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AMS Holdco 1 Ltd
Company Information
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AMS Holdco 1 Ltd
Contents
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AMS Holdco 1 Ltd
Strategic Report
for the year ended 31 December 2024
The directors present the audited annual report and accounts for the year ending 31 December 2024.
The ultimate controlling party of AMS Holdco 1 Limited during the year was Mativ Holdings Inc.
AMS Holdco 1 Ltd is a holding company with nine directly and indirectly owned subsidiaries within the Mativ Holdings Inc. Group of companies, a leading global performance materials group. The Company has not traded during the period and there are no plans to do so in the immediate future. During the period, the Company made a loss before tax of £16,554k (2023: £6,101k). The Company increased its investment in an existing subsidiary through the subscription of additional share capital. Management reviewed the carrying value of investments in subsidiaries and impaired them by £10,440k (2023: £Nil). There was an overall net increase in the carrying value of investments during the year to £194,233k at 31 December 2024 (2023: £176,573k).
The Company is an indirect subsidiary of Mativ Holdings Inc. The directors of Mativ Holdings Inc. manage the Group's risks at a Group level, rather than at an individual subsidiary level. The principal risks and uncertainties of Mativ Holdings Inc. which include those of the Company, are discussed in the business review in the Group’s annual report which does not form part of this report.
No KPIs have been used during the year as management deems metrics on non-trading companies to be not applicable.
The directors take their duties and responsibilities seriously when managing the company.
The following highlights how the directors have delivered against the requirements of Section 172 in the application of their duties: Section 172(1) Statement The directors of the Company are responsible for overseeing the operations and strategic direction of the Company and are committed to fulfilling their duties under Section 172 of the Companies Act 2006. In performing their responsibilities, the directors have had regard to the interests of the company’s key stakeholders, including shareholders, subsidiary companies, regulators, and other relevant parties.
Page 1
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AMS Holdco 1 Ltd
Strategic Report (continued)
for the year ended 31 December 2024
Stakeholder Considerations in Decision-Making
As a holding company, the Company does not have direct employees or external customers, but it plays a vital role in supporting and overseeing its subsidiaries and principally in the appointment of Directors and the allocation of capital within the Group’s subsidiaries. The directors engage with the management teams of subsidiary companies to ensure that strategic decisions align with the group’s long-term objectives and the interests of shareholders. The board regularly considers:
∙The financial performance and capital requirements of subsidiary companies, ensuring appropriate funding and governance structures.
∙The distribution of profits through dividends and reinvestment decisions to promote sustainable long-term growth.
∙The regulatory and legal frameworks in which the group operates, ensuring compliance with all relevant obligations.
∙The environmental, social, and governance (ESG) responsibilities of the group as a whole.
This report was approved by the board and signed on its behalf.
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AMS Holdco 1 Ltd
Directors' Report
for the year ended 31 December 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙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 Company will continue in business.
The loss for the year, after taxation, amounted to £13,976k (2023 - loss £6,101k).
Dividends paid during the period amounted to £Nil (December 2023: £Nil) .
The directors who served during the year were:
The directors expect the performance in the upcoming year to remain consistent with the period to 31 December 2024.
The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
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AMS Holdco 1 Ltd
Directors' Report (continued)
for the year ended 31 December 2024
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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AMS Holdco 1 Ltd
Independent Auditors' Report to the Members of AMS Holdco 1 Ltd
We have audited the financial statements of AMS Holdco 1 Ltd (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the 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 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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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AMS Holdco 1 Ltd
Independent Auditors' Report to the Members of AMS Holdco 1 Ltd (continued)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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AMS Holdco 1 Ltd
Independent Auditors' Report to the Members of AMS Holdco 1 Ltd (continued)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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 company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
∙The outcome of enquiries of local management and parent company 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 Company'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 Company 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 Company, including General Data Protection requirements, and Anti-bribery and Corruption.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
∙Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
∙Enquiring of management about any actual and potential litigation and claims.
∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud
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AMS Holdco 1 Ltd
Independent Auditors' Report to the Members of AMS Holdco 1 Ltd (continued)
We have also considered the risk of fraud through management override of controls by:
∙Testing the appropriateness of journal entries and other adjustments to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Cheshire
SK1 3GG
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AMS Holdco 1 Ltd
Statement of Comprehensive Income
for the year ended 31 December 2024
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AMS Holdco 1 Ltd
Registered number: 12607049
Balance Sheet
as at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 19 form part of these financial statements.
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AMS Holdco 1 Ltd
Statement of Changes in Equity
for the year ended 31 December 2024
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AMS Holdco 1 Ltd
Notes to the Financial Statements
for the year ended 31 December 2024
AMS Holdco 1 Limited is a private company limited by shares incorporated in England and Wales, registered number 12607049. The address of the registered office is 125 Old Broad Street, London, England, ECN 1AR. The principal activity is that of an intermediate holding company.
2.Accounting policies
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
This information is included in the consolidated financial statements of Mativ Holdings Inc. as at 31 December 2024 and these financial statements may be obtained from the company Secretary, Mativ Holdings Inc., 100 Kimball Place, Suite 600 Alpharetta, Georgia, 30009, USA.
Copies of the consolidated financial statements of Mativ Holdings Inc. may be obtained from its registered office, Mativ Holdings Inc., 100 Kimball Place, Suite 600 Alpharetta, Georgia, 30009, USA. or on the Mativ company website.
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AMS Holdco 1 Ltd
Notes to the Financial Statements
for the year ended 31 December 2024
2.Accounting policies (continued)
At the year end, the company had net current liabilities of £325m (2023: £321m) and net liabilities of £131m (2023: £145m). Management has confirmed that the group will provide appropriate support, both through non-recall of intercompany debt, and cash provided by the trading subsidiaries where necessary, such that the company will be able to continue to meet its debt repayments as they fall due.
As a result, the financial statements are prepared on a going concern basis.
The following new standards and amendments are effective for the period beginning 1 January 2024:
∙Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
∙Non-current Liabilities with Covenants (Amendments to IAS 1)
∙Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
∙Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
None of these amendments had any impact on the company.
Functional and presentation currency
Transactions and balances
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AMS Holdco 1 Ltd
Notes to the Financial Statements
for the year ended 31 December 2024
2.Accounting policies (continued)
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Financial liabilities
At amortised cost
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AMS Holdco 1 Ltd
Notes to the Financial Statements
for the year ended 31 December 2024
The key sources of estimation, uncertainty and critical accounting judgements in applying the company’s policies are as follows: Carrying value of investments The assessment of the discounted cash flows and the key inputs into the future forecasts for the investments involves the use of market participant discount rates calculated at a CGU level. This includes the addition of a premium to reflect the current size and market capitalisation of the Company and compares this to a set of relevant comparators. The cash flows used for these assessments have been calculated using a management approved forecast. Should these estimates vary, the profit or loss and balance sheet of the following years could be significantly impacted. The carrying value of investments at the balance sheet date was £194,233k (2023: £176,573k). An impairment charge of £10,440k (2023: £nil) was recognised in the current year.
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AMS Holdco 1 Ltd
Notes to the Financial Statements
for the year ended 31 December 2024
The company has carried forward losses
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AMS Holdco 1 Ltd
Notes to the Financial Statements
for the year ended 31 December 2024
Page 17
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AMS Holdco 1 Ltd
Notes to the Financial Statements
for the year ended 31 December 2024
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AMS Holdco 1 Ltd
Notes to the Financial Statements
for the year ended 31 December 2024
On 18 December 2024, the company allotted and issued 35,683,627 Ordinary shares with a nominal value of $1 each and an aggregate value of £28,100k
Share premium account
Profit and loss account
The Company's immediate parent Company is Mativ Luxembourg S.a.R.L., a company incorporated in Luxembourg, 7, rue Edmond Reuter, L-5326 Contern.
The ultimate parent undertaking and controlling party is Mativ Holdings Inc., which is the parent undertaking of the smallest and largest group to consolidate these financial statements. Copies of the consolidated financial statements of Mativ Holdings Inc. may be obtained from its registered office, from the Company Secretary, Mativ Holdings Inc., 100 Kimball Place, Suite 600 Alpharetta, Georgia, 30009, USA.
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