| REGISTERED NUMBER: 03324691 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD |
| 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| FOR |
| MEMTECH LTD |
| REGISTERED NUMBER: 03324691 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD |
| 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| FOR |
| MEMTECH LTD |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 5 |
| Report of the Independent Auditors | 7 |
| Consolidated Statement of Comprehensive Income |
11 |
| Consolidated Balance Sheet | 13 |
| Company Balance Sheet | 14 |
| Consolidated Statement of Changes in Equity | 16 |
| Company Statement of Changes in Equity | 17 |
| Consolidated Cash Flow Statement | 18 |
| Notes to the Consolidated Financial Statements | 19 |
| MEMTECH LTD |
| COMPANY INFORMATION |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: | Christopher Bond |
| AUDITORS: |
| 17 Moor Park Avenue |
| Preston |
| Lancashire |
| PR1 6AS |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| The directors present their strategic report of the company and the group for the period 1st January 2024 to 30th December 2024. |
| REVIEW OF BUSINESS |
| The Group comprises MemTech Ltd (the Company) and its subsidiaries, Easy-Trim Roofing and Construction Products Limited and Vinyl GB Ltd. |
| During the financial year, the Group’s principal activities were the manufacture and supply of construction-related products to the UK market. Easy-Trim Roofing and Construction Products Limited operated as the main trading subsidiary, with Vinyl GB Ltd operating as a downstream manufacturing and distribution business. |
| Subsequent to the year end, and following the acquisition by MemTech Ltd of the remaining shares in Easy-Trim Roofing and Construction Products Limited which resulted in a significant cash injection into the subsidiary, both Easy-Trim Roofing and Construction Products Limited and its subsidiary Vinyl GB Ltd entered administration. As a result, the Group will not continue in its existing form for the foreseeable future. |
| MemTech Ltd, the parent company, remains solvent, has no going concern issues, and continues to meet its obligations as they fall due. However, due to the administration of the Group’s trading subsidiaries, the consolidated financial statements have been prepared on a basis other than going concern. |
| Financial Performance |
| Group turnover for the year was £20,673,115, compared with £20,425,186 in the prior year. The Parent Company generated revenue of £504,782, with an operating profit of £179,323. Performance was broadly in line with expectations, reflecting stable trading conditions in the core business. |
| As a consequence of the post year Administration process of Easy-Trim and Vinyl GB, the investment in the subsidiary were remeasured to net realisable value, resulting in impairment charges of £232,983, and a write off of inter group debt of £305,381 |
| The Group reported a consolidated loss before tax of £122,157 for the year (2023: £398,050 profit), reflecting the impact of the subsidiary entering Administration and the resultant write off of investment and group debt. |
| Financial Position |
| The Group’s net assets at year-end were £864,703 (2023: £832,481). |
| The Parent Company remains solvent, with cash and cash equivalents of £101,822 and no material overdue liabilities. |
| The Parent Company has sufficient headroom in its financing facilities and continues to monitor cash flows carefully in order to support ongoing operations. |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| Events after the reporting period |
| Subsequent to the reporting date, MemTech Ltd acquired the remaining 40% shareholding in EasyTrim Roofing and Construction Products Limited, increasing its ownership to 100%. |
| Shortly thereafter, and despite significant cash injection and efforts made by the directors to support the businesses, Easy-Trim Roofing and Construction Products Limited and its subsidiary, Vinyl GB Ltd, entered administration. |
| These events have had a significant impact on the Group and are the primary reason why the consolidated financial statements have been prepared on a basis other than going concern. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| In addition to general economic uncertainty, the director considers the following to be the principal risks and uncertainties facing the Group, arising primarily from the administration of its subsidiaries. |
| Operational risk |
| Following the administration of Easy-Trim Roofing and Construction Products Limited and Vinyl GB Ltd, the Group is exposed to operational risk associated with the orderly management of these processes, including the potential requirement for additional management time and professional advisory costs. |
| As trading activities within the Group have ceased, operational risks are now limited to those associated with the administration and realisation of subsidiary assets rather than ongoing operations. |
| Financial risk |
| The Group’s principal financial risks relate to the uncertainty surrounding the timing and quantum of cash realisations from subsidiary assets and the settlement of liabilities through the administration process. |
| The parent company, MemTech Ltd, remains solvent and continues to manage its own liquidity independently of the subsidiaries. However, the ultimate financial impact on the Group will depend on the outcome of the administrations. |
| Liquidation and realisation risk |
| The preparation of the consolidated financial statements on a basis other than going concern requires the directors to make estimates and judgements regarding the realisable value of assets and the settlement of liabilities. |
