Company registration number 06806614 (England and Wales)
MII ENGINEERING LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
MII ENGINEERING LIMITED
COMPANY INFORMATION
DIRECTORS
Mr B R Arnesen
Mr M J Moody
Mrs J A Crandon
Mr R Passmore
COMPANY NUMBER
06806614
REGISTERED OFFICE
Unit 20 Pantglas Industrial Estate
Caerphilly
Mid Glamorgan
Wales
CF83 8DR
AUDITOR
Kilsby & Williams LLP
Cedar House
Hazell Drive
NEWPORT
South Wales
NP10 8FY
MII ENGINEERING LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 8
Independent auditor's report
9 - 13
Profit and loss account
14
Balance sheet
15
Statement of changes in equity
16
Statement of cash flows
17 - 18
Notes to the financial statements
19 - 37
MII ENGINEERING LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
- 1 -
The directors present the strategic report for the year ended 31 January 2026.
PRINCIPAL ACTIVITIES
MII Engineering Ltd provides specialist engineering services, including design, manufacture and installation, and maintenance of mechanical and structural systems. It supports industrial and manufacturing companies in the UK and beyond with their fabrication, pipe, mechanical, structural and electrical installation and maintenance requirements. The company is a multi-disciplined engineering company, specialising in providing engineering and industrial services to many sectors including, metals, power, chemical, cosmetics, food and utilities. Its headquarters is in Bedwas, South Wales and executes projects and maintenance activities throughout the UK.
BUSINESS REVIEW
The Directors are pleased to report another year of solid performance despite many economic headwinds. Commensurate with the engineering industry the directors believe the key business performance indicators are turnover, gross margin and profit before tax. Performance of the company was as follows:
2026
2025
£'000
£'000
Turnover
43,364
48,039
Gross profit (%)
18.76%
15.47%
Profit before taxation and exceptional items
2,863
1,096
Revenue decreased during the year, due to one key customer restructuring its operation. Despite this the company performed well, gaining new customers in the power sector and utility sector.
During the year the company acquired 100% of the capital in MII Manufacturing Ltd through a share for share exchange, this resulted in a dividend being paid to MII Engineering Ltd. This was followed by the formation of MII Employee Ownership Trust, which acquired 100% of the share capital in MII Engineering Ltd. The shares are held by the trust for the benefit of all the employees of MII Engineering Ltd. Being owned by an employee ownership trust was part of the succession plan, to make sure the company remains independent, and also forms part of the mitigation strategy for some of the risks identified further in this report.
The Directors consider the financial position of the company to remain satisfactory, cash is carefully managed throughout the year, with a continued emphasis placed on maintaining an appropriate working capital and strong financial controls.
MII ENGINEERING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 2 -
OTHER PERFORMANCE INDICATORS
The directors remain encouraged by the company’s performance and believe that its reputation for quality workmanship, technical capability and responsive customer service continues to provide a strong platform for sustainable performance.
The company continues to offer a range of services through several internal divisions to be a one stop shop:
Maintenance
Design & Modelling
Structural and General Manufacture/Fabrication
Mechanical Installations & Maintenance
Pipe Manufacture & Installations & Maintenance
Electrical Installations
Structural Installations & Maintenance
MII ENGINEERING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 3 -
PRINCIPAL RISKS AND UNCERTAINTIES
The company operates within a competitive engineering marketplace, and is exposed to a number of commercial and operational risks. Management consider the key risks to be as detailed below, as is the mitigation strategies that are in place to reduce the risks:
- The management of complex contracts within time and budget;
Mitigation – Robust project management systems, clear deliverables, regular progress reviews
- Credit risk and exposure to bad debts;
Mitigation – Credit checks, payment term enforcement, proactive collection process
- Health and Safety;
Mitigation – Regular training and certification, risk assessments and JMS, clear procedures, audit, and safety culture
- Customer density;
Mitigation – Long Term Contracts, diversify customer base, strategic planning
- Competition;
Mitigation – Different Offerings, market intelligence, brand development, customer feedback
- Availability of competent trades people;
Mitigation – Employee Ownership trust potential bonus, workforce development, retention strategy
- Inflationary cost pressures
Mitigation – Pass-through clauses, cost monitoring, value engineering
- Succession Planning
Mitigation – Mentorship and coaching, knowledge transfer, talent development
Whilst it is impossible to eliminate all risk, management are happy that the controls that are in place reduce the risk as much as possible.
