The directors present the strategic report for the year ended 31 December 2024.
Background
The group are paper board suppliers and laminated chipboard suppliers with 40 years’ experience in the industry. The trading company, Preston Board & Packaging Limited was founded in 1981 by its current owners David Hardman and Charles Ingham.
The group is the last privately owned chipboard mill in the UK.
In 1994, the group purchased the Romiley Board Mill in Romiley, Cheshire which was a primary supplier of unlined chipboard to the laminating factory at Preston. The merger of these businesses created a more capable and dynamic company for customers.
During the course of the year the group continued its business of the sale of board and packaging products.
The key performance indicators for the group are turnover and gross profit %.
The group has had a challenging year in 2024, material oversupply in the market and board being supplied from Europe has lead to reduced prices in the UK market, this has been seen throughout the year. The group has had to react to these pressures by reducing prices and saving costs where applicable. The group has continued to invest in machinery and a new automated storage facility to allow them to expand their product range and diversify to new customers. Management has continued to seek growth and achieved new markets post year end along with serving the requirements of their current customer base.
Turnover has decresed by 11.6% in the year to £38,121,000 due to a reduction in overall demand in the UK market and a reduction in the sales price and oversupply from Europe.
Gross margin has decreased to 25.6% (2023: 27.9%) as a result of the group passing on any incurred cost increases to customers.
The group continues to monitor costs closely, rationalising the cost base, and fixing prices where possible as the price and availability of material supplies and wholesale gas have become major factors to the industry. Market prices have fluctuated significantly over the course of the year and again, uncertainties surrounding the paper import market have also lead to price reductions.
The combination of the factors noted above resulted in a profit after tax for the year of £2,353,000 (2023: £2,271,000).
European trade risk
Management believe one of the group's key risk is the availability of materials. European board mills have been increasing their sales in the UK, this has led to a reduction in the board prices in the UK market. Management mitigate some of this risk by reducing the output of the board mill.
Wholesale gas prices
The price of wholesale gas started the year at below £155 p/Therm and finished under £85 p/Therm. The group has reduced its exposure by forward purchased power going forward, and the spikes seen in prior years have now stablised.
Legislative and regulatory risk
The directors remain alert to the impact of regulatory and legislative changes on the group's operations. Environmental factors including Greenhouse Gas Emissions and Net Zero has been identified as the principle risks in this area at the moment.
Foreign currency risk
The group has no operations outside of the UK but purchases and sells goods and services denominated in currencies other than sterling. As a result the value of the group's non-sterling revenues, purchases, financial assets, liabilities and cash flows can be affected significantly by movements in exchange rates in general.
The group's transactional currency exposure arises from sales or purchases in currencies other than its functional currency. It is the group's policy not to enter into forward contracts.
Liquidity risk
The group mitigates liquidity risk by managing cash generation by its operations and applying cash collection targets. The group's funding is not reliant on external finance and is wholly provided by group funds.
Price risk
The group does not enter into swap or option contracts. No trading in derivative financial instruments has been undertaken in the year.
During the year the group has continued to invest in its board recycling division, to enable opportunities in new markets. The directors believe that the group is well positioned to take advantage of future opportunities through all of its divisions.
Future developments
Marblegrange have continued to analyse the market factors to find new markets to operate within. We are in the process of opening a third unit to enable us to do this.
This statement by the board describes how the responsibilities under s172(1)(a) to (f) of the Companies Act 2006 have been approached in the financial period ending 31 December 2024.
The directors consider that they have acted in good faith to promote the success of the group on behalf of the stakeholders, in relation to matters set out in s172 of the Act.
The stakeholders of the business include the employees, clients and suppliers of the business.
The directors monitor and review strategic objectives against long term growth plans and regular reviews at departmental and board level are held across the business in the key areas. These areas being HSQE, Financial performance, Operations, Human Resources and Risks and Opportunities.
HSQE is considered to be fundamental to the management of the business by the directors. Safe working practices that minimise environmental impact are key to the success of the business and vitally important for our stakeholders, the communities and the environments we work in.
The fundamental principle in the governance of Marblegrange Limited and its subsidiary Preston Board and Packaging Limited and all associates is the clear, fair and trusting approach to all interactions with employees, clients and suppliers, This is reflected in the length of service of employees and management teams and the longevity of the relationships with our clients and suppliers.
The group’s employees, clients and suppliers are critical to the success of the business and so it is recognised that engagement is an important aspect in those relationships.
The directors recognise and understand that it is important to keep employees informed of all matters concerning them and does this in a number of ways including newsletters, meetings, verbal and written communications. The views and interests of employees are considered in consultation with them through working groups or forums, which evolve over time to meet the needs of all parties. The policy of the group is to consult and discuss with employees any issues that arise in accordance with relevant procedures or legislation.