| There is a risk that the amounts ultimately realised or settled may differ from the estimates included in the financial statements, which could result in material adjustments in future periods. |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| FUTURE DEVELOPMENTS |
| Following the administration of Easy-Trim Roofing and Construction Products Limited and Vinyl GB Ltd, the Group does not expect to continue trading in its current form. |
| The ultimate outcome of the administrations, including the timing and extent of asset realisations and liability settlements, remains uncertain and is dependent on the actions of the appointed administrators. |
| The directors of MemTech Ltd continue to evaluate future strategic options for the parent company, independent of the Group’s former trading activities. |
| KEY PERFORMANCE INDICATORS |
| The directors monitor performance by reference to various financial key performance indicators with particular focus on turnover and gross profit margin: |
| 2022 | 2023 | 2024 |
| Increase in turnover | (0.54)% | 2.9% | 1.7% |
| Gross profit margin | 27.34% | 31.7% | 28.7% |
| EBITDA as a percentage of sales | 4.7% | 7.2% | 4.5% |
| EBITDA | £932k | £1,481k | £929k |
| ON BEHALF OF THE BOARD: |
| 23rd December 2025 |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| The directors present their report with the financial statements of the company and the group for the period 1st January 2024 to 30th December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the group in the period under review was that of manufacture and distribution of roofing products. |
| DIVIDENDS |
| Interim dividends per share were paid during the period as follows: |
| B Ordinary £1 | - | £2,166.40 | - 6th April 2024 |
| C Ordinary £1 | - | £4,609.50 | - 6th April 2024 |
| The total distribution of dividends for the period ended 30th December 2024 will be £ 67,759 . |
| EVENTS SINCE THE END OF THE PERIOD |
| Information relating to events since the end of the period is given in the notes to the financial statements. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1st January 2024 to the date of this report. |
| DISCLOSURE IN THE STRATEGIC REPORT |
| The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in te directors' report. |
| DIRECTORS' RESPONSIBILITIES STATEMENT |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| DIRECTORS' RESPONSIBILITIES STATEMENT - continued |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| AUDITORS |
| The auditors, SBCA Statutory Auditors, is deemed to be reappointed under section 487(2) of the Companies Act 2006. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MEMTECH LTD |
| Opinion |
| We have audited the financial statements of Memtech Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 30th December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Financial Statements, 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). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 30th December 2024 and of the group's profit for the period 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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 |
| We have concluded that the directors’ use of the going concern basis of accounting is not appropriate for the Group, as explained in Note 2 to the financial statements. |
| As described in that note, subsequent to the reporting date certain subsidiaries of the Group entered administration and, as a result, the Group will not continue trading in its current form. Accordingly, the financial statements have been prepared on a basis other than going concern. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Emphasis of matter |
| We draw attention to Note 2 to the financial statements, which explains that subsequent to the reporting date certain subsidiaries of the Group entered administration and, as a result, the Group will not continue trading in its current form. Accordingly, the consolidated financial statements have been prepared on a basis other than going concern. |
| Our opinion is not modified in respect of this matter. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MEMTECH LTD |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| 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. |
| In connection with our audit of the financial statements, 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 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. |
| Opinions 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company 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 pages five and six, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MEMTECH LTD |
| 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 a Report of the Auditors 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. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| 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. |
| Based on our understanding of the group and sector, we identified that the principal risks of non-compliance with laws and regulations related to, but were not limited to, the Companies Act 2006, UK tax, employment, pension and health and safety legislation and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. |
| We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates and judgements and fraudulent income recognition. |
| Our procedures to respond to risks identified included the following: |
| - reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct impact on the financial statements; |
| - enquiring of management about actual and potential litigation and claims, their policies and procedures to prevent and detect fraud as well as whether they have knowledge of any actual, suspected or alleged fraud; |
| - performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