Operating the appropriate certified management systems such as the below, ensures the highest standards and service provision for our customers:
- ISO 45001
- ISO 14001
- ISO 9001
- ISO 38434
- Certificate of Conformity of the Factory Production Control
- NICEIC Hazardous Area Registration
MII ENGINEERING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 4 -
SECTION 172 STATEMENT
The directors of the company acts in a way that considers and promotes the success of the company in line with the requirements of s172 of the Companies Act 2006.
When making decisions, the directors consider all stakeholders and the wider impacts of such decisions,including the impact of the company's operations on the community and environment, responsible business practices and the likely consequences of decisions in the long term. The size of the company enables the directors to regularly consult with other senior managers in the company, aiding in the decision-making process.
The company is subject to external quality control audits to ensure compliance with the ISOs listed above.
A number of the management team hold academic and professional qualifications specifically related to the business which the company operates and the directors and a number of the senior management team hold internationally recognised professional qualifications.
The directors recognises the importance of staff engagement in the company, and participates programmes designed to increase and maintain staff engagement, ultimately improving all aspects of the customer interaction with the company.
The Company mission statement is "To endeavour to deliver a quality service which we continually improve by listening to the needs of our customers." To achieve this the company continues to hold direct meetings with employees from all areas of the company. As a family run Company, employees have direct access to the senior management team on a day to day basis.
Good working relationships with suppliers are important to the success of the company. The company at all times acts responsibly and ethically in its dealings with suppliers.
Mr M J Moody
Director
29 September 2026
MII ENGINEERING LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
- 5 -
The directors present their annual report and financial statements for the year ended 31 January 2026.
RESULTS AND DIVIDENDS
The results for the year are set out on page 14.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
DIRECTORS
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr B R Arnesen
Mrs C Arnesen
(Resigned 21 March 2025)
Mr M J Moody
Mrs J A Crandon
Mr R Passmore
FINANCIAL INSTRUMENTS
The company's principal financial instruments comprise, bank accounts, an invoice discounting facility, trade debtors, trade creditors and loans. The purpose of these instruments is to raise funds and finance the company's operations. Due to the nature of the financial instruments used by the company there is no exposure to price risk. The company's approach to managing other risks applicable to the financial instruments is shown below.
In respect of bank balances the liquidity risk is managed by maintaining a balance between the continuity of funding through flexible use of the invoice discounting facility.
The company has loan facilities with fixed monthly payments. The company manages the liquidity risk by ensuring there are sufficient funds to meet the repayments.
Trade debtors are managed in respect of credit and cash flow risk by internal policies concerning the credit offered to customers and regular monitoring of amounts outstanding.
Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet obligations as they fall due.
DISABLED PERSONS
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
MII ENGINEERING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 6 -
EMPLOYEE INVOLVEMENT
The company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.
On 21 March 2025 the company was sold to Mii Trustee Limited, an Employee Ownership Trust set up for the benefit of employees.
ENERGY AND CARBON REPORT
2026
2025
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
2,098,062
2,886,773
2026
2025
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
18.00
24.00
- Fuel consumed for owned transport
429.00
584.00
447.00
608.00
Scope 2 - indirect emissions
- Electricity purchased
30.00
117.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the company
31.00
-
Total gross emissions
508.00
725.00
Intensity ratio
Tonnes CO2e per £m turnover
12
13
Quantification and reporting methodology
The methodology used in the creation of this SECR report is consistent with Greenhouse Gas (GHG) Protocol Corporate Standard Revised and follows the 2019 HM Government Environmental Reporting Guidelines. This includes defining the organisational boundaries and scoping of greenhouse gas emissions. (Mandatory emissions) and establishing a baseline to maintain meaningful and consistent comparison of data and KPIs over time. The approach to the general requirements of energy auditing references BS EN 16247 1:2022.
MII ENGINEERING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 7 -
Intensity measurement
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £m turnover, the recommended ratio for the sector.
