ACCOUNTS - Final Accounts

Other operating income

Period ended

30 December

Registered number: 14554579

MIDEL & MIVOLT FLUIDS LIMITED

Annual Report and Financial Statements

For the period ended 30 December 2024

MIDEL & MIVOLT FLUIDS LIMITED

Company Information

Directors	D Yilmaz-Cetin (appointed 31 May 2024)
	A Ni Bhriain (appointed 3 September 2024)


Company secretary	Pecten Secretaries Limited


Registered number	14554579


Registered office	Hibernia Way
	Trafford Park
	Greater Manchester
	M32 0ZD


Independent auditors	Hurst Accountants Limited
	Chartered Accountants & Statutory Auditors
	3 Stockport Exchange
	Stockport
	SK1 3GG

MIDEL & MIVOLT FLUIDS LIMITED

Contents

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 5
Independent Auditors' Report	6 - 9
Consolidated Statement of Comprehensive Income	10
Consolidated Balance Sheet	11
Company Balance Sheet	12 - 13
Consolidated Statement of Changes in Equity	14
Company Statement of Changes in Equity	15
Consolidated Statement of Cash Flows	16 - 17
Consolidated Analysis of Net Debt	18
Notes to the Financial Statements	19 - 40

MIDEL & MIVOLT FLUIDS LIMITED

Group Strategic Report

For the period ended 30 December 2024

Introduction

The directors present their strategic report together with the audited financial statements for the period ended 30 December 2024.

Business review

This marked the first full year of operations after the MIDEL and MIVOLT business was acquired by Shell U.K Limited on the 31st of December 2023 under the name M&I Materials Development Limited. This company name was later changed to MIDEL & MIVOLT Fluids Limited in March 2024.
The previous owner (M&I Materials Limited) developed the MIDEL and MIVOLT businesses over many decades into market-leading positions in the transformer fluids and immersion cooling spaces. Shell via MIDEL & MIVOLT Fluids Limited will provide a larger platform to enable growth of each business on a global scale..
During the financial year, turnover was £89,430,512 (2023: £3,893,147), reflecting strong trading underpinned by growing volumes and solid margins. This resulted in a gross profit of £30,239,455 (2023: £1,310,030). After the inclusion of operational expenditure and an exceptional item of £26,000,000, this gave way to an operating loss of £5,642,558 (2023: operating profit of £27,628,872). The company was incorporated on 22 December 2022 and only commenced trading following the acquisition of the trade and assets of the MIDEL and MIVOLT business units from M&I Materials Limited on 26 November 2023. Therefore, the prior year figures reflect only a short period of trading activity.

Financial key performance indicators

Turnover and underlying operating performance (before the legal provision described in note 22) for the 2024 year were in line with expectations. Looking forward to 2025 the focus will be on two key areas. Firstly, continuing to drive growth across the MIDEL and MIVOLT product portfolio in all markets. This will be underpinned by taking advantage of the increasing global demand for electrical power, climate change mitigation and environmental sustainability. Secondly to fully and seamlessly integrate MIDEL & MIVOLT Limited’s assets and trade into Shell U.K. Limited by 1st of June 2025.
Financial key performance indicators are shown below:


		2024	2023
		£'000	£'000


Turnover	89,431	3,893
Gross profit	30,239	1,310
Operating profit	(5,643)	27,628
Net assets	23,168	27,486
Bank balance	20,428	11,466

The 2023 figures reflect only a short period of trading (from 26 November 2023 to 31 December 2023). This is because the company commenced trading on 26 November 2023, the date the entity was carved out of from M&I Materials (the former owner of the business). In 2023 there was also an exceptional item of £27,205,162, due to the write-off of an intercompany balance owed to the company’s former group. This exceptional amount contributed to the £27,682,872 operating profit.

Page 1

MIDEL & MIVOLT FLUIDS LIMITED

Group Strategic Report (continued)

For the period ended 30 December 2024

Principal risks and uncertainties

MIDEL and MIVOLT Fluids Limited’s underlying performance (before the legal provision described in note 22) demonstrates the intrinsic potential of its specialised portfolio of products and business model. This should position the business to progress despite macroeconomic concerns caused by global recessionary headwinds and ongoing geo-political uncertainties.
The company trades in Sterling, US dollars and Euros, and is exposed to exchange movements. The company attempts to establish natural currency hedges between purchases and sales wherever commercially possible. The accounts have been prepared under FRS 102 accounting standards. FRS 102 requires that all outstanding foreign exchange contracts be recognised at fair value with any changes in fair value recognised in profit or loss.
The business carries out an annual risk register review of all major risks the business faces and takes action to mitigate risk where it is appropriate to do so. Where any subsequent net risk exposure is deemed to be high, insurance is considered to minimise any impact should an unforeseen event occur. This is also required as part of our ISO 9001 & 14001 accreditations.