| - obtaining an understanding of provisions and holding discussions with management to understand the basis of recognition or non-recognition of tax provisions; and |
| - in addressing the risk of fraud through management override of controls: testing the appropriateness of journal entries; assessing whether the accounting estimates, judgements and decisions made by management 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MEMTECH LTD |
| There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or 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 Report of the Auditors. |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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 |
| 17 Moor Park Avenue |
| Preston |
| Lancashire |
| PR1 6AS |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| CONSOLIDATED |
| STATEMENT OF COMPREHENSIVE |
| INCOME |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| Period |
| 1.1.24 |
| to | Year Ended |
| 30.12.24 | 31.12.23 |
| Notes | £ | £ |
| TURNOVER | 4 | 20,673,115 | 20,425,186 |
| Cost of sales | (14,725,155 | ) | (13,955,745 | ) |
| GROSS PROFIT | 5,947,960 | 6,469,441 |
| Administrative expenses | (6,013,947 | ) | (5,730,114 | ) |
| (65,987 | ) | 739,327 |
| Other operating income | 5 | 400,617 | 260,072 |
| 334,630 | 999,399 |
| Interest receivable and similar income |
6,682 |
6,248 |
| 341,312 | 1,005,647 |
| Amounts written off investments | 7 | - | (132,000 | ) |
| 341,312 | 873,647 |
| Interest payable and similar expenses |
8 |
(463,469 |
) |
(475,597 |
) |
| (LOSS)/PROFIT BEFORE TAXATION | 9 | (122,157 | ) | 398,050 |
| Tax on (loss)/profit | 11 | 222,138 | (188,685 | ) |
| PROFIT FOR THE FINANCIAL PERIOD |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
99,981 |
209,365 |
| Profit attributable to: |
| Owners of the parent | (222,186 | ) | 296,977 |
| Non-controlling interests | 322,167 | (87,612 | ) |
| 99,981 | 209,365 |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| CONSOLIDATED |
| STATEMENT OF COMPREHENSIVE |
| INCOME |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| Period |
| 1.1.24 |
| to | Year Ended |
| 30.12.24 | 31.12.23 |
| £ | £ |
| Total comprehensive income attributable to: |
| Owners of the parent | (222,186 | ) | 296,977 |
| Non-controlling interests | 322,167 | (87,612 | ) |
| 99,981 | 209,365 |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| CONSOLIDATED BALANCE SHEET |
| 30TH DECEMBER 2024 |
| 30.12.24 | 31.12.23 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 14 | (27,004 | ) | (31,693 | ) |
| Tangible assets | 15 | 4,691,430 | 4,515,887 |
| Investments | 16 | - | - |
| 4,664,426 | 4,484,194 |
| CURRENT ASSETS |
| Stocks | 17 | 2,277,172 | 2,571,742 |
| Debtors | 18 | 5,973,499 | 5,614,489 |
| Cash at bank and in hand | 105,898 | 212,630 |
| 8,356,569 | 8,398,861 |
| CREDITORS |
| Amounts falling due within one year | 19 | (12,156,292 | ) | (10,576,679 | ) |
| NET CURRENT LIABILITIES | (3,799,723 | ) | (2,177,818 | ) |
| TOTAL ASSETS LESS CURRENT LIABILITIES | 864,703 | 2,306,376 |
| CREDITORS |
| Amounts falling due after more than one year |
20 |
- |
(1,129,874 |
) |
| PROVISIONS FOR LIABILITIES | 24 | - | (344,021 | ) |
| NET ASSETS | 864,703 | 832,481 |
| CAPITAL AND RESERVES |
| Called up share capital | 25 | 100 | 100 |
| Retained earnings | 26 | 446,848 | 736,793 |
| SHAREHOLDERS' FUNDS | 446,948 | 736,893 |
| NON-CONTROLLING INTERESTS | 417,755 | 95,588 |
| TOTAL EQUITY | 864,703 | 832,481 |
| The financial statements were approved by the Board of Directors and authorised for issue on 23rd December 2025 and were signed on its behalf by: |
| Mr S J Thorpe - Director |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| COMPANY BALANCE SHEET |
| 30TH DECEMBER 2024 |
| 30.12.24 | 31.12.23 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 14 |
| Tangible assets | 15 |
| Investments | 16 |
| CURRENT ASSETS |
| Debtors | 18 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 19 | ( |
) | ( |
) |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 25 |
| Retained earnings | 26 |
| SHAREHOLDERS' FUNDS |
| Company's (loss)/profit for the financial year |
(173,026 |
) |
277,348 |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| COMPANY BALANCE SHEET - continued |
| 30TH DECEMBER 2024 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| .................................................................... |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| Called up |
| share | Retained | Non-controlling | Total |
| capital | earnings | Total | interests | equity |
| £ | £ | £ | £ | £ |
| Balance at 1st January 2023 | 100 | 433,856 | 433,956 | 183,200 | 617,156 |
| Changes in equity |
| Dividends | - | (126,040 | ) | (126,040 | ) | - | (126,040 | ) |
| Total comprehensive income | - | 296,977 | 296,977 | (87,612 | ) | 209,365 |
| Parent share of inv write off | - | 132,000 | 132,000 | - | 132,000 |
| Balance at 31st December 2023 | 100 | 736,793 | 736,893 | 95,588 | 832,481 |
| Changes in equity |
| Dividends | - | (67,759 | ) | (67,759 | ) | - | (67,759 | ) |
| Total comprehensive income | - | (222,186 | ) | (222,186 | ) | 322,167 | 99,981 |
| Balance at 30th December 2024 | 100 | 446,848 | 446,948 | 417,755 | 864,703 |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1st January 2023 |
| Changes in equity |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - |
| Balance at 31st December 2023 |
| Changes in equity |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - | ( |
) | ( |
) |
| Balance at 30th December 2024 |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| Period |
| 1.1.24 |
| to | Year Ended |
| 30.12.24 | 31.12.23 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 30 | 1,482,010 | 2,187,939 |
