.13
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
GMI UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
GMI UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.14
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.15
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.16
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.17
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.18
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.
1.19
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.
GMI UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 20 -
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Turnover and other revenue
An analysis of the group's turnover is as follows:
2024
£
Turnover
Sale of goods
7,096,781
Other significant revenue
Interest income
3,066
Turnover analysed by geographical market
2024
£
UK
5,408,447
Europe
841,533
USA
78,694
Rest of World
768,107
7,096,781
4
Operating loss
2024
£
Operating loss for the period is stated after charging/(crediting):
Exchange losses
13,701
Depreciation of owned tangible fixed assets
4,828
Amortisation of intangible assets
159,562
Cost of stocks recognised as an expense
5,593,774
Stocks impairment losses recognised or reversed
78,707
Operating lease charges
23,495
GMI UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 21 -
5
Auditor's remuneration
2024
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
2,500
Audit of the financial statements of the company's subsidiaries
17,000
19,500
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the period was:
Group
Company
2024
2024
Number
Number
18
-
Their aggregate remuneration comprised:
Group
Company
2024
2024
£
£
Wages and salaries
1,758,769
Social security costs
257,451
Pension costs
22,181
2,038,401
7
Interest receivable and similar income
2024
£
Interest income
Interest on bank deposits
643
Other interest income
2,423
Total income
3,066
Investment income includes the following:
Interest on financial assets not measured at fair value through profit or loss
643
GMI UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 22 -
8
Interest payable and similar expenses
2024
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
649,239
Other interest on financial liabilities
(2,881)
646,358
Other finance costs:
Other interest
91
Total finance costs
646,449
9
Taxation
2024
£
Current tax
UK corporation tax on profits for the current period
(256,152)
The actual charge for the period can be reconciled to the expected charge based on the profit or loss and the standard rate of tax as follows:
2024
£
Loss before taxation
(1,852,298)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(463,075)
Tax effect of expenses that are not deductible in determining taxable profit
152,682
Effect of change in corporation tax rate
14,880
Permanent capital allowances in excess of depreciation
(3,930)
Depreciation on assets not qualifying for tax allowances
1,207
Amortisation on assets not qualifying for tax allowances
39,891
Other permanent differences
2,195
Rounding
(2)
Taxation credit for the period
(256,152)
GMI UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 23 -
10
Intangible fixed assets
Group
Goodwill
Development costs
Total
£
£
£
Cost
At 17 February 2024
Additions - separately acquired
34,800
34,800
Additions - business combinations
1,994,526
1,994,526
At 31 December 2024
1,994,526
34,800
2,029,326
Amortisation and impairment
At 17 February 2024
Amortisation charged for the period
159,562
159,562
At 31 December 2024
159,562
159,562
Carrying amount
At 31 December 2024
1,834,964
34,800
1,869,764
The company had no intangible fixed assets at 31 December 2024.
11
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 17 February 2024
Additions
128
14,000
709
14,837
Business combinations
3,122
3,671
5,452
12,245
At 31 December 2024
3,250
17,671
6,161
27,082
Depreciation and impairment
At 17 February 2024
Depreciation charged in the period
914
2,240
1,674
4,828
At 31 December 2024
914
2,240
1,674
4,828
Carrying amount
At 31 December 2024
2,336
15,431
4,487
22,254
The company had no tangible fixed assets assets at 31 December 2024.
GMI UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 24 -
12
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
13
7,629,261
Movements in fixed asset investments
Company
Shares in group undertakings
£
Cost or valuation
At 17 February 2024
-
Additions
7,629,261
At 31 December 2024
7,629,261
Carrying amount
At 31 December 2024
7,629,261
13
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
Buxton Special Alloys Limited
UK
Stockholder and machinist of metal alloys
Ordinary
100.00
0
14
Financial instruments
Group
Company
2024
2024
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
2,067,312
100
Carrying amount of financial liabilities
Measured at amortised cost
5,893,224
1,153,411
GMI UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 25 -
15
Stocks
Group
Company
2024
2024
£
£
Work in progress
92,769
Finished goods and goods for resale
6,462,444
6,555,213
16
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
2,062,599
Corporation tax recoverable
236,561
Amounts due from group undertakings
100
100
Other debtors
4,613
Prepayments and accrued income
33,172
2,337,045
100
17
Creditors: amounts falling due within one year
Group
Company
2024
2024
Notes
£
£
Other borrowings
19
555,000
555,000
Trade creditors
2,213,422
Amounts due to group undertakings
831,449
Other taxation and social security
229,621
-
Deferred income
20
443,853
Other creditors
598,491
598,411
Accruals and deferred income
20,948
4,892,784
1,153,411
18
Creditors: amounts falling due after more than one year
Group
Company
2024
2024
Notes
£
£
Other borrowings
19
5,257,328
5,257,328
Amounts due to group undertakings
1,673,914
6,931,242
5,257,328
GMI UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 26 -
19
Loans and overdrafts
Group
Company
2024
2024
£
£
Loans from group undertakings
5,812,328
5,812,328
Payable within one year
555,000
555,000
Payable after one year
5,257,328
5,257,328
The long-term loans are secured by fixed and floating charges over the assets of the Group.
20
Government grants
Group
Company
2024
2024
£
£
Other deferred income
443,853
-
21
Retirement benefit schemes
2024
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
22,181
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
22
Share capital
Group and company
2024
Ordinary share capital
£
Issued and fully paid
181,703,334 Ordinary shares of 1p each
1,817,033
23
Acquisitions
GMI UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
23
Acquisitions
(Continued)
- 27 -
On 15 March 2024 the group acquired 80 percent of the issued capital of Buxton Special Alloys Limited. On 4 October 2024 the group acquired the remaining 20 percent of the issues share capital of Buxton Special Alloys Limited. The breakdown of consideration and assets acquired on 15 March 2024 is as follows.
Book Value
Adjustments
Fair Value
£
£
£
Property, plant and equipment
12,244
-
12,244
Inventories
5,385,012
-
5,385,012
Trade and other receivables
2,011,150
-
2,011,150
Cash and cash equivalents
1,952,534
-
1,952,534
Borrowings
(231,617)
-
(231,617)
Trade and other payables
(4,295,354)
-
(4,295,354)
Tax liabilities
(61,717)
-
(61,717)
Total identifiable net assets
4,772,252
-
4,772,252
Non-controlling interests
(954,450)
Goodwill
1,994,526
Total consideration
5,812,328
The consideration was satisfied by:
£
Cash
5,812,328
Contribution by the acquired business for the reporting period included in the consolidated statement of comprehensive income since acquisition:
£
Turnover
7,096,781
Loss after tax
(838,407)
24
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2024
2024
£
£
Within one year
74,216
-
Between two and five years
62,122
-
136,338
-
GMI UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 28 -
25
Related party transactions
Transactions with related parties
Included in other creditors is an amount owed to a director of Buxton Special Alloys Limited of £221. This loan is provided interest free, unsecured and repayable on demand.
26
Cash generated from group operations
2024
£
Loss for the period after tax
(1,596,146)
Adjustments for:
Taxation credited
(256,152)
Finance costs
646,449
Investment income
(3,066)
Amortisation and impairment of intangible assets
159,562
Depreciation and impairment of tangible fixed assets
4,828
Movements in working capital:
(Increase) in stocks
(1,170,201)
(Increase) in debtors
(89,334)
Increase in creditors
674,080
Increase in deferred income
443,853
Cash absorbed by operations
(1,186,127)
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