Other key performance indicators

The company uses a range of financial and non-financial measures to monitor its performance against its strategic plans. The indicators cover Sustainability, Health & Safety, Environment, Customer Satisfaction, Employee Development, Financial Performance, Operations Performance and Fulfilment, Quality, and Innovation. These indicators provide the Board and Executive Management with leading indicators of future performance.

Directors' statement of compliance with duty to promote the success of the Group

MIDEL and MIVOLT Fluids Limited prepares both long term and annual plans as well as regular forecasts which are reviewed during the year by company leadership. To further promote the continued long-term success of the business, we actively engage with our stakeholders and this allows us to grow and execute our strategy; we consider the impact we have on them as well as what they consider important when developing our plans for future success. MIDEL and MIVOLT Fluids Limited employees are key to its success, and we actively engage through regular communication forums. We participate with our customers in technical and commercial collaborations. We are also active in trade associations and in the setting of industry standards.
As part of its long-term growth strategy MIDEL and MIVOLT Fluids Limited recognises its responsibility and role to help create a safer and more sustainable future for all. We collaborate with our customers, supply chain and other stakeholders to determine how best we can fulfil our responsibilities in relation to Environmental, Societal and Governance objectives. Products we offer can support our customers in meeting their responsibilities and we continually evaluate the way in which we operate to optimise the impact we have.

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

A Ni Bhriain

Director

Date: 30 December 2025

Page 2

MIDEL & MIVOLT FLUIDS LIMITED

Directors' Report

For the period ended 30 December 2024

The directors present their report and the financial statements for the period ended 30 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the group strategic report, the directors' report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

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

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

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

Results and dividends

The loss for the period, after taxation, amounted to £4,394,742 (2023 - profit £27,448,210).

The directors do not recommend payment of a final dividend.

Directors

The directors who served during the period were:

M A Ten Have (resigned 16 September 2024)

P H Ross (resigned 16 September 2024)

E C Dibua (resigned 31 May 2024)

A Akik (resigned 16 September 2024)

D Yilmaz-Cetin (appointed 31 May 2024)

A Ni Bhriain (appointed 3 September 2024)

L C Darling (appointed 3 September 2024, resigned 27 November 2025)

P Kohli (appointed 12 February 2024, resigned 16 September 2024)

Page 3

MIDEL & MIVOLT FLUIDS LIMITED

Directors' Report (continued)

For the period ended 30 December 2024

Environmental matters

The group will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The company has complied with all applicable legislation and regulations.
Streamlined Energy and Carbon Reporting (SECR)
Energy and carbon information for the group, including MIDEL & MIVOLT Fluids Limited, is reported in the consolidated accounts of the parent company, Shell plc, which are available from Companies House.

Future developments

MIDEL and MIVOLT Fluids will focus on growing the business and leveraging its relationship with Shell to minimise costs, improve operational efficiency and enhance the customer experience.
It is envisaged that MIDEL & MIVOLT Limited’s assets, trade and employees will be fully integrated into Shell U.K. Limited by the 1st of June 2025.

Financial instruments

The group's approach to the use of financial instruments is addressed in the Strategic Report.

Research and development activities

The group continues to invest in research and development using its market insights for the purpose of creating products to generate value for our customers.

Disclosure of information to auditors

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

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

Post balance sheet events

On the 1st of April 2025, MIDEL & MIVOLT Limited’s assets and trade were integrated into Shell U.K. Limited. Staff were then fully migrated into Shell U.K. on the 1st of June 2025. This change has no impact on the financial position or performance of the company as presented in these financial statements.

Page 4

MIDEL & MIVOLT FLUIDS LIMITED

Directors' Report (continued)

For the period ended 30 December 2024

Auditors

The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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

A Ni Bhriain

Director

Date: 30 December 2025

Page 5

MIDEL & MIVOLT FLUIDS LIMITED

Independent Auditors' Report to the Members of MIDEL & MIVOLT FLUIDS LIMITED

Opinion

We have audited the financial statements of MIDEL & MIVOLT FLUIDS LIMITED (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 30 December 2024, which comprise the consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 December 2024 and of the Group's loss 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 6

MIDEL & MIVOLT FLUIDS LIMITED

Independent Auditors' Report to the Members of MIDEL & MIVOLT FLUIDS LIMITED (continued)

Other information

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

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the group strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

∙the group strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the 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 directors' report.