| Interest paid | (444,429 | ) | (436,238 | ) |
| Interest element of hire purchase payments paid |
(19,040 |
) |
(39,359 |
) |
| Tax paid / (refund) | (85,391 | ) | (73,915 | ) |
| Net cash from operating activities | 933,150 | 1,638,427 |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | (1,694 | ) | - |
| Purchase of tangible fixed assets | (494,746 | ) | (326,929 | ) |
| Sale of tangible fixed assets | 68,037 | 56,500 |
| Interest received | 6,682 | 6,248 |
| Net cash from investing activities | (421,721 | ) | (264,181 | ) |
| Cash flows from financing activities |
| Loan repayments in year | (600,000 | ) | (616,646 | ) |
| HP capital repayments in year | (148,218 | ) | (374,737 | ) |
| Amount withdrawn by directors | 15,554 | (373,648 | ) |
| Invoice financing facility | (478,913 | ) | (36,550 | ) |
| Equity dividends paid | (67,759 | ) | (126,040 | ) |
| Net cash from financing activities | (1,279,336 | ) | (1,527,621 | ) |
| Decrease in cash and cash equivalents | (767,907 | ) | (153,375 | ) |
| Cash and cash equivalents at beginning of period |
31 |
(382,872 |
) |
(229,497 |
) |
| Cash and cash equivalents at end of period |
31 |
(1,150,779 |
) |
(382,872 |
) |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Memtech Ltd is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The company is a qualifying entity for the purposes of FRS102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements: |
| - Section 4 'Statement of Financial Position' - Reconciliation of the opening and closing number of shares; |
| - Section 7 'Statement of Cash Flows' - Presentation of a statement of cash flow and related notes and disclosures; |
| - Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues' - Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income; |
| - Section 33 'Related Party Disclosures' - Compensation for key management personnel. |
| Basis of Preparation - Basis Other Than Going Concern |
| Subsequent to the reporting date, and following the acquisition by MemTech Ltd of the remaining shares in Easy-Trim Roofing and Construction Products Limited, both Easy-Trim Roofing and Construction Products Limited and its subsidiary, Vinyl GB Ltd, entered administration. |
| As a result of these events, the directors have concluded that the Group will not continue trading in its current form and that there is no realistic alternative but to realise the assets and settle the liabilities of the Group. Accordingly, the consolidated financial statements have been prepared on a basis other than going concern. |
| The parent company, MemTech Ltd, remains solvent and continues to meet its obligations as they fall due. The directors have therefore concluded that it is appropriate to prepare the parent company financial statements on a going concern basis. |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Basis of consolidation |
| The consolidated financial statements present the results of the Group and its own subsidiaries "the Group" as is they form a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full. |
| The consolidated financial statements incorporate the results of the business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date that control ceases. |
| Turnover |
| Turnover represents amounts recoverable for the sale of plastic material and pellets and the distribution of manufactured roofing and construction products despatched by the balance sheet date, net of VAT and trade discounts. |
| The company recognises revenue when; |
| - the significant risks and rewards of ownership have been transferred to the buyer; |
| - the company retains no continuing involvement or control over the goods; |
| - the amount of revenue can be measured reliably; |
| - it is probable that future economic benefits will flow to the entity; and |
| - any specific criteria relating to the transactions have been met. |
| Goodwill |
| Purchased goodwill arising on the acquisition of a business represents the excess of the acquisition cost over the fair value of the identifiable net assets including other intangible fixed assets when they were acquired. Purchased goodwill is capitalised in the Balance Sheet and amortised on a straight line basis over its useful economic life of 5 years, which is estimated to be the period during which the benefits are expected to arise. On disposal of a business any goodwill not yet amortised is included in determining the profit or loss on sale of the business. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Patents and licences are being amortised evenly over their estimated useful life of ten years. |
| Development costs are being amortised evenly over their estimated useful life of three years. |
| Negative goodwill is being amortised evenly over its estimated useful life of ten years. |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Development costs |
| Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the company are recognised as intangible assets when the following criteria are met: |
| - it is technically feasible to complete the software so that it will be available for use; |
| - management intends to complete the software to use or sell it; |
| - there is an ability to use or sell the software; |
| - it can be demonstrated how the software will generate probable future economic benefits; |
| - adequate technical, financial and the resources to complete the development and to use or sell the software are available; and |
| - the expenditure attributable to the software during its development can be reliably measured. |
| Other development expenditures that do not meet these criteria are recognised as an expense incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. |
| Tangible fixed assets |
