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Registered number: 03745935









Chambertin Capital (UK) Limited









Annual Report and Financial Statements

For the Year Ended 31 December 2024

 
Chambertin Capital (UK) Limited
 
 
Company Information


Director
L G Hall 




Registered number
03745935



Registered office
c/o MSS Products Ltd
Bankfield Road

Tyldesley

Manchester

M29 8QH




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG





 
Chambertin Capital (UK) Limited
 

Contents



Page
Strategic Report
 
1 - 3
Directors' Report
 
4 - 6
Independent Auditors' Report
 
7 - 10
Statement of Comprehensive Income
 
11
Balance Sheet
 
12
Statement of Changes in Equity
 
13
Notes to the Financial Statements
 
14 - 20


 
Chambertin Capital (UK) Limited
 
 
Strategic Report
For the Year Ended 31 December 2024

Introduction
 
The directors present their Strategic Report for the year ended 31 December 2024.

Business review
 
The principal activity of the Company continued to be that of a holding company of its subsidiary undertakings, MSS India Private Limited and MSS Poland Sp. Z O.O. 
The company's immediate parent undertaking is Chambertin Capital Limited, a company registered in England.
The principal activities of the Group headed by Chambertin Capital Limited ('CCL') during the period continued to be the design, manufacture and supply of components and assemblies for the Electrical Transmission & Distribution, Power Storage and DC Electro refinery markets. In addition, the group has made significant inroads in the development of new products and customers in the Energy Transition market i.e. Green Hydrogen and Metals Recycling.
Business Review
Throughout the year, the company continued to fulfil its role as a holding entity, supporting the operational and strategic development of its subsidiaries which are MSS India Private Limited and MSS Poland Sp. Z O.O.
The Company and its subsidiaries maintained a stable financial position, with sufficient resources to meet its obligations and support group-wide initiatives. The directors remain confident in the long-term prospects of the group and the value created through its focused investment strategy and sector expertise.

Principal risks and uncertainties
 
As a holding company operating within the electrical transmission and distribution sector, the entity is exposed to a range of risks through its subsidiaries. These include market risks, regulatory changes, and operational challenges specific to the industry.
The directors actively monitor these risks and have established governance frameworks. The Company’s exposure is closely linked to the financial and operational performance of its subsidiaries, and the board works with management teams across the group to ensure stability and long-term growth.

Financial key performance indicators
 
The Company's key performance indicator is profit/(loss) after tax, which in the current year was a loss of £1,737 (2023: £2,815 loss). No dividends were received from the subsidiaries in the year, and no dividend was paid to the parent company.

Other key performance indicators
 
The Company is an intermediate holding company, and there are no other key performance indicators. 

Page 1

 
Chambertin Capital (UK) Limited
 

Strategic Report (continued)
For the Year Ended 31 December 2024

Directors' statement of compliance with duty to promote the success of the Company
 
Chambertin Capital (UK) Limited is an intermediate holding company within the Chambertin Capital Limited group ('the Group') of companies.  
The Group’s principal objective is to establish and maintain its position as preferred partner to our customers and to increase the value of the Group by generating strong, sustainable and growing cash flows across industry and economic cycles. To achieve these objectives, the Group has the following key strategies:
• Consistently meeting and surpassing our customers' expectations in terms of quality and supply reliability. 
• Offering development opportunities to our employees through skills enhancement and a commitment to learning, 
 fostering an empowered workforce. 
• Establishing world class operations with industry leading process management in all disciplines.    
• Contributing to the global energy transition as well as to a responsible and sustainable environment. 
• Making a positive contribution to our stakeholders and communities while achieving top tier financial performance.
The directors believe these are critical long term factors for the success of the Group and Company. The directors’ decision making has supported the implementation of the strategy which aims to operate and develop the business in a way that supports both the current and future needs. The directors strongly believe that sustainable business management and practices will contribute to the long term business success and will strengthen the Group’s leading position in the market. The directors ensure that the Group has sufficient resources to support its long term growth strategy and fund investment.
The Group operates in an industry characterised by long term relationships between stakeholders and therefore engagement with stakeholders and maintaining a reputation for high standards of service and business conduct is vital. The Group engages in regular, open and proactive dialogue with all relevant stakeholders as this is needed to understand their perspectives, expectations, concerns and needs. In this way the Group is able to integrate stakeholders' considerations.
Key decisions taken by directors of the Group and Company during the period are as follows:
• To continue to invest in recruitment and training and to boost capacity to support the Group’s continued growth and  expansion. During the period under review, the Group approved and committed significant amounts on Capital    Expenditure to expand its capacity in its two manufacturing bases and made a number of significant hires.
Employee engagement
The Group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting performance of the Group.  This is achieved through regular meetings with employees, both formal and informal, giving the opportunity for consultation on a wide range of matters affecting their current and future interests.