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

∙adequate accounting records have not been kept 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 page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Page 7

MIDEL & MIVOLT FLUIDS LIMITED

Independent Auditors' Report to the Members of MIDEL & MIVOLT FLUIDS LIMITED (continued)

Auditors' responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.

∙The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.

∙Supporting documentation relating to the Company's policies and procedures for:

°Identifying, evaluating, and complying with laws and regulations

°Detecting and responding to the risks of fraud

∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.

∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption.

Audit response to risks identified
Our procedures to respond to the risks identified included the following:

∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.

∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.

∙Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.

∙Enquiring of management about any actual and potential litigation and claims.

∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.

Page 8

MIDEL & MIVOLT FLUIDS LIMITED

Independent Auditors' Report to the Members of MIDEL & MIVOLT FLUIDS LIMITED (continued)

We have also considered the risk of fraud through management override of controls by:

∙Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.

∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and

∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

Use of our report

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

John Glover (Senior Statutory Auditor)

for and on behalf of

Hurst Accountants Limited

Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

SK1 3GG

30 December 2025

Page 9

MIDEL & MIVOLT FLUIDS LIMITED

Consolidated Statement of Comprehensive Income

For the period ended 30 December 2024

	30 December	Period ended 30 December
	2024	2023
Note	£	£


Turnover	4	89,430,512	3,893,147
Cost of sales		(59,191,057)	(2,583,869)
Gross profit		30,239,455	1,309,278
Selling and distribution costs		(7,899,441)	(443,788)
Administrative expenses		(2,133,724)	(447,054)
Exceptional item	12	(26,000,000)	27,205,162
Other operating income	5	151,152	5,274
Operating (loss)/profit	6	(5,642,558)	27,628,872
Interest receivable and similar income	9	30,045	165
Interest payable and similar expenses	10	(3,457)	-
(Loss)/profit before taxation		(5,615,970)	27,629,037
Tax on (loss)/profit	11	1,221,228	(180,827)
(Loss)/profit for the financial period		(4,394,742)	27,448,210


Currency translation differences	77,319	37,591
Other comprehensive income for the period	77,319	37,591
Total comprehensive income for the period	(4,317,423)	27,485,801

(Loss)/profit for the period attributable to:
Owners of the parent Company		(4,394,742)	27,448,210

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 19 to 40 form part of these financial statements.

Page 10

MIDEL & MIVOLT FLUIDS LIMITED

Registered number: 14554579

Consolidated Balance Sheet

As at 30 December 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	13		540,281		600,312
Tangible assets	14		16,687,125		10,855,105
			17,227,406		11,455,417
Current assets
Stocks	16	8,645,219		6,536,145
Debtors: amounts falling due within one year	17	19,401,428		13,410,531
Cash at bank and in hand	18	20,427,537		11,465,507
		48,474,184		31,412,183
Creditors: amounts falling due within one year	19	(14,885,191)		(13,672,242)
Net current assets			33,588,993		17,739,941
Total assets less current liabilities			50,816,399		29,195,358
Creditors: amounts falling due after more than one year	20		-		(59,691)
Provisions for liabilities
Deferred taxation	21	(1,648,020)		(1,649,865)
Legal provision	22	(26,000,000)		-
Net assets			23,168,379		27,485,802

Capital and reserves
Called up share capital	23	1	1
Foreign exchange reserve	24	114,910	37,591
Profit and loss account	24	23,053,468	27,448,210
		23,168,379	27,485,802

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

A Ni Bhriain

Director

Date: 30 December 2025

The notes on pages 19 to 40 form part of these financial statements.