| Improvements to property | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value. Stocks are determined on a first-in first-out basis. Cost comprises expenditure incurred in the normal course of business in bringing stocks to their present location and condition. Full provision is made for obsolete and slow moving items. Net realisable value comprises actual or estimated seeling price (net of trade discounts) less all further costs to completion or to be incurred in marketing and selling. |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. |
| Basic financial assets: |
| Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future cash flows discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised. |
| Classification of 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 deducting all of its liabilities. |
| Basic financial liabilities: |
| Basic financial liabilities, including creditors and bank loans, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of future cash flows discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. |
| Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
| Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if the payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest rate method. |
| Taxation |
| Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Tangible assets held under leasing and Hire Purchase arrangements which transfer substantially all the risks and rewards of ownership to the company are capitalised and included in the Balance Sheet at their cost or valuation, less depreciation. The corresponding commitments are recorded as liabilities. Payments in respect of these obligations are treated as consisting of capital and interest elements, with interest charged to the Profit and Loss Account. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. The assets of the scheme are held separately from those of the company in an independently administered fund. The assets of this scheme are also held separately from those of the company, being invested with pension fund managers. |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| In the application of the group's accounting policies, the director's are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
| The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recongnised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision effects both current and future periods. |
| Critical judgements |
| The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements. |
| Basis of preparation |
| The most significant judgement made by the directors is the determination of the appropriate basis of preparation for the financial statements. |
| As explained in Note 2, following the administration of the Group’s subsidiaries subsequent to the reporting date, the directors concluded that there is no realistic alternative to the realisation of the Group’s assets and the settlement of its liabilities. Accordingly, the consolidated financial statements have been prepared on a basis other than going concern. |
| The directors have separately concluded that the parent company, MemTech Ltd, remains solvent and has adequate resources to continue in operational existence for the foreseeable future, and that it is therefore appropriate to prepare the parent company financial statements on a going concern basis. |
| Useful economic lives of tangible assets |
| The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See Note 14 for the carrying amount of tangible fixed assets. |
| Useful economic lives of intangible assets |
| The annual depreciation charge for intangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation. See Note 13 for the carrying amount of intangible fixed assets. |
| Valuation of own manufactured inventory |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| The costs absorbed into the value of own manufactured inventory require a number of assumptions concerning the allocation of materials, labour and overheads. The assumptions have been made with reference to the requirements of FRS102. Judgement is mainly used in the application of materials to products produced and in selecting the types of overhead and company personnel that are appropriate to be included in the valuation. |
| Key accounting estimates and assumptions |
| Basis of preparation other than going concern |
| The preparation of the consolidated financial statements on a basis other than going concern requires the directors to make estimates and assumptions regarding the realisable value of the Group’s assets and the settlement of its liabilities. |
| The areas of estimation uncertainty with a significant risk of material adjustment within the next financial year include: |
| - The estimated realisable value of inventories held by subsidiaries in administration |
| - The recoverability of trade and other receivables |
| - The recoverable amount of property, plant and equipment |
| - The assessment of any provisions or contingent liabilities arising from the administration process |
| Actual outcomes may differ from these estimates, and any differences may result in material adjustments to the carrying amounts of assets and liabilities in future periods. |
| Provision for bad or doubtful debts |
| The group has significant trade debtor balances from a large number of customers at any given point in time and further to that, significant debtor balances from related party entities. Consequently, estimating the required provision for such debtors requires a regular review to identify those entities where events (either historical or current) give management an indication that future recoverability may be uncertain. The review is performed on a regular basis |
