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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: Mr S J Thorpe
Mrs J C Thorpe



REGISTERED OFFICE: Melton Grove Works
Church Road
Lytham St Annes
Lancashire
FY8 5PL



REGISTERED NUMBER: 03324691 (England and Wales)



SENIOR STATUTORY AUDITOR: Christopher Bond



AUDITORS: SBCA Statutory Auditor
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:





Mr S J Thorpe - Director


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.

Mr S J Thorpe
Mrs J C Thorpe

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:





Mr S J Thorpe - Director


23rd December 2025

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.




Christopher Bond (Senior Statutory Auditor)
for and on behalf of SBCA Statutory Auditor
17 Moor Park Avenue
Preston
Lancashire
PR1 6AS

23rd December 2025

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 99,981 209,365

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 - 232,983
- 232,983

CURRENT ASSETS
Debtors 18 350,000 274,694
Cash at bank 101,822 183,280
451,822 457,974
CREDITORS
Amounts falling due within one year 19 (210,117 ) (208,467 )
NET CURRENT ASSETS 241,705 249,507
TOTAL ASSETS LESS CURRENT LIABILITIES 241,705 482,490

CAPITAL AND RESERVES
Called up share capital 25 100 100
Retained earnings 26 241,605 482,390
SHAREHOLDERS' FUNDS 241,705 482,490

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 23rd December 2025 and were signed on its behalf by:




....................................................................
Mr S J Thorpe - Director


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 100 331,082 331,182

Changes in equity
Dividends - (126,040 ) (126,040 )
Total comprehensive income - 277,348 277,348
Balance at 31st December 2023 100 482,390 482,490

Changes in equity
Dividends - (67,759 ) (67,759 )
Total comprehensive income - (173,026 ) (173,026 )
Balance at 30th December 2024 100 241,605 241,705

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.
Improvements to property - 50% on cost, 33% on cost, 20% on cost and 10% on cost
Plant and machinery - 33% on cost, 20% on cost, 10% on cost, 7% on cost and 4% on cost
Fixtures and fittings - 50% on cost, 33% on cost and 8% on reducing balance
Motor vehicles - 20% on cost

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
107 85

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 28,000
AMORTISATION
At 1st January 2024
and 30th December 2024 28,000
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 232,983
Impairments (232,983 )
At 30th December 2024 -
NET BOOK VALUE
At 30th December 2024 -
At 31st December 2023 232,983


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 - 185,125
Other debtors 795,062 501,209 350,000 75,000
Directors' current accounts - 14,569 - 14,569
Tax 101,668 98,914 - -
Prepayments and accrued income 245,799 221,455 - -
5,973,499 5,614,489 350,000 274,694

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 145,364 106,118 121,883 85,391
Social security and other taxes 64,647 65,422 - -
VAT 449,815 525,287 4,514 4,238
Other creditors 30,629 73,599 1,855 37,703
Directors' current accounts 985 - 985 -
Accruals and deferred income 1,642,210 1,273,098 80,880 81,135
12,156,292 10,576,679 210,117 208,467

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: £    £   
80 A Ordinary £1 80 80
10 B Ordinary £1 10 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 482,390
Deficit for the period (173,026 )
Dividends (67,759 )
At 30th December 2024 241,605


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 )