Page 11

MIDEL & MIVOLT FLUIDS LIMITED

Registered number: 14554579

Company Balance Sheet

As at 30 December 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	14		16,672,740		10,832,001
Investments	15		-		15,928
			16,672,740		10,847,929
Current assets
Stocks	16	7,892,328		5,756,659
Debtors: amounts falling due within one year	17	18,781,009		13,194,899
Cash at bank and in hand	18	19,118,704		10,612,858
		45,792,041		29,564,416
Creditors: amounts falling due within one year	19	(14,595,559)		(13,265,926)
Net current assets			31,196,482		16,298,490
Total assets less current liabilities			47,869,222		27,146,419

Creditors: amounts falling due after more than one year	20		-		(59,691)
Provisions for liabilities
Deferred taxation	21	(1,654,139)		(1,649,865)
Legal provision	22	(26,000,000)		-
Net assets			20,215,083		25,436,863

Capital and reserves
Called up share capital	23		1		1
Profit and loss account brought forward		25,436,862		-
Profit/(loss) for the period	24	(5,221,780)		25,436,862
Profit and loss account carried forward	24		20,215,082		25,436,862
			20,215,083		25,436,863

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

Page 12

MIDEL & MIVOLT FLUIDS LIMITED

Registered number: 14554579

Company Balance Sheet (continued)

As at 30 December 2024

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

A Ni Bhriain

Director

Date: 30 December 2025

The notes on pages 19 to 40 form part of these financial statements.

Page 13

MIDEL & MIVOLT FLUIDS LIMITED

Consolidated Statement of Changes in Equity

For the period ended 30 December 2024

	Called up share capital	Foreign exchange reserve	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£	£
At 1 December 2022	-	37,591	-	37,591	37,591
Comprehensive income for the period
Profit for the period	-	-	27,448,210	27,448,210	27,448,210
Other comprehensive income for the period	-	-	-	-	-
Total comprehensive income for the period	-	-	27,448,210	27,448,210	27,448,210
Contributions by and distributions to owners
Shares issued during the period	1	-	-	1	1
Total transactions with owners	1	-	-	1	1

At 31 December 2023	1	37,591	27,448,210	27,485,802	27,485,802
Comprehensive income for the period
Loss for the period	-	-	(4,394,742)	(4,394,742)	(4,394,742)
Currency translation differences	-	77,319	-	77,319	77,319
Other comprehensive income for the period	-	77,319	-	77,319	77,319
Total comprehensive income for the period	-	77,319	(4,394,742)	(4,317,423)	(4,317,423)
At 30 December 2024	1	114,910	23,053,468	23,168,379	23,168,379

The notes on pages 19 to 40 form part of these financial statements.

Page 14

MIDEL & MIVOLT FLUIDS LIMITED

Company Statement of Changes in Equity

For the period ended 30 December 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
Comprehensive income for the period
Profit for the period	-	25,436,862	25,436,862
Total comprehensive income for the period	-	25,436,862	25,436,862
Contributions by and distributions to owners
Shares issued during the period	1	-	1
Total transactions with owners	1	-	1

At 31 December 2023	1	25,436,862	25,436,863
Comprehensive income for the period
Loss for the period	-	(5,221,780)	(5,221,780)
At 30 December 2024	1	20,215,082	20,215,083

The notes on pages 19 to 40 form part of these financial statements.

Page 15

MIDEL & MIVOLT FLUIDS LIMITED

Consolidated Statement of Cash Flows

For the period ended 30 December 2024

			2024	2023
			£	£

Cash flows from operating activities
(Loss)/profit for the financial period	(4,394,742)	27,448,210
Adjustments for:
Amortisation of intangible assets	60,031	5,045
Depreciation of tangible assets	1,147,007	96,705
Government grants	(151,152)	(5,274)
Interest paid	3,457	-
Interest received	(30,045)	(165)
Taxation charge	(1,221,334)	180,827
Increase in stocks	(2,109,074)	(2,368,419)
(Increase)/decrease in debtors	(4,770,211)	353,014
Increase in creditors	1,152,061	4,703,699
Decrease in amounts owed to groups	-	(28,861,771)
Increase in provisions	26,000,000	-
Net cash generated from operating activities	15,685,998	1,551,871

Cash flows from investing activities
Purchase of tangible fixed assets	(6,992,389)	(670,184)
Sale of tangible fixed assets	13,526	-
Government grants received	151,152	5,274
Net cash inflow on business combination (note 23)	-	10,540,789
Interest received	30,045	165
Net cash from investing activities	(6,797,666)	9,876,044
Cash flows from financing activities
Issue of ordinary shares	-	1
Interest paid	(3,457)	-
Net cash used in financing activities	(3,457)	1

Page 16

MIDEL & MIVOLT FLUIDS LIMITED

Consolidated Statement of Cash Flows (continued)

For the period ended 30 December 2024

		2024	2023
		£	£

Cash and cash equivalents at beginning of period	11,465,507	-
Foreign exchange gains and losses	77,155	37,591
Cash and cash equivalents at the end of period	20,427,537	11,465,507

Cash and cash equivalents at the end of period comprise:
Cash at bank and in hand	20,427,537	11,465,507
	20,427,537	11,465,507

The notes on pages 19 to 40 form part of these financial statements.