Measures taken to improve energy efficiency
MII Engineering Ltd have continued their commitment to publish an energy policy in line with the ftse one hundred companies. Publishing the energy policy represents a formal commitment in relation to its own impact on global carbon emissions. The energy policy includes stated objectives and responsibility functions, with a nominated person given responsibility for driving forward the objectives and for coordinating energy efficiency initiatives throughout the business. Consideration has been highlighted to energy efficiency being considered in all purchasing decisions and energy-related investments. MII Engineering Ltd have continued their Metering monitoring and targeting analysis programme of the electricity HHD and utility bills to ensure that the energy savings related to initiatives and projects implemented to date are sustained. Closure of the original Tata Port Talbot Compounds has now relieved the responsibility for their energy consumption which has been translated into an energy saving as there is a reduction in the annual total energy consumption and GHG emissions. A look back from 2018 as the reference baseline and from then the adoption of energy savings solutions implemented and underpinned by the energy policy, a total estimated annual savings 322,946 kWh’s is being realised. Representing a reduction of ~74% (2024) of non-transport energy consumption. As part of the Transport efficiency programme, Electric and Hybrid Petrol vehicles are being considered in the leased vehicle fleet to assist in managing CO2e emissions related to transport. Two EV cars leased to date. MII have an active transport management policy and system in place.
Data validation and source reference
Scope 1 &2 Gas, and electricity data obtained from supplier and sub consumer utility bills.
Scope 1&3 Transport fuel consumption in litres & miles provided from internal accounting and finance procedures. Details of Fugitive Emissions provided from sub-contractor reporting.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
MII ENGINEERING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 8 -
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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
DISCLOSURE OF INFORMATION IN THE STRATEGIC REPORT
In accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 we set out in the company's strategic report information required by schedule 7 of the Large and Medium sized companies and Groups (Accounts and report) Regulations 2008.
STATEMENT OF DISCLOSURE TO AUDITOR
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Mr M J Moody
Director
29 September 2026
MII ENGINEERING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MII ENGINEERING LIMITED
- 9 -
Opinion
We have audited the financial statements of MII Engineering Limited (the 'company') for the year ended 31 January 2026 which comprise the profit and loss account, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 company's affairs as at 31 January 2026 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
MII ENGINEERING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MII ENGINEERING LIMITED (CONTINUED)
- 10 -
The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
MII ENGINEERING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MII ENGINEERING LIMITED (CONTINUED)
- 11 -
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that 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.
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
MII ENGINEERING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MII ENGINEERING LIMITED (CONTINUED)
- 12 -
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
•
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
MII ENGINEERING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MII ENGINEERING LIMITED (CONTINUED)
- 13 -
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 auditor's 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.
Jonathan Harrhy
Senior Statutory Auditor
For and on behalf of
Kilsby & Williams LLP
Chartered accountants & statutory auditor
Cedar House
Hazell Drive
NEWPORT
South Wales
NP10 8FY
20 October 2026
MII ENGINEERING LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2026
- 14 -
2026
2025
Notes
£
£
TURNOVER
3
43,363,709
48,038,943
Cost of sales
(35,227,042)
(40,604,947)
GROSS PROFIT
8,136,667
7,433,996
Administrative expenses
(5,131,748)
(6,169,885)
Other operating income
1,861
1,463
Exceptional item
4
596,477
OPERATING PROFIT
5
3,006,780
1,862,051
Interest receivable and similar income
9
10,261,673
15,324
Interest payable and similar expenses
10
(193,434)
(184,937)
Amounts written off investments
11
(10,211,538)
-
PROFIT BEFORE TAXATION
2,863,481
1,692,438
Tax on profit
12
(737,291)
(271,331)
PROFIT FOR THE FINANCIAL YEAR
2,126,190
1,421,107
The profit and loss account has been prepared on the basis that all operations are continuing operations.
