MAG Group Limited - Limited company accounts 23.1

REGISTERED NUMBER: 04577893 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 30 November 2022

for

MAG GROUP LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Statement of Comprehensive Income

7

Consolidated Balance Sheet

8

Company Balance Sheet

9

Consolidated Statement of Changes in Equity

10

Company Statement of Changes in Equity

11

Consolidated Cash Flow Statement

12

Notes to the Consolidated Financial Statements

13

DIRECTORS:

G C S Gates

T P J Gates

Mrs J M Gates

G S Cox

E G R Gates

SECRETARY:

D M Fiddy

REGISTERED OFFICE:

Vulcan Road South

Norwich

Norfolk

NR6 6AF

REGISTERED NUMBER:

04577893 (England and Wales)

AUDITORS:

Rawse, Varley & Co

Statutory Auditor

Lloyds Bank Chambers

Hustlergate

Bradford

BD1 1UQ

The directors present their strategic report of the company and the group for the year ended 30 November 2022.

GROUP ACTIVITIES

The group's principal activities comprise the supply of construction goods, the manufacture, installation and sale of plaster and Jesmonite mouldings, the supply of bathroom equipment and the sale and hire of construction and safety equipment.

BUSINESS REVIEW

The group profit after taxation attributable to members for the year amounted to £3,137,928 - 2021: £2,540,232.

The key financial performance indicators were as follows:

2022

2021

£

£

Group turnover

27,785,654

23,367,089

Gross profit margin

39.1%

37.5%

Operating profit

3,871,119

3,165,110

Cash generated from operations

4,920,306

4,032,733

Group turnover was approximately 19% ahead of the previous year. All group businesses contributed to an increase in the gross profit margin percentage. The group's operations continued to generate cash and at the year end cash at bank stood at approximately £12.8m.

PRINCIPAL RISKS AND UNCERTAINTIES

The group's businesses operate in separate markets, so that the impact of factors affecting the long term performance of individual businesses on the group's results is mitigated. However, all group businesses are primarily construction or property related and are subject to the risks associated with a significant downturn in those sectors. To mitigate these risks, the group looks to build strong customer relationships and to constantly improve, develop and source new products to compete effectively in the ever-changing marketplace.

ON BEHALF OF THE BOARD:

G C S Gates - Director

9 June 2023

The directors present their report and the financial statements for the year ended 30 November 2022.

DIVIDENDS

An interim dividend totalling £1,000,000 was paid by credit to shareholders' accounts during the year. It is not proposed to declare a final dividend in respect of the year ended 30 November 2022.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 December 2021 to the date of this report.

G C S Gates

T P J Gates

Mrs J M Gates

G S Cox

E G R Gates

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Rawse, Varley & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting.

BY ORDER OF THE BOARD:

D M Fiddy - Secretary

9 June 2023

Opinion

We have audited the financial statements of MAG Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2022 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 30 November 2022 and of the group's 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.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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 and 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the group, the parent company and the sectors in which they operate, we identified that the principal risks of non-compliance with laws and regulations related to breaches of UK law, including laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated the extent to which non-compliance might have a material effect on the financial statements and evaluated incentives and opportunities for fraudulent manipulation, including the risk of override of controls. We determined that the principal risks were related to inappropriate or unusual journal entries outside the usual course of business and at financial year end, management bias in accounting estimates and judgmental areas of the financial statements. Audit procedures performed in response to our evaluation included:

- reviewing the disclosures in the financial statements and testing to supporting documentation to assess

compliance with the provisions of relevant laws and regulations, including in particular that income was fully

recorded, appropriately recognised and correctly matched with related costs;

- enquiring of management about existing and potential litigation and claims and known or suspected instances of

non-compliance with laws and regulations and fraud;

- addressing the risk of fraud through management override of controls by testing the appropriateness of journal

entries including year end adjustments;

- challenging assumptions and judgments made by management in determining accounting estimates;

- evaluating the business rationale of any significant transactions that are unusual or outside the normal course of

business.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud rather than error is higher, as fraud often involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

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

Philip Varley (Senior Statutory Auditor)

for and on behalf of Rawse, Varley & Co

Statutory Auditor

Bradford

9 June 2023

TURNOVER

3

27,785,654

23,367,089

Cost of sales

16,913,923

14,604,767

GROSS PROFIT

10,871,731

8,762,322

Distribution costs

802,344

801,090

Administrative expenses

6,198,268

4,832,707

7,000,612

5,633,797

3,871,119

3,128,525

Other operating income

-

36,585

OPERATING PROFIT

6

3,871,119

3,165,110

Interest receivable and similar income

30,515

284

3,901,634

3,165,394

Gain/loss on revaluation of investments

(11,592

)