Page 17

MIDEL & MIVOLT FLUIDS LIMITED

Consolidated Analysis of Net Debt

For the period ended 30 December 2024


At 31 December 2023	Cash flows	At 30 December 2024
£	£	£

Cash at bank and in hand	11,465,507	8,962,308	20,427,815
Bank overdrafts	-	(278)	(278)
	11,465,507	8,962,030	20,427,537

The notes on pages 19 to 40 form part of these financial statements.

Page 18

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

1.	General information

MIDEL & MIVOLT Fluids Limited (formerly M & I Materials Development Limited) is a private company limited by share capital and is incorporated in England & Wales, company number 14554579. The address of the company's registered office is Hibernia Way, Trafford Park, Greater Manchester, United Kingdom, M32 0ZD.
The principal activity of the group is the development, manufacture and sale of Midel Dielectric Fluids and MiVolt Liquid Immersion Cooling.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if 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 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 control ceases.

Page 19

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.5

Operating leases: the Group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

Page 20

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

2.Accounting policies (continued)

2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 21

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

2.Accounting policies (continued)

2.10

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 22

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

2.Accounting policies (continued)

2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Goodwill

years

2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property	-	25 years
Plant and machinery	-	3 to 10 years
Motor vehicles	-	4 years
Fixtures and fittings	-	3 to 10 years
Assets under construction	-	Not depreciated

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 23

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

2.Accounting policies (continued)

2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.16

Debtors

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

2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 24

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

2.Accounting policies (continued)

2.20

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

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

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Page 25

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

2.Accounting policies (continued)

2.20

Financial instruments (continued)

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

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The key sources of estimation uncertainty and critical accounting judgements in applying the company's policies are as follows;
Provision for obsolete and slow moving stock
The group reviews its stocks to assess loss on account for obsolescence on a regular basis. In determining whether provision for obsolescence should be recorded in the income statement, the group makes judgements as to whether there is any observable data indicating that there is any future saleability of the product and the estimated net realisable value for such product. Accordingly, provision for impairment is made where the net realisable value is less than the cost based on best estimates by the management. The provision for obsolescence of stock is based on the ageing and historical sales pattern.
As at 30 December 2024 the stock held by the group totalled £8,645,219.
Recoverability of trade debtors
The group has recognised trade debtors with a carrying value of £16,255,043. The recoverability of trade debtors is regularly reviewed in the light of the available economic information specific to each debtor and specific provisions are recognised for balances considered to be at risk or irrecoverable.
Provision for legal claim
The group has recognised a provision of £26m in respect of a legal matter (see note 22). The amount and timing of any outflows are subject to significant estimation uncertainty, though the directors consider the amount recognised to be their best estimate at the reporting date.

Page 26

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

Turnover

The whole of the turnover is attributable to the principal activity of the group.

Analysis of turnover by country of destination:

					30 December	Period ended 30 December
					2024	2023
					£	£

United Kingdom	5,655,086	160,978
Rest of Europe	50,870,577	2,586,951
Rest of the world	32,904,849	1,145,218
	89,430,512	3,893,147

	Government grants receivable	151,152	5,274

Exchange differences

33,975

270,235

Page 27

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements	53,235	52,250
Fees payable to the Company's auditors and their associates in respect of:
Preparation of the financial statements	13,200	13,000
Taxation compliance services	19,500	27,000

8.	Employees
	Staff costs were as follows:

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Wages and salaries	4,724,388	286,883	4,026,274	215,535
Social security costs	149,116	17,850	149,116	17,850
Cost of defined contribution scheme	306,067	14,224	260,210	3,633
	5,179,571	318,957	4,435,600	237,018

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

	Group	Group	Company	Company
	30 December	Period ended 30 December	30 December	Period ended 30 December
	2024	2023	2024	2023
	No.	No.	No.	No.

Commercial, technical and administration	51	44	42	39
Production	23	27	27	27
Directors	2	2	2	2

	76	73	71	68

The directors did not receive any remuneration or benefits from the company during the period.