MII ENGINEERING LIMITED
BALANCE SHEET
AS AT
31 JANUARY 2026
31 January 2026
- 15 -
2026
2025
Notes
£
£
FIXED ASSETS
Tangible assets
15
175,872
295,527
CURRENT ASSETS
Debtors
17
12,503,203
14,354,650
Cash at bank and in hand
2,969,125
1,001,578
15,472,328
15,356,228
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
18
(8,560,649)
(9,317,733)
NET CURRENT ASSETS
6,911,679
6,038,495
TOTAL ASSETS LESS CURRENT LIABILITIES
7,087,551
6,334,022
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
19
(12,372)
(51,904)
PROVISIONS FOR LIABILITIES
Deferred tax liability
21
(18,696)
(45,108)
NET ASSETS
7,056,483
6,237,010
CAPITAL AND RESERVES
Called up share capital
23
200
100
Share premium account
24
99,900
99,900
Profit and loss reserves
6,956,383
6,137,010
TOTAL EQUITY
7,056,483
6,237,010
The financial statements were approved by the board of directors and authorised for issue on 29 September 2026 and are signed on its behalf by:
Mr M J Moody
Director
Company registration number 06806614 (England and Wales)
MII ENGINEERING LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
- 16 -
Share capital
Share premium account
Other reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
BALANCE AT 1 FEBRUARY 2024
100
99,900
4,715,903
4,815,903
YEAR ENDED 31 JANUARY 2025:
Profit and total comprehensive income
-
-
-
1,421,107
1,421,107
BALANCE AT 31 JANUARY 2025
100
99,900
6,137,010
6,237,010
YEAR ENDED 31 JANUARY 2026:
Profit
-
-
-
2,126,190
2,126,190
Other comprehensive income:
Adjustments to fair value of investment in subsidiary undertakings
-
-
10,163,183
-
10,163,183
Gains reclassified to profit or loss
-
-
(10,163,183)
10,163,183
-
Total comprehensive income
-
-
-
12,289,373
12,289,373
Issue of share capital
23
100
-
-
100
Capital contributions to Employee Ownership Trust
13
-
-
-
(11,470,000)
(11,470,000)
BALANCE AT 31 JANUARY 2026
200
99,900
6,956,383
7,056,483
MII ENGINEERING LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2026
- 17 -
2026
2025
Notes
£
£
CASH FLOWS FROM OPERATING ACTIVITIES
Profit for the year after tax
2,126,190
1,421,107
Adjustments for:
Taxation charged
737,291
271,331
Finance costs
193,434
184,937
Investment income
(10,261,673)
(15,324)
Gain on disposal of tangible fixed assets
(167)
(3,333)
Depreciation and impairment of tangible fixed assets
133,443
198,137
Other gains and losses
10,211,538
-
Movements in working capital:
Decrease in debtors
1,851,447
3,065,721
Decrease in creditors
(1,005,137)
(4,369,093)
Cash generated from operations
3,986,366
753,483
Interest paid
(193,434)
(184,937)
Income taxes paid
(470,445)
(305,164)
Net cash inflow from operating activities
3,322,487
263,382
INVESTING ACTIVITIES
Purchase of tangible fixed assets
(13,788)
(94,693)
Proceeds from disposal of tangible fixed assets
167
3,333
Purchase of subsidiaries
(48,255)
Interest received
50,135
15,324
Dividends received
10,211,538
Net cash generated from/(used in) investing activities
10,199,797
(76,036)
FINANCING ACTIVITIES
Payment of finance leases obligations
(84,737)
(114,550)
Dividends and distributions paid
(11,470,000)
Net cash used in financing activities
(11,554,737)
(114,550)
MII ENGINEERING LIMITED
STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
2026
2025
Notes
£
£
- 18 -
NET INCREASE IN CASH AND CASH EQUIVALENTS
1,967,547
72,796
Cash and cash equivalents at beginning of year
1,001,578
928,782
CASH AND CASH EQUIVALENTS AT END OF YEAR
2,969,125
1,001,578
MII ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
- 19 -
1
ACCOUNTING POLICIES
Company information
MII Engineering Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 20 Pantglas Industrial Estate, Caerphilly, Mid Glamorgan, Wales, CF83 8DR.
1.1
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
Consolidation
The company is a parent undertaking. These financial statements present information about the company as an individual undertaking and not about its group.
The company has taken advantage of the exemption under section 402 of the Companies Act 2006 from the requirement to prepare consolidated financial statements, as all of its subsidiary undertakings are excluded from consolidation under section 405 of the Companies Act 2006 on the grounds that they are individually and collectively immaterial for the purpose of giving a true and fair view.
Details of the company’s subsidiary undertakings are set out in note 16.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover represents the sales value of work done in the year where the company has a right to consideration, excluding VAT. In respect of long-term contracts and contracts for on-going services, turnover represents the value of work done in the year, including estimates of amounts not invoiced. Turnover in respect of long-term contracts and contracts for on-going services is recognised by reference to the stage of completion.
Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.
