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Registered number:
For the Year Ended
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Chambertin Capital (UK) Limited
Company Information
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Chambertin Capital (UK) Limited
Contents
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Chambertin Capital (UK) Limited
Strategic Report
For the Year Ended 31 December 2024
The directors present their Strategic Report for the year ended 31 December 2024.
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.
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.
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.
The Company is an intermediate holding company, and there are no other key performance indicators.
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Chambertin Capital (UK) Limited
Strategic Report (continued)
For the Year Ended 31 December 2024
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.
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Chambertin Capital (UK) Limited
Strategic Report (continued)
For the Year Ended 31 December 2024
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.
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.
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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.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
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 2006. They 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.
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.
The directors who served during the year were:
Details of future developments can be found in the Strategic Report.
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Chambertin Capital (UK) Limited
Directors' Report (continued)
For the Year Ended 31 December 2024
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.
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.
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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.
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.
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.
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Chambertin Capital (UK) Limited
Independent Auditors' Report to the Members of Chambertin Capital (UK) Limited
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 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).
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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Chambertin Capital (UK) Limited
Independent Auditors' Report to the Members of Chambertin Capital (UK) Limited (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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Chambertin Capital (UK) Limited
Independent Auditors' Report to the Members of Chambertin Capital (UK) Limited (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 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.
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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.
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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Chambertin Capital (UK) Limited
Statement of Comprehensive Income
For the Year Ended 31 December 2024
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Chambertin Capital (UK) Limited
Registered number: 03745935
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 14 to 20 form part of these financial statements.
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Chambertin Capital (UK) Limited
Statement of Changes in Equity
For the Year Ended 31 December 2024
Statement of Changes in Equity
For the Period Ended 31 December 2023
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Chambertin Capital (UK) Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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
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:
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.
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.
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Chambertin Capital (UK) Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Short-term creditors are measured at the transaction price.
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.
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Chambertin Capital (UK) Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (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.
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Chambertin Capital (UK) Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
There were no factors that may affect future tax charges.
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Chambertin Capital (UK) Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Chambertin Capital (UK) Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
Profit and loss account
This reserve records retaining earnings and accumulated losses.
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).
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Chambertin Capital (UK) Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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.
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.
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