Page 28

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

Other interest receivable

30,045

165

Bank interest payable

3,457

Corporation tax
Current tax on profits for the year	(1,225,502)	-

	Deferred tax
	Origination and reversal of timing differences	4,274	180,827


	Tax on (loss)/profit	(1,221,228)	180,827

Page 29

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

11.Taxation (continued)

(Loss)/profit on ordinary activities before tax

(5,615,970)

27,629,037

(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	(1,403,993)	6,907,259
Effects of:
Non-tax deductible amortisation of goodwill and impairment	5,045	1,261
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	151,107	953,560
Other timing differences leading to an increase (decrease) in taxation	-	(14,217)
Non-taxable income	(37,788)	(7,752,132)
Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge	40,696	-
Fixed asset differences	23,705	57,860
Unrelieved loss on foreign subsidiaries	-	27,236
Total tax charge for the period	(1,221,228)	180,827

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 30

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

Waiver of intercompany balances	-	(28,861,771)
Bonus	-	1,656,609
Legal Provision	26,000,000	-
	26,000,000	(27,205,162)

Exceptional items in the current year comprise a £26,000,000 legal provision, as explained in Note 22. In the prior year, exceptional items comprised the waiver of intercompany balances due from M&I Materials Limited and a bonus payable to certain employees following the sale of the Group to Shell U.K. Limited.

13.	Intangible assets
	Group and Company

		Goodwill
		£
	Cost
	At 31 December 2023	605,357
	At 30 December 2024	605,357
	Amortisation
	At 31 December 2023	5,045
	Charge for the period on owned assets	60,031
	At 30 December 2024	65,076
	Net book value
	At 30 December 2024	540,281
	At 30 December 2023	600,312

Goodwill is amortised over 10 years, with amortisation of intangibles included within administrative expenses.

Page 31

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

14.	Tangible fixed assets
	Group

	Freehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Assets under construction	Total
	£	£	£	£	£	£
Cost
At 31 December 2023	2,428,457	5,254,069	32,250	90,842	3,146,192	10,951,810
Additions	-	917	-	253	6,991,219	6,992,389
Disposals	-	-	-	-	(13,526)	(13,526)
Transfers between classes	-	242,023	-	-	(242,023)	-
Exchange adjustments	-	1,612	-	-	-	1,612
At 30 December 2024	2,428,457	5,498,621	32,250	91,095	9,881,862	17,932,285
Depreciation
At 31 December 2023	8,293	85,448	896	2,068	-	96,705
Charge for the period on owned assets	94,819	1,016,964	10,750	24,474	-	1,147,007
Exchange adjustments	-	1,448	-	-	-	1,448
At 30 December 2024	103,112	1,103,860	11,646	26,542	-	1,245,160
Net book value
At 30 December 2024	2,325,345	4,394,761	20,604	64,553	9,881,862	16,687,125
At 30 December 2023	2,420,164	5,168,621	31,354	88,774	3,146,192	10,855,105

Page 32

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

14.Tangible fixed assets (continued)

	Company

	Freehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Assets under construction	Total
	£	£	£	£	£	£
Cost
At 31 December 2023	2,428,457	5,229,661	32,250	90,842	3,146,192	10,927,402
Additions	-	-	-	-	6,991,219	6,991,219
Disposals	-	-	-	-	(13,526)	(13,526)
Transfers between classes	-	242,023	-	-	(242,023)	-
At 30 December 2024	2,428,457	5,471,684	32,250	90,842	9,881,862	17,905,095
Depreciation
At 31 December 2023	8,293	84,144	896	2,068	-	95,401
Charge for the period on owned assets	94,819	1,006,995	10,750	24,390	-	1,136,954
At 30 December 2024	103,112	1,091,139	11,646	26,458	-	1,232,355
Net book value
At 30 December 2024	2,325,345	4,380,545	20,604	64,384	9,881,862	16,672,740
At 30 December 2023	2,420,164	5,145,517	31,354	88,774	3,146,192	10,832,001

The cost of non-depreciable land included in freehold property for the group and company is £910,000.