| The recovery of the balance owed from the company's subsidiary is based on the judgements and estimates used in preparing financial forecast models, as described below. |
| Investment impairment |
| The group reviews the carrying amount of its investments at each balance sheet date or if events occur which call in to question the carrying value of the assets. Future events could cause the assumptions used in these impairment tests to change, which may in turn mean future impairment charges to be recognised. |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 4. | TURNOVER |
| The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the group. |
| An analysis of turnover by class of business is given below: |
| Period |
| 1.1.24 |
| to | Year Ended |
| 30.12.24 | 31.12.23 |
| £ | £ |
| Sale of roofing products | 18,995,144 | 18,102,645 |
| Sale of recycled plastic | 1,677,971 | 2,322,541 |
| 20,673,115 | 20,425,186 |
| An analysis of turnover by geographical market is given below: |
| Period |
| 1.1.24 |
| to | Year Ended |
| 30.12.24 | 31.12.23 |
| £ | £ |
| United Kingdom | 20,673,115 | 20,425,186 |
| 20,673,115 | 20,425,186 |
| 5. | OTHER OPERATING INCOME |
| 31.12.24 | 31.12.22 |
| £ | £ |
| Management fees | 500,617 | 260,072 |
| Recharges (net) |
| - Electricity recharged | 94,276 | 87,714 |
| - Electricity costs | (94,276 | ) | (87,714 | ) |
| - Rent and rates recharged | 37,702 | 173,027 |
| - Rent and rates costs | (37,702 | ) | (173,027 | ) |
| 500,617 | 260,072 |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 6. | EMPLOYEES AND DIRECTORS |
| Period |
| 1.1.24 |
| to | Year Ended |
| 30.12.24 | 31.12.23 |
| £ | £ |
| Wages and salaries | 3,244,323 | 2,961,722 |
| Social security costs | 276,706 | 239,522 |
| Other pension costs | 46,838 | 44,319 |
| 3,567,867 | 3,245,563 |
| The average number of employees during the period was as follows: |
| Period |
| 1.1.24 |
| to | Year Ended |
| 30.12.24 | 31.12.23 |
| Sales and Marketing | 9 | 12 |
| Administration | 16 | 10 |
| Warehouse and Distribution | 82 | 63 |
| Period |
| 1.1.24 |
| to | Year Ended |
| 30.12.24 | 31.12.23 |
| £ | £ |
| Directors' remuneration | - | - |
| 7. | AMOUNTS WRITTEN OFF INVESTMENTS |
| Period |
| 1.1.24 |
| to | Year Ended |
| 30.12.24 | 31.12.23 |
| £ | £ |
| Impairment of investments | - | 132,000 |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| Period |
| 1.1.24 |
| to | Year Ended |
| 30.12.24 | 31.12.23 |
| £ | £ |
| Bank interest | 70,458 | 56,065 |
| Bank loan interest | 125,763 | 167,161 |
| Invoice discounting interest | 248,208 | 213,012 |
| Hire purchase | 19,040 | 39,359 |
| 463,469 | 475,597 |
| 9. | (LOSS)/PROFIT BEFORE TAXATION |
| The loss (2023 - profit) is stated after charging/(crediting): |
| Period |
| 1.1.24 |
| to | Year Ended |
| 30.12.24 | 31.12.23 |
| £ | £ |
| Hire of plant and machinery | 74,786 | 82,763 |
| Depreciation - owned assets | 593,400 | 467,829 |
| Loss on disposal of fixed assets | 8,766 | 9,492 |
| Development costs amortisation | 6,411 | 7,900 |
| Negative goodwill amortisation | (9,406 | ) | (9,406 | ) |
| Foreign exchange differences | (29,044 | ) | 349 |
| 10. | AUDITORS' REMUNERATION |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Fees payable to the company's auditor and associates: |
| For audit services |
| Audit of the financial statements of the group and company | 3,847 | 1,713 |
| Audit of the financial statements of the company's subsidiaries | 26,270 | 40,886 |
| 30,117 | 42,599 |
| For other services |
| All other non-audit services of the group and company | 1,396 | 1,396 |
| All other non-audit services of the company's subsidiaries | 8,616 | 8,616 |
| 10,012 | 10,012 |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 11. | TAXATION |
| Analysis of the tax (credit)/charge |
| The tax (credit)/charge on the loss for the period was as follows: |
| Period |
| 1.1.24 |
| to | Year Ended |
| 30.12.24 | 31.12.23 |
| £ | £ |
| Current tax: |
| UK corporation tax | 121,883 | 79,401 |
| Deferred tax | (344,021 | ) | 109,284 |
| Tax on (loss)/profit | (222,138 | ) | 188,685 |
| Reconciliation of total tax (credit)/charge included in profit and loss |
| The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| Period |
| 1.1.24 |
| to | Year Ended |
| 30.12.24 | 31.12.23 |
| £ | £ |
| (Loss)/profit before tax | (122,157 | ) | 398,050 |
| (Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25 %) |
(30,539 |
) |
99,513 |
| Effects of: |
| Expenses not deductible for tax purposes | 19,171 | 12,114 |
| Adjustments to tax charge in respect of previous periods | - | (5,990 | ) |
| Change in corporation tax rate | - | (5,371 | ) |
| Amortisation charge | (2,352 | ) | (2,352 | ) |
| Written off investment | - | 33,000 |
| Group losses unrelieved | - | 57,771 |
| Unrecognised deferred tax asset utilised | 156,427 | - |
| Derecognition of deferred tax liability | (364,845 | ) | - |
| Total tax (credit)/charge | (222,138 | ) | 188,685 |
| 12. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 13. | DIVIDENDS |
| Period |
| 1.1.24 |
| to | Year Ended |
| 30.12.24 | 31.12.23 |
| £ | £ |
| B Ordinary shares of £1 each |
| Interim | 21,664 | 46,930 |
| C Ordinary shares of £1 each |
| Interim | 46,095 | 79,110 |
| 67,759 | 126,040 |
| 14. | INTANGIBLE FIXED ASSETS |
| Group |
| Patents |
| and | Development | Negative |
| Goodwill | licences | costs | goodwill | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 1st January 2024 | 657,001 | 7,000 | 51,978 | (94,055 | ) | 621,924 |
| Additions | - | - | 1,694 | - | 1,694 |
| At 30th December 2024 | 657,001 | 7,000 | 53,672 | (94,055 | ) | 623,618 |
| AMORTISATION |
| At 1st January 2024 | 657,001 | 7,000 | 44,483 | (54,867 | ) | 653,617 |
| Amortisation for period | - | - | 6,411 | (9,406 | ) | (2,995 | ) |