The group has an equal opportunities policy and is committed to the principles within the policy in respect of all stakeholders.
The group has built, and continues to grow, the business on a reputation for delivering excellent customer service. The group, through the senior management and employees, strives continuously to improve in every aspect of the products and services it provides, for the mutual benefit of all stakeholders.
The group enjoys good relationships with suppliers in relation to credit arrangements and takes a firm approach to debtor management. Payment terms reduce the risk to the business whilst the process for debt collection minimises the risk of non payments.
The directors have overall responsibility for delivering the group’s strategy and values and for ensuring high standards of governance. The primary aim of the directors is to promote the long term sustainable success of the group to generate benefit for the stakeholders. Throughout the next financial year, the directors will continue to review, improve and challenge the engagement with all stakeholders.
The group has an equal opportunities policy and is committed to the principles within the policy in respect of all stakeholders.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on page 10.
Ordinary dividends were paid amounting to £1,000,000. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.
MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2021 UK Government’s Conversion Factors for Company Reporting
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £1m of revenue.
We have audited the financial statements of Marblegrange Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise 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 significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' 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 and 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 directors with respect to going concern are described in the relevant sections of this report.
Other information
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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below:
Enquiries with management about any known or suspected instances of non-compliance with laws and regulations;
Enquires with management about any known or suspected instances of fraud;
Auditing the risk of fraud in revenue by testing a sample of transactions throughout the year, to ensure they have been recorded within the accounts;
Examination of journal entries and other adjustments to test for appropriateness and identify any instances of management override of controls; and
Review of legal and professional expenditure to identify any evidence of ongoing litigation or enquiries.
Because of the field in which the client operates we identified that employment law, health and safety legislation and compliance with the UK Companies Act are the areas most likely to have a material impact on the financial statements.
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £933,000 (2023 - £2,005,000 profit).
Marblegrange Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Arkwright Mill, Greenbank Street, Preston, PR1 7JS.
The group consists of Marblegrange Limited and all of its subsidiaries.
The company's principal activities and nature of its operations are disclosed in the Directors Report.
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 £'000.
The financial statements have been prepared under the historical cost convention, modified to deemed cost. 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 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: Interest income/expense and net gains/losses for financial instruments not measured at fair value; 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.
The consolidated group financial statements consist of the financial statements of the parent company Marblegrange Limited together with all entities controlled by the parent company (its subsidiaries).
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.
The directors have considered the impact of the principal risks and uncertainties on the business going forward. At the time of approving the financial statements, the directors have a reasonable expectation that the company and group have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods 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.
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.
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.
An amount equal to the excess of the annual depreciation charge on the revalued assets over the notional historical cost depreciation charge on those assets is transferred annual from the revaluation reserve to the profit and loss reserve.
In the separate accounts of the company, interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversal of impairment losses are recognised immediately in the profit and loss.
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.
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 or , 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.
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, 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.
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.
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.
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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred 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 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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss 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 leased asset are consumed.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
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 in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are 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.
The useful economic life of tangible fixed assets is judged at the point of purchase and reviewed at each balance sheet date. Further details are provided within note 1.5 to the financial statements. Freehold land is not depreciated.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 December 2024 are as follows:
Freehold land and buildings with a carrying amount of £353,000 (2023 - £371,000) have been pledged to secure borrowings of the group. The group is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.
Until 31 December 1999 the policy of the company was to revalue freehold properties. At 31 December 1999, the Group adopted the transitional provisions of FRS 15 'Tangible Fixed Assets', whereby previous valuations were retained and not updated. It is now the company policy not to revalue fixed assets.
If revalued assets were stated on an historical cost basis rather than a deemed cost basis, the total amounts included would have been as follows:
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax liability set out above is not expected to materially reverse within 12 months.
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.
At the reporting end date, the pension creditor was £4,000 (2023: £3,000).
The A1 and A2 shares carry full voting, dividend and capital rights.
The B shares carry full capital rights but have no voting or dividend rights.
The C shares carry full voting rights, and dividend rights equating to 95% of the dividends declared on A1 and A2 shares. C shares carry no capital rights.
The D shares carry dividends rights, such that they are entitled to dividends of 5% of the dividends declared on A1 and A2 shares. D shares carry no capital or voting rights.
The cumulative revaluation gains and losses in respect of land and buildings, except revaluation gains and losses recognised in prior years.
Cumulative profit and loss net of distributions to owners.
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:
Amounts contracted for but not provided in the financial statements:
The remuneration of key management personnel is as follows.
During the year the group entered into the following transactions with related parties:
The following amounts were outstanding at the reporting end date:
On 31 January 2023 the Marblegrange Limited issued new classes of share capital, subsequently the company has no ultimate controlling party.