-

3,890,042

3,165,394

Interest payable and similar expenses

7

3,373

-

PROFIT BEFORE TAXATION

3,886,669

3,165,394

Tax on profit

8

748,741

625,162

PROFIT FOR THE FINANCIAL YEAR

3,137,928

2,540,232

FIXED ASSETS

Intangible assets

11

-

14,512

Tangible assets

12

1,204,973

1,272,794

Investments

13

-

-

1,204,973

1,287,306

CURRENT ASSETS

Stock

14

1,332,679

1,071,429

Debtors

15

4,487,449

4,773,634

Investments

16

88,451

-

Cash at bank

12,808,999

9,245,725

18,717,578

15,090,788

CREDITORS

Amounts falling due within one year

17

7,446,953

6,051,355

NET CURRENT ASSETS

11,270,625

9,039,433

TOTAL ASSETS LESS CURRENT LIABILITIES

12,475,598

10,326,739

PROVISIONS FOR LIABILITIES

19

111,793

100,862

NET ASSETS

12,363,805

10,225,877

CAPITAL AND RESERVES

Called up share capital

20

3,000

3,000

Capital redemption reserve

21

2,000

2,000

Merger reserve

21

1,871,000

1,871,000

Other reserves

21

20,000

20,000

Retained earnings

21

10,467,805

8,329,877

SHAREHOLDERS' FUNDS

12,363,805

10,225,877

The financial statements were approved by the Board of Directors and authorised for issue on 9 June 2023 and were signed on its behalf by:

G C S Gates - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

761,269

826,112

Investments

13

780,820

780,820

1,542,089

1,606,932

CURRENT ASSETS

Debtors

15

151,283

72,959

Investments

16

88,451

-

Cash at bank

5,442,459

3,664,297

5,682,193

3,737,256

CREDITORS

Amounts falling due within one year

17

2,410,345

1,172,170

NET CURRENT ASSETS

3,271,848

2,565,086

TOTAL ASSETS LESS CURRENT LIABILITIES

4,813,937

4,172,018

PROVISIONS FOR LIABILITIES

19

45,528

33,330

NET ASSETS

4,768,409

4,138,688

CAPITAL AND RESERVES

Called up share capital

20

3,000

3,000

Capital redemption reserve

21

2,000

2,000

Retained earnings

21

4,763,409

4,133,688

SHAREHOLDERS' FUNDS

4,768,409

4,138,688

Company's profit for the financial year

1,629,721

1,410,482

The financial statements were approved by the Board of Directors and authorised for issue on 9 June 2023 and were signed on its behalf by:

G C S Gates - Director

Called up

Capital

share

Retained

redemption

Merger

capital

earnings

reserve

reserve

£

£

£

£

Balance at 1 December 2020

3,000

5,789,645

2,000

1,871,000

Changes in equity

Total comprehensive income

-

2,540,232

-

-

Balance at 30 November 2021

3,000

8,329,877

2,000

1,871,000

Changes in equity

Total comprehensive income

-

3,137,928

-

-

Dividends

-

(1,000,000

)

-

-

Balance at 30 November 2022

3,000

10,467,805

2,000

1,871,000

Other

Non-controlling

Total

reserves

Total

interests

equity

£

£

£

£

Balance at 1 December 2020

20,000

7,685,645

-

7,685,645

Changes in equity

Total comprehensive income

-

2,540,232

-

2,540,232

Balance at 30 November 2021

20,000

10,225,877

-

10,225,877

Changes in equity

Total comprehensive income

-

3,137,928

-

3,137,928

Dividends

-

(1,000,000

)

-

(1,000,000

)

Balance at 30 November 2022

20,000

12,363,805

-

12,363,805

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 December 2020

3,000

2,723,206

2,000

2,728,206

Changes in equity

Total comprehensive income

-

1,410,482

-

1,410,482

Balance at 30 November 2021

3,000

4,133,688

2,000

4,138,688

Changes in equity

Dividends

-

(1,000,000

)

-

(1,000,000

)

Total comprehensive income

-

1,629,721

-

1,629,721

Balance at 30 November 2022

3,000

4,763,409

2,000

4,768,409

Cash flows from operating activities

Cash generated from operations

26

4,920,306

4,032,733

Interest paid

(3,373

)

-

Tax paid

(1,016,645

)