| At 30th December 2024 | 657,001 | 7,000 | 50,894 | (64,273 | ) | 650,622 |
| NET BOOK VALUE |
| At 30th December 2024 | - | - | 2,778 | (29,782 | ) | (27,004 | ) |
| At 31st December 2023 | - | - | 7,495 | (39,188 | ) | (31,693 | ) |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 14. | INTANGIBLE FIXED ASSETS - continued |
| Company |
| Goodwill |
| £ |
| COST |
| At 1st January 2024 |
| and 30th December 2024 |
| AMORTISATION |
| At 1st January 2024 |
| and 30th December 2024 |
| NET BOOK VALUE |
| At 30th December 2024 |
| At 31st December 2023 |
| 15. | TANGIBLE FIXED ASSETS |
| Group |
| Improvements | Fixtures |
| to | Plant and | and | Motor |
| property | machinery | fittings | vehicles | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 1st January 2024 | 543,036 | 5,079,272 | 278,410 | 348,269 | 6,248,987 |
| Additions | 6,698 | 718,479 | 40,965 | 79,604 | 845,746 |
| Disposals | - | (3,000 | ) | - | (108,123 | ) | (111,123 | ) |
| At 30th December 2024 | 549,734 | 5,794,751 | 319,375 | 319,750 | 6,983,610 |
| DEPRECIATION |
| At 1st January 2024 | 242,429 | 1,192,629 | 151,574 | 146,468 | 1,733,100 |
| Charge for period | 49,573 | 392,988 | 86,770 | 64,069 | 593,400 |
| Eliminated on disposal | - | - | - | (34,320 | ) | (34,320 | ) |
| At 30th December 2024 | 292,002 | 1,585,617 | 238,344 | 176,217 | 2,292,180 |
| NET BOOK VALUE |
| At 30th December 2024 | 257,732 | 4,209,134 | 81,031 | 143,533 | 4,691,430 |
| At 31st December 2023 | 300,607 | 3,886,643 | 126,836 | 201,801 | 4,515,887 |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 15. | TANGIBLE FIXED ASSETS - continued |
| Group |
| Included above are assets held under finance leases or hire purchase contracts as follows: |
| 2024 | 2023 |
| Net Book Value | Dep'n | Net Book Value | Dep'n |
| £ | £ | £ | £ |
| Plant and machinery | 1,087,199 | 73,612 | 1,160,811 | 65,606 |
| Motor vehicles | 39,146 | 16,198 | 55,344 | 16,197 |
| 1,126,345 | 89,810 | 1,216,155 | 81,103 |
| 16. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1st January 2024 |
| Impairments | ( |
) |
| At 30th December 2024 |
| NET BOOK VALUE |
| At 30th December 2024 |
| At 31st December 2023 |
| Details of the company's subsidiaries at 31 December 2024 are as follows: |
Names of undertaking |
Registered office |
Nature of business |
Class of shares held |
% Held direct |
% Held indirect |
| Easy-Trim Roofing and Construction Product Limited |
1 |
Construction products |
Ordinary |
60.00 |
- |
| Vinyl (GB) Limited | 2 | Manufacturing | Ordinary | - | 33.00 |
| 1 - Unit12b Metcalf Drive, Altham Industrial Estate, Accrington, Lancashire, BB5 5TU |
| 2 - Unit 1 Prospect Estate, Llay Industrial Estate North. Llay. Wrexham, LL12 OPB |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 17. | STOCKS |
| Group |
| 30.12.24 | 31.12.23 |
| £ | £ |
| Stocks | 2,277,172 | 2,571,742 |
| 18. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 30.12.24 | 31.12.23 | 30.12.24 | 31.12.23 |
| £ | £ | £ | £ |
| Trade debtors | 4,830,970 | 4,778,342 |
| Other debtors | 795,062 | 501,209 |
| Directors' current accounts | - | 14,569 | - | 14,569 |
| Tax | 101,668 | 98,914 |
| Prepayments and accrued income | 245,799 | 221,455 |
| 5,973,499 | 5,614,489 |
| 19. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 30.12.24 | 31.12.23 | 30.12.24 | 31.12.23 |
| £ | £ | £ | £ |
| Bank loans and overdrafts (see note 21) | 5,254,761 |
4,622,499 |
| Hire purchase contracts (see note 22) | 399,599 |
116,943 |
| Trade creditors | 4,168,282 | 3,793,713 |
| Tax | 145,364 | 106,118 |
| Social security and other taxes | 64,647 | 65,422 |
| VAT | 449,815 | 525,287 | 4,514 | 4,238 |
| Other creditors | 30,629 | 73,599 |
| Directors' current accounts | 985 | - | 985 | - |
| Accruals and deferred income | 1,642,210 | 1,273,098 |
| 12,156,292 | 10,576,679 |
| 20. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group |
| 30.12.24 | 31.12.23 |
| £ | £ |
| Bank loans (see note 21) | - | 1,050,000 |
| Hire purchase contracts (see note 22) | - |
79,874 |
| - | 1,129,874 |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 20. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR - continued |
| Due to the subsidiaries entering administration after the balance sheet date, all liabilities have been classified as due <1 year. |
| 21. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group |
| 30.12.24 | 31.12.23 |
| £ | £ |
| Amounts falling due within one year | or on demand: |
| Bank overdrafts | 1,256,677 | 595,502 |
| Bank loans | 1,050,000 | 600,000 |
| Invoice discounting facility | 2,948,084 | 3,426,997 |
| 5,254,761 | 4,622,499 |
| Amounts falling due between one | and two years: |
| Bank loans - 1-2 years | - | 600,000 |
| Amounts falling due between two | and five years: |
| Bank loans - 2-5 years | - | 450,000 |
| 22. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Hire purchase |
| contracts |
| 30.12.24 | 31.12.23 |
| £ | £ |
| Net obligations repayable: |
| Within one year | 399,599 | 116,943 |
| Between one and five years | - | 79,874 |
| 399,599 | 196,817 |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 23. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Group |
| 30.12.24 | 31.12.23 |
| £ | £ |
| Bank overdraft | 1,256,677 | 595,502 |
| Bank loans | 3,998,084 | 5,076,997 |
| Hire purchase contracts | 399,599 | 196,817 |
| 5,654,360 | 5,869,316 |
| The bank loans and overdrafts are secured by a debenture over the group's assets. |
| Subsequent to the reporting date, the subsidiary entered administration. In accordance with the terms of the borrowing arrangements, this resulted in the secured loans becoming repayable on demand. As the lender had the right to demand repayment at the reporting date as a result of this event, the related borrowings have been presented as amounts falling due within one year in these financial statements. |