MII ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
ACCOUNTING POLICIES
(Continued)
- 20 -
The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and equipment
16% straight line
Fixtures and fittings
20% straight line
Motor vehicles
25% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Fixed asset investments
Investments in subsidiary undertakings acquired through a share-for-share exchange are initially recognised at the fair value of the shares issued in consideration for the acquisition. Any difference between the fair value of the consideration given and the nominal value of shares issued is recognised within other reserves. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.7
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.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
MII ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
ACCOUNTING POLICIES
(Continued)
- 21 -
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 receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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.
MII ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
ACCOUNTING POLICIES
(Continued)
- 22 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments 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 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 method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
MII ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
ACCOUNTING POLICIES
(Continued)
- 23 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Leases
As lessee
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
1.13
Amounts recoverable on contract
Some of the company's contracts are considered to be of the nature of long term contracts. In order for the accounts to reflect the level of activity during the period, turnover and profit are recognised on a prudent basis as the work proceeds. Amounts recoverable on contracts represents the value of the work done but not invoiced at the balance sheet date.
MII ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
1
ACCOUNTING POLICIES
(Continued)
- 24 -
1.14
Invoice discounting facility
The company has in place an invoice discount facility based on the value of trade receivables. Under this arrangement the company has retained both the credit and late payment risk associated with the receivables. As the company has retained substantially all the risk and rewards of ownership of the receivables, it continues to recognise the receivables in the balance sheet with advances from the facility provider treated as a separate liability.
The expenses associated with this facility are included within interest payable within the profit & loss account.
1.15
Classification of invoice discounting facility in the cash flow statement
FRS 102 does not provide guidance on the treatment of factored debts in a cash flow statement. The invoice discounting facility factors debts with recourse, with the advances from the factor treated as other creditors in the balance sheet. FRS 102 requires cash flows to be analysed under the standard headings according to the substance of the transactions that give rise to them. Cash inflows and outflows relating to the invoice discounting facility are assessed to be an operating cash flow. Cash flows from the receivables are also included within operating cash flows as if the factoring had not been entered into. Management feel this method of presentation best reflects the substance of the relationship entered into.
2
JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects 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.
Provisions and contingencies
Claims against the company are considered on a case by case basis. In the event a reliable estimate of any outflow cannot be made then details of the claim are disclosed as a contingent liability. Where an estimate of the outcome can be made, usually after seeking a legal opinion, a provision is made for the most likely outcome. At the balance sheet date there is no provision for such claims.
MII ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
2
JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
(Continued)
- 25 -
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Amounts recoverable on contract
Amounts recoverable on contact are measured by reference to stage of completion which is calculated by multiplying total contract revenue by a factor of costs incurred to date/total estimated costs. This requires management to estimate costs on a job by job basis. The carrying value of amounts recoverable on contract at the year end was totalling £1,778,259 .
3
TURNOVER AND OTHER REVENUE
2026
2025
£
£
Turnover analysed by class of business
Rendering of services
43,363,709
48,038,943
2026
2025
£
£
Other revenue
Interest income
50,135
15,324
Dividends received
10,211,538
-
The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.
4
EXCEPTIONAL ITEM
2026
2025
£
£
Expenditure
Provision for fines and legal costs
-
(596,477)
Exceptional costs in the prior year relate to a provision for costs in connection with a HSE investigation. In 2025 the case against the company was dropped and the provision reversed.