Page 2

 
Chambertin Capital (UK) Limited
 

Strategic Report (continued)
For the Year Ended 31 December 2024

Engagement with customers and suppliers

Customers
The Group's broad customer base spans industries, businesses and end users of our products. We work closely with our customers to understand their evolving needs so we can improve and adapt to meet them. The Group protects the interests of its customers through the careful selection of suppliers and other business partners, and through the standards set for its own actions.
Suppliers
We depend on the capability and performance of our suppliers to help deliver the products we need for our operations and our customers. The Group only works with suppliers who are prepared to eliminate problems or implement risk reduction measures.
Community, environment and members
The Group engages with the community and has relationships with local charities to whom it regularly contributes. The Group monitors and seeks to reduce its impact on the environment. A review is planned for 2024 to plan net zero targets.

Future developments

The directors expect both Group revenues and profitability to increase in the forthcoming year as the business continues to invest in its people, systems and infrastructure in order to deliver the best service in the industry to our customers. Details of future developments in the Group can be found in the Chambertin Capital Limited Group Strategic Report.


This report was approved by the board and signed on its behalf.


L G Hall
Director

Date: 25 September 2025

Page 3

 
Chambertin Capital (UK) Limited
 
 
 
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.

Directors' responsibilities statement

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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £1,737 (2023 - loss £2,815).

The directors do not recommend the payment of a dividend.

Directors

The directors who served during the year were:

L G Hall 
M Patel (resigned 26 June 2025)

Future developments

Details of future developments can be found in the Strategic Report.

Page 4

 
Chambertin Capital (UK) Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 December 2024

Engagement with suppliers, customers and others

Information on engagement with suppliers, customers and others can be found in the Strategic Report..
Engagement with employees
Information on employee engagement in the wider Group can be found in the Strategic Report. The Company has no employees other than its directors.

Disabled employees

Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned.  In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Group continues and that appropriate training is arranged.  It is Group policy that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of the Group's other employees..

Environmental, social and governance matters

The Group headed by the Company's parent, Chambertin Capital Limited, is committed to integrating environmental, social and governance (ESG) principles into its operations and strategic decision-making. The Group’s ESG strategy is embedded in its operations and reflects its dedication to sustainable development and stakeholder engagement.
Tree Plantation & Ecological Restoration:
Support extended to project for tree planting and ecological restoration. This initiative contributes to Sustainable Development Goals (SDGs).
Planned Environmental Projects/Initiatives:
 • Use of wind-generated electricity in India to reduce emissions and promote sustainable energy (pending     Government policy).
 • Establishment of a Sewage Treatment Plant to enable zero discharge and reuse of approx. 7,000 litres of     water daily.
 • Tree plantation on 2,850 sq. mtr. (awaiting approval).
Carbon Neutrality Goal:
The Group aims to achieve carbon neutrality in internal operations by 2030.
Social Responsibility
Chambertin Capital Limited actively promotes social inclusion, employee engagement, and community development
Governance and Reporting
The Group maintains high standards of governance and transparency:
 • 
UN Global Compact Membership:
  Continued membership with the UNGC and submission of the 2024 Communication on Progress (CoP).
 • 
Sustainability Strategy Development:
  In 2025, the Group will undertake:
  o Stakeholder Engagement & Double Materiality Analysis (SEMA)
  o ESG Monitoring, Measurement & Governance Process
 • 
Future Reporting:
  Plans to submit CDP Climate Change and Water Security disclosures for 2024.

 
Page 5

 
Chambertin Capital (UK) Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 December 2024

Greenhouse gas emissions, energy consumption and energy efficiency action
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.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

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

Post balance sheet events

Subsequent to the year end, the Company's parent, Chambertin Capital Limited, acquired the entire share capital of MSS Products Holdings Limited (company number 10975186) and the group headed by MSS Products Holdings Limited.
In addition to the above, Chambertin Capital Limited completed a refinancing agreement securing at total of £98.6m in the form of a Term Loan & Revolving Facility.  As part of a wider refinancing initiative, the Group settled existing debt and loan notes held within the wider group structure headed by Bamboo Topco Limited (a company registered in Jersey). This settlement was a factor in the decision to secure the new £98.6m Term Loan and Revolving Facility, which has strengthened the Group’s liquidity and positioned it to support long-term strategic growth.