(383,015

)

Net cash from operating activities

3,900,288

3,649,718

Cash flows from investing activities

Purchase of tangible fixed assets

(361,486

)

(573,452

)

Sale of tangible fixed assets

94,000

35,000

Interest received

30,472

284

Net cash from investing activities

(237,014

)

(538,168

)

Cash flows from financing activities

Purchase of current asset investment

(100,000

)

-

Net cash from financing activities

(100,000

)

-

Increase in cash and cash equivalents

3,563,274

3,111,550

Cash and cash equivalents at beginning of year

27

9,245,725

6,134,175

Cash and cash equivalents at end of year

27

12,808,999

9,245,725

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Group turnover

Group turnover represents the sales value of goods and services supplied for the year including revenue recognised as earned on incomplete contracts, less returns and excluding value added tax and sales between companies in the group.

Consolidation

The group financial statements combine the financial statements of MAG Group Limited and its subsidiaries made up to 30 November each year.

Goodwill arising on consolidation, which represents the excess of the cost of shares in subsidiaries over the fair value of net assets acquired, is capitalised and amortised over its estimated useful economic life of 20 years. Goodwill arising on past acquisitions by subsidiaries has been eliminated against reserves.

Tangible fixed assets

Tangible fixed assets are stated at cost less depreciation.

Depreciation is calculated to write off the assets over their expected useful lives at the following annual rates:

Short leasehold improvements 10% - 25% of cost

Plant, equipment and fittings 15%, 20% or 50% of cost

Motor vehicles 25% of cost

Stock

Stock is stated at the lower of cost and net realisable value. In the case of finished manufactured stock, cost includes an appropriate proportion of manufacturing overheads.

Current asset investments

Investments are stated at fair value. Unquoted fund investments are valued by reference to daily prices advised by fund managers.

Changes in the valuation of investments are taken to profit and loss in the income statement.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred taxation

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension contributions

Contributions payable to defined contribution pension schemes are charged to profit and loss account when incurred.

Contract revenue recognition

Revenue relating to contracts is recognised as earned when and to the extent that the company obtains the right to consideration in exchange for the supply of goods and performance of services under contracts with customers. Revenue is generally recognised as contract activity progresses, such that for incomplete contracts it reflects the partial performance of contractual obligations.

The amount of profit recognised on incomplete contracts is the lower of profit earned to date and the appropriate proportion of profit expected at completion. Full provision is made for known or expected losses at completion immediately such losses are identified.

The amount by which revenue recognised on incomplete contracts exceeds payments received on account is classified in the balance sheet as "Amounts recoverable on contracts".

Investment in subsidiaries

Investments in subsidiaries are stated in the company's balance sheet at cost less provisions for permanent diminution in value assessed on an annual basis.

3.

TURNOVER

The turnover and profit before taxation are attributable to the principal activities of the group.

An analysis of turnover by class of business is given below:

2022

2021

£

£

Bathroom fittings

3,073,907

3,178,365

Plaster and Jesmonite moulding

5,478,475

5,035,148

Construction and safety goods

19,233,272

15,153,576

27,785,654

23,367,089

A geographical analysis of turnover is not presented as, in the opinion of the directors, to do so would be seriously prejudicial to the interests of the group.

4.	EMPLOYEES AND DIRECTORS

2022

2021

£

£

Wages and salaries

5,044,969

3,864,525

Social security costs

674,639

485,068

Other pension costs

58,017

56,788

5,777,625

4,406,381

The average number of employees during the year was as follows:

2022

2021

Group administration

14

13

Bathroom fittings

6

8

Plaster and Jesmonite mouldings

34

34

Construction goods and equipment

9

10

63

65

5.	DIRECTORS' EMOLUMENTS

2022

2021

£

£

Directors' remuneration

2,778,039

1,682,746

Directors' pension contributions to money purchase schemes

3,120

3,120

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

3

3

Information regarding the highest paid director is as follows:

2022

2021

£

£

Emoluments etc

1,615,028

743,919

Pension contributions to money purchase schemes

1,560

1,560

6.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2022

2021

£

£

Depreciation - owned assets

357,384

363,556

Profit on disposal of fixed assets

(22,077

)

(19,388

)

Goodwill amortisation

14,512

14,519

Auditors' remuneration

52,064

51,030

Foreign exchange differences

472

440

Operating lease charges - land and buildings

128,933

128,933

Operating lease charges - equipment and vehicles

27,944

15,229

Hire of plant and equipment

76,968

105,456