MII ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 26 -
5
OPERATING PROFIT
2026
2025
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange gains
(128)
(245)
Depreciation of tangible fixed assets
133,443
198,137
Profit on disposal of tangible fixed assets
(167)
(3,333)
6
AUDITOR'S REMUNERATION
2026
2025
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
15,000
14,300
For other services
Taxation compliance services
1,200
1,150
All other non-audit services
2,236
2,574
3,436
3,724
7
EMPLOYEES
The average monthly number of persons (including directors) employed by the company during the year was:
2026
2025
Number
Number
Production
279
349
Administrative
33
38
Management
4
5
Total
316
392
MII ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
7
EMPLOYEES
(Continued)
- 27 -
Their aggregate remuneration comprised:
2026
2025
£
£
Wages and salaries
16,742,711
21,577,621
Social security costs
2,152,898
2,349,202
Pension costs
407,794
570,715
19,303,403
24,497,538
8
DIRECTORS' REMUNERATION
2026
2025
£
£
Remuneration for qualifying services
636,280
730,532
Company pension contributions to defined contribution schemes
78,667
128,000
714,947
858,532
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2025 - 5).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2026
2025
£
£
Remuneration for qualifying services
224,357
263,312
Company pension contributions to defined contribution schemes
23,333
40,000
MII ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 28 -
9
INTEREST RECEIVABLE AND SIMILAR INCOME
2026
2025
£
£
Interest income
Interest on bank deposits
9,642
15,324
Other interest income
40,493
Total interest revenue
50,135
15,324
Income from fixed asset investments
Income from shares in group undertakings
10,211,538
Total income
10,261,673
15,324
2026
2025
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
9,642
15,324
10
INTEREST PAYABLE AND SIMILAR EXPENSES
2026
2025
£
£
Interest on financial liabilities measured at amortised cost:
Interest on invoice finance arrangements
176,635
165,564
Other finance costs:
Interest on finance leases and hire purchase contracts
6,833
11,040
Other interest
9,966
8,333
193,434
184,937
11
AMOUNTS WRITTEN OFF INVESTMENTS
2026
2025
£
£
Other gains and losses
(10,211,538)
-
MII ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 29 -
12
TAXATION
2026
2025
£
£
Current tax
UK corporation tax on profits for the current period
763,703
290,492
Deferred tax
Origination and reversal of timing differences
(26,412)
(19,161)
Total tax charge
737,291
271,331
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2026
2025
£
£
Profit before taxation
2,863,481
1,692,438
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2025: 25.00%)
715,870
423,110
Tax effect of expenses that are not deductible in determining taxable profit
21,421
(137,657)
Structures and buildings allowance
(14,122)
Taxation charge for the year
737,291
271,331
13
DIVIDENDS AND DISTRIBUTIONS
2026
2025
£
£
Capital contributions to Employee Ownership Trust
Amounts paid
11,470,000
MII ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
13
DIVIDENDS AND DISTRIBUTIONS
(Continued)
- 30 -
Contributions to employee ownership trust
Mii Engineering Employee Ownership Trust (EoT) was established in FY 2026 when it acquired 100% of the Company's share capital and now holds these shares for the benefit of the Company's employees.
Funding for the purchase of the Company's share capital is derived from the Company which pays contributions to the EoT. These contributions are accounted for as payments out of the Company's distributable reserves.
14
IMPAIRMENTS
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2026
2025
Notes
£
£
In respect of:
Fixed asset investments
16
10,211,538
-
Recognised in:
Amounts written off investments
10,211,538
-
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
MII ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 31 -
15
TANGIBLE FIXED ASSETS
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
Cost
At 1 February 2025
216,583
300,162
783,119
1,299,864
Additions
13,788
13,788
Disposals
(12,478)
(12,478)
At 31 January 2026
216,583
313,950
770,641
1,301,174
Depreciation and impairment
At 1 February 2025
141,205
241,128
622,004
1,004,337
Depreciation charged in the year
26,264
25,300
81,879
133,443
Eliminated in respect of disposals
(12,478)
(12,478)
At 31 January 2026
167,469
266,428
691,405
1,125,302
Carrying amount
At 31 January 2026
49,114
47,522
79,236
175,872
At 31 January 2025
75,378
59,034
161,115
295,527
Tangible fixed assets includes assets held under finance leases or hire purchase contracts, as follows:
2026
2025
£
£
Plant and equipment
28,000
54,839
Motor vehicles
44,081
91,663
72,081
146,502
16
FIXED ASSET INVESTMENTS
MII ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
16
FIXED ASSET INVESTMENTS
(Continued)
- 32 -
MOVEMENTS IN FIXED ASSET INVESTMENTS
Shares in Group undertakings
£
Cost or valuation
At 1 February 2025
-
Additions
10,211,538
At 31 January 2026
10,211,538
Impairment
At 1 February 2025
-
Impairment losses
10,211,538
At 31 January 2026
10,211,538
Carrying amount
At 31 January 2026
-
At 31 January 2025
-
During the financial year, the Company acquired 100% of the issued share capital of MII Manufacturing Limited through a share-for-share exchange. The acquisition was accounted for using acquisition accounting, with the investment initially recognised at the fair value of the consideration transferred.
