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Registered number: 02204272
MGR FOAMTEX LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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MGR FOAMTEX LIMITED
REGISTERED NUMBER: 02204272
BALANCE SHEET
AS AT 30 SEPTEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Page 1
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MGR FOAMTEX LIMITED
REGISTERED NUMBER: 02204272
BALANCE SHEET (CONTINUED)
AS AT 30 SEPTEMBER 2024
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Page 2
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MGR FOAMTEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
MGR Foamtex Limited is a private limited company incorporated and registered in England and Wales. The Company's registered office is DAX House, Wenman Road, Thame, Oxfordshire, OX9 3SE.
The Company's principal activities are those of the design, manufacture and supply of aircraft seat upholstery systems and specialist interior products.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are rounded to the nearest pound sterling.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.
The following principal accounting policies have been applied:
The Company's principal market is that of the airline industry. The Company has seen significantly improved turnover in the year ended 30 September 2024, and achieved a return to profit for the year. The Directors anticipate the business will continue to grow its revenues and profits over the foreseeable future.
The Directors have prepared forecasts and projections using what they consider to be reasonable assumptions relating to the Company's financial performance, current financial position and existing financial resources for a period of at least 12 months from signing of the financial statements, which show the Company to be a going concern. These forecasts include assessments in relation to the Company’s outstanding loan facility and covenants contained therein as well as assessments in relation to its invoice discounting facility.
The Company has received a letter of support from its parent company, MGR Holdings Limited, that balances due to it will not be repaid within 12 months from approval of these financial statements.
The Company has received a letter of support from its ultimate parent company, Adagia Capital Europe GP SAS, that it will provide financial and other support to the Company, as required, for at least twelve months from the date of the audit report for the financial statements for the year ended 30 September 2024, to enable it to meet its financial liabilities as they fall due and to continue to trade.
Based on the above, the Directors are of the opinion that the going concern principle is applicable and that the Company has the necessary resources to continue as a going concern for the foreseeable future.
Page 3
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MGR FOAMTEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Page 4
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MGR FOAMTEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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L/Term Leasehold Property
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evenly over the length of the lease to the first break clause
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Page 5
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MGR FOAMTEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Interest income is recognised in profit or loss using the effective interest method.
Page 6
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MGR FOAMTEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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The average monthly number of employees, including directors, during the year was 65 (2023 - 57).
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Page 7
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MGR FOAMTEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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L/Term Leasehold Property
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Page 8
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MGR FOAMTEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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Raw materials and consumables
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Work in progress (goods to be sold)
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Finished goods and goods for resale
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Prepayments and accrued income
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Cash and cash equivalents
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Page 9
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MGR FOAMTEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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The debt factoring facility is secured by a fixed charge over the property of the Company and a floating charge over all the other property, assets and rights of the Company.
The bank loan is secured over the assets of the Company, is interest bearing at a rate that is floating,
never being lower than the margin of 2.94%, and is repayable by 20 December 2026. As at 30 September 2023, the Company was in breach of the financial covenants and, therefore, the loan was classified in current liabilities. During the year ended 30 September 2024, the Company received a waiver of the breach at 30 September 2023. As at 30 September 2024, the Company has satisfied the financial covenants.
Amounts owed to group undertakings are unsecured, non-interest bearing and repayable on demand.
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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See note 9 for further details.
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Page 10
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MGR FOAMTEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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Charged to profit or loss
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The deferred taxation balance is made up as follows:
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Fixed asset timing differences
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Losses and other deductions
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The dilapidation provision represents the expected cost to be incurred to return the leased premises to their original condition. The Directors expect to incur these costs when the lease terminates which will be in 2035.
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Allotted, called up and fully paid
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100 (2023 - 100) Ordinary shares of £1.00 each
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Page 11
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MGR FOAMTEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £104,537 (2023: £88,968). Contributions totalling £17,786 (2023: £17,332) were payable to the fund at the balance sheet date.
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Related party transactions
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As a wholly owned subsidiary of MGR Holdings Limited, the Company is exempt from disclosing transactions with other members of the group headed by MGR Holdings Limited in accordance with FRS 102 paragraph 33.1A.
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Post balance sheet events
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Following the year end, the Company identified that Value Added Tax amounting to £416,061 had not been charged over a number of years on certain sales to an individual customer. This has now been rectified. This adjustment had the effect of increasing trade debtors and VAT payable at 30 September 2024 by £416,061. The net impact on the balance sheet was £NIL and due to this no amendments were made in the financial statements of prior periods.
The immediate parent company is MGR Holdings Limited, a company incorporated in the United Kingdom. A copy of the financial statements for MGR Holdings Limited is available from DAX House, Wenman Road, Thame, Oxfordshire, OX9 3SE .
Until 4 March 2025 the ultimate controlling party was MGR Holdings Limited. From that date the ultimate controlling party is Adagia Capital Europe GP SAS. A copy of the financial statements for Adagia Capital Europe GP SAS is available from 20 Rue Quentin Bauchart 75008, Paris, France.
The auditor's report on the financial statements for the year ended 30 September 2024 was unqualified.
The audit report was signed on 9 September 2025 by Sue Staunton MA FCA CF (Senior Statutory Auditor) on behalf of James Cowper Kreston Audit.
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