Page 33

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

15.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost
	At 31 December 2023	15,928
	Impairment
	Charge for the period	15,928
	Net book value
	At 30 December 2024	-
	At 30 December 2023	15,928

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

M&I Materials Inc	800 Brazos, Suite 400, Texas 78701 USA	Ordinary	100%
M&I Materials India Private Limited	Unit No. 504,5th Floor, Elegance Tower, New Delhi 110025 India	Ordinary	100%
MI Materials South Africa (Pty) Limited	2 Alexandra Avenue, Craighall, Sandton, Gauteng 2196 South Africa	Ordinary	100%

The company acquired the ordinary shares of the above subsidiaries from M&I Materials Limited, a former group company, on 26 November 2023.

Page 34

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

16.	Stocks
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Raw materials	1,643,986	920,868	1,507,618	817,661
Work in progress	1,318,624	938,940	1,276,018	840,544
Finished goods	5,682,609	4,676,337	5,108,692	4,098,454
	8,645,219	6,536,145	7,892,328	5,756,659

A provision of £105,187 (2023: £109,808) was recognised against stock as at the balance sheet date in respect of slow moving and obsolete stock.

Page 35

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

17.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Trade debtors	16,255,043	11,285,274	15,717,897	11,145,336
Other debtors	1,609,065	364,761	1,569,965	337,715
Prepayments and accrued income	1,537,320	1,760,496	1,493,147	1,711,848
	19,401,428	13,410,531	18,781,009	13,194,899

18.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Cash at bank and in hand	20,427,537	11,465,507	19,118,704	10,612,858

19.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Trade creditors	8,127,450	7,717,898	8,031,941	7,421,583
Corporation tax	1,197	-	-	-
Other taxation and social security	76,964	112,107	76,964	112,107
Other creditors	578,472	73,003	568,654	60,500
Accruals and deferred income	6,101,108	5,769,234	5,918,000	5,671,736
	14,885,191	13,672,242	14,595,559	13,265,926

20.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Accruals and deferred income	-	59,691	-	59,691

21.	Deferred taxation

Page 36

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

21.Deferred taxation (continued)

Group

		2024
		£

	At beginning of year	(1,649,865)
	Charged to profit or loss	(4,274)
	Arising on business combinations	6,119
	At end of year	(1,648,020)

Company

		2024
		£

	At beginning of year	(1,649,865)
	Charged to profit or loss	(4,274)
	At end of year	(1,654,139)

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£

Accelerated capital allowances	(1,663,274)	(1,678,057)	(1,663,274)	(1,678,057)
Other timing differences	15,254	28,192	9,135	28,192
	(1,648,020)	(1,649,865)	(1,654,139)	(1,649,865)

Page 37

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

22.	Legal Provision
	Group and Company
	The company has recognised a provision of £26m in respect of an ongoing legal matter. The directors consider that disclosure of further information about the nature of this provision would seriously prejudice the company’s position in relation to this matter, which is subject to legal privilege. Accordingly, details have been withheld under the exemption permitted by FRS 102 Section 21.17. The timing of any outflow of economic benefits is uncertain and will depend on the resolution of the matter.

		Legal provision
		£

	Charged to profit or loss	26,000,000

Page 38

MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

23.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

1 (2023 - 1) Ordinary share of £1.00	1	1

24.

Reserves

Foreign exchange reserve

Comprises foreign exchange adjustments arising on retranslation of foreign subsidiaries.

Profit and loss account

Comprises all current and prior year retained profits and losses.

25.	Capital commitments
	At 30 December 2024 the Group and Company had capital commitments as follows:
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Contracted for but not provided in these financial statements

209,174

26.	Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £260,210 (2023: £3,633). Contributions totalling £Nil (2023: £60,500) were payable to the fund at the balance sheet date and are included in creditors.

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MIDEL & MIVOLT FLUIDS LIMITED

Notes to the Financial Statements

For the period ended 30 December 2024

27.	Operating lease receivables
	At 30 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£


Not later than 1 year	234,488	151,398	234,488	151,398
Later than 1 year and not later than 5 years	117,244	117,244	117,244	117,244
	351,732	268,642	351,732	268,642

28.	Related party transactions
	The directors have chosen not to disclose transactions entered into with other companies wholly owned within the group as permitted under FRS 102 paragraph 33.1A. Key management personnel compensation for the period totalled £462,713.

29.	Post balance sheet events

30.	Controlling party

The immediate parent undertaking is Dielectric Fluids Holdings Ltd, company number 14886002. The ultimate parent company and controlling party of MIDEL & MIVOLT Fluids Limited is Shell plc, company number 04366849. Shell plc is the parent undertaking and largest group to consolidate these financial statements.

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