Following the acquisition, the trade and assets of MII Manufacturing Limited were transferred to the Company under a hive-up arrangement. MII Manufacturing Limited was subsequently dissolved on 17 March 2026.
As a result of the transfer of the underlying trade and assets and the subsequent dissolution of the subsidiary, the investment no longer has any recoverable value and has therefore been fully impaired at the balance sheet date. The impairment charge represents the carrying amount of the investment, comprising the fair value of the shares issued as consideration on acquisition.
MII ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 33 -
17
DEBTORS
2026
2025
Amounts falling due within one year:
£
£
Trade debtors
10,724,944
10,302,353
Gross amounts owed by contract customers
1,778,259
3,194,289
Other debtors
858,008
12,503,203
14,354,650
18
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2026
2025
Notes
£
£
Obligations under finance leases
20
39,532
84,737
Trade creditors
3,039,851
2,660,061
Corporation tax
583,703
290,445
Other taxation and social security
1,778,120
735,979
Other creditors
2,538,147
4,917,316
Accruals and deferred income
581,296
629,195
8,560,649
9,317,733
The obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.
Included within other creditors is an invoice discounting liability of £1,426,423 (2025 - £3,022,270) that is secured on the debtors to which they relate.
19
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2026
2025
Notes
£
£
Obligations under finance leases
20
12,372
51,904
The obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.
MII ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 34 -
20
FINANCE LEASE OBLIGATIONS
2026
2025
Future minimum lease payments due under finance leases:
£
£
Within one year
41,788
92,042
In two to five years
12,765
54,553
54,553
146,595
Less: future finance charges
(2,649)
(9,954)
51,904
136,641
21
DEFERRED TAXATION
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2026
2025
Balances:
£
£
Accelerated capital allowances
22,204
50,854
Retirement benefit obligations
(3,508)
(5,746)
18,696
45,108
2026
Movements in the year:
£
Liability at 1 February 2025
45,108
Credit to profit or loss
(26,412)
Liability at 31 January 2026
18,696
The net deferred tax liability is expected to increase in 2027 by £13,500. This primarily relates to the origination of new timing differences on tangible fixed assets.
MII ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 35 -
22
RETIREMENT BENEFIT SCHEMES
2026
2025
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
407,794
570,715
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
23
SHARE CAPITAL
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
200
100
200
100
During the year the Company allotted 100 Ordinary shares pursuant to a share for share exchange agreement.
24
SHARE PREMIUM ACCOUNT
This reserve records the amount above the nominal value received for shares sold, less transaction costs.
25
FINANCIAL COMMITMENTS, GUARANTEES AND CONTINGENT LIABILITIES
The terms of the agreement between Mii Engineering Employee Ownership Trust (EoT) and the previous owners of the Company to buy 100% of the Company's shares included both a completion payment and deferred consideration of £13,655,000 (2025 - £nil) which is payable by instalments until 30 October 2031.
In order that the EoT should have the funds to pay the deferred consideration, the Company intends to make contributions to the EoT over this same period, subject to there being distributable reserves available within the company.
26
OPERATING LEASE COMMITMENTS
As lessee
MII ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
26
OPERATING LEASE COMMITMENTS
(Continued)
- 36 -
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2026
2025
£
£
Within 1 year
270,818
46,222
Years 2-5
25,238
51,756
296,056
97,978
27
RELATED PARTY TRANSACTIONS
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Sales
Sales
Purchases
Purchases
2026
2025
2026
2025
£
£
£
£
Entities related by common directors
89,261
27,132
2,465,563
5,521,909
2026
2025
Amounts due to related parties
£
£
Entities related by common directors
193,988
784,182
Key management personnel
2,114
3,465
The following amounts were outstanding at the reporting end date:
2026
2025
Amounts due from related parties
£
£
Entities related by common directors
-
250,616
28
ULTIMATE CONTROLLING PARTY
The Company is under the control of Mii Engineering Employee Ownership Trust, which owns all of the allotted share capital.
MII ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
- 37 -
29
ANALYSIS OF CHANGES IN NET FUNDS
1 February 2025
Cash flows
31 January 2026
£
£
£
Cash at bank and in hand
1,001,578
1,967,547
2,969,125
Lease liabilities
(136,641)
84,737
(51,904)
864,937
2,052,284
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