Auditors

The directors have resolved not to re-appoint Hurst Accountants Limited as the Company’s auditors. The Company is currently in the process of selecting a new audit firm, and an appointment will be made in due course.

This report was approved by the board and signed on its behalf.
 


L G Hall
Director

Date: 25 September 2025

Page 6

 
Chambertin Capital (UK) Limited
 
 
 
Independent Auditors' Report to the Members of Chambertin Capital (UK) Limited
 

Opinion


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


In our opinion the financial statements:


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


Basis for opinion


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


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 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


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 ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 7

 
Chambertin Capital (UK) Limited
 
 
 
Independent Auditors' Report to the Members of Chambertin Capital (UK) Limited (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the 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.


Matters on which we are required to report by exception
 

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.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the 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 directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are 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 directors are responsible for assessing the 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 directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
Chambertin Capital (UK) Limited
 
 
 
Independent Auditors' Report to the Members of Chambertin Capital (UK) Limited (continued)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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 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    taxlegislation, 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.
 
Page 9

 
Chambertin Capital (UK) Limited
 
 
 
Independent Auditors' Report to the Members of Chambertin Capital (UK) Limited (continued)


We have also considered the risk of fraud through management override of controls by:
• Testing the appropriateness of journal entries and other adjustments. 
• Challenging assumptions made by management in their significant accounting estimates, and assessing whether the 
 judgements made in making accounting estimates are indicative of a potential bias; and
• Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of    business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them.  Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.


Helen Besant-Roberts (Senior Statutory Auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG

25 September 2025
Page 10

 
Chambertin Capital (UK) Limited
 
 
Statement of Comprehensive Income
For the Year Ended 31 December 2024

Year ended
31 December
9 months ended
31 December
2024
2023
Note
£
£

  

Administrative expenses
  
(1,737)
(293)

Operating loss
  
(1,737)
(293)

Loss before tax
  
(1,737)
(293)

Tax on loss
 5 
-
(2,522)

Loss for the financial year/period
  
(1,737)
(2,815)

There was no other comprehensive income for the Year ended 31 December 2024 (Period ended 31 December 2023£NIL).

The notes on pages 14 to 20 form part of these financial statements.

Page 11

 
Chambertin Capital (UK) Limited
Registered number: 03745935

Balance Sheet
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 6 
421,174
421,174

Current assets
  

Debtors: amounts falling due within one year
 7 
335
-

Cash at bank and in hand
 8 
109
1,181

  
444
1,181

Creditors: amounts falling due within one year
 9 
(409,342)
(408,342)

Net current liabilities
  
 
 
(408,898)
 
 
(407,161)

Total assets less current liabilities
  
12,276
14,013

  

Net assets
  
12,276
14,013


Capital and reserves
  

Called up share capital 
 10 
6,817
6,817

Profit and loss account
 11 
5,459
7,196

  
12,276
14,013


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

L G Hall
Director

Date: 25 September 2025

The notes on pages 14 to 20 form part of these financial statements.

Page 12

 
Chambertin Capital (UK) Limited
 

Statement of Changes in Equity
For the Year Ended 31 December 2024


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2024
6,817
7,196
14,013


Comprehensive income for the year

Loss for the year
-
(1,737)
(1,737)
Total comprehensive income for the year
-
(1,737)
(1,737)


At 31 December 2024
6,817
5,459
12,276


The notes on pages 14 to 20 form part of these financial statements.


Statement of Changes in Equity
For the Period Ended 31 December 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 April 2023
6,817
10,011
16,828


Comprehensive income for the period

Loss for the period
-
(2,815)
(2,815)
Total comprehensive income for the period
-
(2,815)
(2,815)


At 31 December 2023
6,817
7,196
14,013


The notes on pages 14 to 20 form part of these financial statements.

Page 13

 
Chambertin Capital (UK) Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

1.


General information

Chambertin Capital (UK) Limited is a private company limited by shares, registered in England and Wales (registered number: 03745935).  The address of the registered office and the principal place of business is c/o MSS Products Ltd, Bankfield Road, Tyldesley, Manchester, M29 8QH.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The reporting period is the year ended 31 December 2024. As the previous reporting period was the 9 months ended 31 December 2023, the comparative amounts presented in the financial statements are not entirely comparable.