| 24. | PROVISIONS FOR LIABILITIES |
| Group |
| 30.12.24 | 31.12.23 |
| £ | £ |
| Deferred tax |
| Accelerated capital allowances | - | 849,841 |
| Tax losses carried forward | - | (505,820 | ) |
| - | 344,021 |
| Group |
| Deferred |
| tax |
| £ |
| Balance at 1st January 2024 | 344,021 |
| Credit to Statement of Comprehensive Income during period | (344,021 | ) |
| Balance at 30th December 2024 | - |
| Due to the subsidiaries entering administration after the balance sheet date, deferred tax has not been recognised in the accounts. |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 25. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 30.12.24 | 31.12.23 |
| value: | £ | £ |
| A Ordinary | £1 | 80 | 80 |
| B Ordinary | £1 | 10 | 10 |
| C Ordinary | £1 | 10 | 10 |
| 100 | 100 |
| 26. | RESERVES |
| Group |
| Retained |
| earnings |
| £ |
| At 1st January 2024 | 736,793 |
| Deficit for the period | (222,186 | ) |
| Dividends | (67,759 | ) |
| At 30th December 2024 | 446,848 |
| Company |
| Retained |
| earnings |
| £ |
| At 1st January 2024 |
| Deficit for the period | ( |
) |
| Dividends | ( |
) |
| At 30th December 2024 |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 27. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
| The following advances and credits to a director subsisted during the period ended 30th December 2024 and the year ended 31st December 2023: |
| 30.12.24 | 31.12.23 |
| £ | £ |
| S J Thorpe |
| Balance outstanding at start of period | 14,569 | (359,079 | ) |
| Amounts advanced | 402,517 | 500,000 |
| Amounts repaid | (418,071 | ) | (126,352 | ) |
| Amounts written off | - | - |
| Amounts waived | - | - |
| Balance outstanding at end of period | (985 | ) | 14,569 |
| 28. | RELATED PARTY DISCLOSURES |
| During the period the group engaged Juta UK Ltd, a company under the control of Simon Thorpe, who also controls the parent company, Memtech Ltd. |
| During the year sales to Juta UK Limited were £215,482 (2023: £178,264). At the balance sheet date amounts owed by Juta UK Limited were £100,001 (2023: £24,367). During the year purchases from Juta UK Limited were £nil (2023: £657). |
| During the period the group engaged Halo Plastics Ltd, a connected company by virtue of a common shareholder. |
| Sales to Halo Plastics Ltd were £44,398 (2023: £11,484). At the balance sheet date amounts owed to Halo Plastics were £11,535 (2023: £nil). Purchases from Halo Plastics Ltd during the period were £620,934 (2023: £832,564). At the balance sheet date amounts owed to Halo Plastics were £198,635 (2023: £119,269). |
| At the balance sheet date amounts owed by a director of a subsidiary company amounted to £370,827 (2023: £363,041). |
| At the balance sheet date amounts owed by a shareholder of a subsidiary company amounted to £10,881 (2023: £10,881). |
| During the period, a total of key management personnel compensation of £ 110,783 (2023 - £ 136,216 ) was paid. |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 29. | POST BALANCE SHEET EVENTS |
| Subsequent to the reporting date, MemTech Ltd acquired the remaining 40% shareholding in EasyTrim Roofing and Construction Products Limited, increasing its ownership to 100%. |
| Shortly thereafter, EasyTrim Roofing and Construction Products Limited and its subsidiary, Vinyl GB Ltd, entered administration. |
| These events have had a significant impact on the Group and are the primary reason why the consolidated financial statements have been prepared on a basis other than going concern, as described in Note 1. |
| At the date of approval of these financial statements, the directors are unable to reliably estimate the financial effect of the administrations on the Group. |
| 30. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| Period |
| 1.1.24 |
| to | Year Ended |
| 30.12.24 | 31.12.23 |
| £ | £ |
| (Loss)/profit before taxation | (122,157 | ) | 398,050 |
| Depreciation charges | 590,405 | 466,322 |
| Loss on disposal of fixed assets | 8,766 | 9,492 |
| - | 132,000 |
| Finance costs | 463,469 | 475,597 |
| Finance income | (6,682 | ) | (6,248 | ) |
| 933,801 | 1,475,213 |
| Decrease/(increase) in stocks | 294,570 | (108,574 | ) |
| Increase in trade and other debtors | (370,825 | ) | (89,636 | ) |
| Increase in trade and other creditors | 624,464 | 910,936 |
| Cash generated from operations | 1,482,010 | 2,187,939 |
| MEMTECH LTD (REGISTERED NUMBER: 03324691) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 30TH DECEMBER 2024 |
| 31. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Period ended 30th December 2024 |
| 30.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 105,898 | 212,630 |
| Bank overdrafts | (1,256,677 | ) | (595,502 | ) |
| (1,150,779 | ) | (382,872 | ) |
| Year ended 31st December 2023 |
| 31.12.23 | 1.1.23 |
| £ | £ |
| Cash and cash equivalents | 212,630 | 580,071 |
| Bank overdrafts | (595,502 | ) | (809,568 | ) |
| (382,872 | ) | (229,497 | ) |
| 32. | ANALYSIS OF CHANGES IN NET DEBT |
| Other |
| non-cash |
| At 1.1.24 | Cash flow | changes | At 30.12.24 |
| £ | £ | £ | £ |
| Net cash |
| Cash at bank |
| and in hand | 212,630 | (106,732 | ) | 105,898 |
| Bank overdrafts | (595,502 | ) | (661,175 | ) | (1,256,677 | ) |
| (382,872 | ) | (767,907 | ) | (1,150,779 | ) |
| Debt |
| Finance leases | (196,817 | ) | 148,218 | - | (399,599 | ) |
| Debts falling due |
| within 1 year | (4,026,997 | ) | 28,913 | - | (3,998,084 | ) |
| Debts falling due |
| after 1 year | (1,050,000 | ) | 1,050,000 | - | - |
| (5,273,814 | ) | 1,227,131 | - | (4,397,683 | ) |
| Total | (5,656,686 | ) | 459,224 | - | (5,548,462 | ) |