The Company's functional and presentational currency is GBP.

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 (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Chambertin Capital Limited as at 31 December 2024 and these financial statements may be obtained from Companies House.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

 
2.4

Taxation

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.

Page 14

 
Chambertin Capital (UK) Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.6

Debtors

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

  
2.7

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

  
2.8

Creditors

Short-term creditors are measured at the transaction price.

 
2.9

Financial instruments

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
 
Page 15

 
Chambertin Capital (UK) Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)


2.9
Financial instruments (continued)


Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year.  However, the nature of the estimation means that actual outcomes could differ from those estimates.  There are not considered to be any key judgements and sources of estimation uncertainty.


4.


Employees




The average monthly number of employees, including the directors, during the year was as follows:


      Year ended
     31 December
   9 months ended
      31 December
        2024
        2023
            No.
            No.







Employees
2
3

Page 16

 
Chambertin Capital (UK) Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

5.


Taxation


Year ended
31 December
9 months ended
31 December
2024
2023
£
£

Corporation tax


Current tax on profits for the year
-
2,522


-
2,522


Total current tax
-
2,522

Deferred tax

Total deferred tax
-
-


Taxation on profit on ordinary activities
-
2,522

Factors affecting tax charge for the year/period

The tax assessed for the year/period is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:

Year ended
31 December
9 months ended
31 December
2024
2023
£
£


Loss on ordinary activities before tax
(1,737)
(293)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
(434)
(73)

Effects of:


Adjustments to tax charge in respect of prior periods
-
2,522

Group relief surrendered
434
73

Total tax charge for the year/period
-
2,522


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 17

 
Chambertin Capital (UK) Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

6.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
421,174



At 31 December 2024
421,174






Net book value



At 31 December 2024
421,174



At 31 December 2023
421,174


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

MSS India Private Ltd
H-8 Midc Area, Ambad, Nashik, Maharashtra, India
Ordinary
100%
MSS Poland Sp. Z O.O
Innowacyjna 8, 41-208 Sosnowiec, Poland
Ordinary
100%

Page 18

 
Chambertin Capital (UK) Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

7.


Debtors

2024
2023
£
£


Other debtors
335
-



8.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
109
1,181



9.


Creditors: Amounts falling due within one year

2024
2023
£
£

Amounts owed to group undertakings
409,342
408,342



10.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



681,749 Ordinary shares of £0.01 each
6,817
6,817



11.


Reserves

Profit and loss account
This reserve records retaining earnings and accumulated losses.


12.


Contingent liabilities

The Lloyds Bank Plc bank account is secured by way of a debenture in favour of the bank, containing a fixed charge and a floating charge. The floating charge covers all the property or undertaking of the Company.
An omnibus guarantee agreement dated 16 March 2016, and an omnibus guarantee and set-off agreement dated 4 April 2014, have been given to Lloyds Bank Plc in favour of the Company together with the Company's parent undertaking and fellow subsidiary undertakings. As at 31 December 2024, the net overdraft so guaranteed was £nil (31 December 2023: £nil).

Page 19

 
Chambertin Capital (UK) Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

13.


Related party transactions

In preparing these financial statements, the directors have taken advantage of the exemptions available under section 33 paragraph 1A of the Financial Reporting Standard 102, and have not disclosed transactions entered into between wholly owned group undertakings.


14.


Post balance sheet events

Subsequent to the year end, the Company's parent, Chambertin Capital Limited, acquired the entire share capital of MSS Products Holdings Limited (company number 10975186) and the group headed by MSS Products Holdings Limited.
In addition to the above, Chambertin Capital Limited completed a refinancing agreement securing at total of £98.6m in the form of a Term Loan & Revolving Facility.  As part of a wider refinancing initiative, the Group settled existing debt and loan notes held within the wider group structure headed by Bamboo Topco Limited (a company registered in Jersey). This settlement was a factor in the decision to secure the new £98.6m Term Loan and Revolving Facility, which has strengthened the Group’s liquidity and positioned it to support long-term strategic growth.


15.


Controlling party

Chambertin Capital Limited is the parent of the smallest group for which consolidated financial statements are drawn up, of which the Company is a member.  The registered office of Chambertin Capital Limited is c/o MSS Products Ltd, Bankfield Road, Tyldesley, Manchester, M29 8QH. The consolidated financial statements are available from Companies House.
The Company's ultimate parent undertaking is Stellex Capital Holdings II Luxembourg SARL, a company incorporated in Luxembourg.

Page 20