Majestic Corporation - Annual Financial Report and Notice of AGM

Announcement provided by

Majestic Corporation Plc · MCJ

12/06/2024 07:24

RNS Number : 1149S

Majestic Corporation PLC

12 June 2024

Majestic Corporation Plc

(the "Company" or "Majestic")

Results for the year ended 31 December 2023

And

Notice of Annual General Meeting

Majestic Corporation Plc (AQSE: MCJ), an emerging leader in recycling precious metals and non-ferrous metals, is pleased to announce its audited results for the year ended 31 December 2023.

Highlights

· Revenue increased 25% to US$29.4m (2022: $23.4m)

· Gross profit margin remained consistent with a marginal decline to 6.9% (2022: 7.8%)

· Profit before tax increased 149% to US$1m (2022: US$0.4m)

· Basic earnings per share of 4.17 (2022: 1.44)

· Cash generated from operations of US$0.8m (2022: US$2.0m)

· Inventory increased by 81% to US$15.1m (As at 31 December 2022: US$8.4m)

· Strong balance sheet with cash and cash equivalents at 31 December 2023 of US$0.6m (31 December 2022: US$1.8m)

· As announced in April 2024, admission to the United Nations Global Compact, a voluntary initiative that aims to promote sustainable and socially responsible business practices

· Expanding its recycling capabilities to two new segments; Solar materials and Battery materials

Peter Lai, Chairman and CEO of Majestic said:

"Today I am delighted to announce the financial results for Majestic to 31 December 2023. Despite challenging market conditions, Majestic has delivered an exceptional performance enabling the Company to grow and expand its offering to existing customers. We are excited for the opportunities ahead as Majestic strengthens its position in the sustainable circular economy technology sector."

Copies of the annual report and accounts

The annual report and accounts will shortly be made available on the company's website at www.majestic-corp-investor.com and a hard copy will be posted to those shareholders registered to receive one.

Notice of annual general meeting

Accompanying the annual report and accounts is notice of the Group's 2024 annual general meeting (the "AGM"), which will take place at 1pm on 8^th July 2024 at the 80 Malin Street, Kew 3101, Melbourne, Victoria, Australia.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation. The Directors of the Company take responsibility for this announcement.

For further information please contact:


Majestic Corporation Plc
Peter Lai (Chairman and CEO)	email: peter@majestic-corp.com
Joe Lee (CFO)	email: joe@majestic-corp.com

Guild Financial Advisory - Aquis Corporate Adviser
Ross Andrews	+44 7973839767

PKL Studios - Media enquiries	kl@pklstudios.com

About Majestic

The business has been established for over 20 years and it rebranded its name to Majestic Corporation Limited in 2018. They are an emerging leader in the precious metals and non ferrous metals recycling. Working with suppliers globally, Majestic plays an integral role in the circular economy by making resources available for future use.

Majestic is admitted to trading on the AQSE Growth Market of the Aquis Stock Exchange. For further information please visit: www.majestic-cop.com.

CREATING A BETTER TOMORROW

Majestic Corporation Plc ("Majestic") is well positioned to capitalise on the growing demand for the low emissions sustainable circular economy. With many major manufacturers already committing to net zero, we expect to benefit from this trend for many years.

As the global demand for AI Artificial Intelligence, electronic gadgets, upgrading new data storage, PC's and hand phones surges, base metals and precious metals recycling will grow as the volume of devices grows to access the ever-increasing pool of data.

Market tailwind to benefit Majestic.

· reduction of greenhouse gases - net zero

· circular economy and repurposing the metals back to their supply chain

· increased environmental concerns from suppliers, customers and our society

· renewable energy will increase demand for recycled metals

Majestic competitive advantages

· proprietary technology to recover and increase yield of the metals

· market position with offices, facilities, and suppliers globally

· high growth, profitable public traded company

· track record of strong compliance and certifications

Growth Strategy

· expand and gain favourable market share in desired regions

· develop and build our already strong presence in UK - where we are listed

· develop our existing customer base through new product lines

Statement from Chairman and Chief Executive Officer

CREATING A BETTER TOMORROW

Fiscal year 2023 was a year of significant achievement. I am proud to report that Majestic not only delivered its best financial result ever, but also its best ever circular economy results. Underlying EBIT of $988k was an increase of 149% over the prior year.

The Company delivered this record performance while facing challenging market conditions, the continuing effects of the global geopolitical unrest, sanctions, and the emergence of inflationary pressures. During the year, the company also advanced its circular economy goals by introducing two new segments, Solar materials and Battery materials.

Strategic Growth Plan

In fiscal year 2022, the company listed on the Aquis Stock Exchange with a strategic plan for growth within its core segments of the recycling business, as well as expansion into its new circular economy metals segments, all of which return metals back into the manufacturing process. This circular economy strategy will enable the Board to balance the need to invest capital in the business to achieve its strategic objectives with appropriate shareholder returns.

Sustainable and Corporate Responsibility

Corporate Responsibility remains at the core of the Company's business. As a key contributor to the circular economy and achieving net zero carbon emission in the recycling industry, Majestic diverts valuable resources from landfill, reduces mining and returns the raw materials back to the supply chain. During the past year, the Company made significant progress towards achieving its sustainable circular economy goals.

A Sustainable Partner

We appreciate that a sustainable future cannot be created by one entity alone. Rather, our impact will be far greater if made in collaboration with our customers and suppliers. We have entered into our business relationships and partnerships with like-minded organisations to ensure that we are in the best position to collaboratively achieve our sustainable circular economy goals. Accordingly, this year, the Company became part of the UN Global Compact organization, the World's largest corporate sustainability initiative.

2023 and Beyond

Reduce mining and becoming a urban miner to preserve our planet has been embedded in the Company's strategic growth plans and our sustainability targets. During the year, we revisited our purpose and considered global economic, social and environmental trends. When we look at the world, our businesses, and future opportunities through the lens of our purpose, it clearly stands the test of time. Majestic will continue to innovate to provide suppliers and customers a sustainable circular economy solution. We will continue to ensure that the Board has the right mix of skills and experience to lead the company.

Financial Excellence

In FY23 we delivered the strongest results on record, achieved the highest revenue, and delivered significant volume increases. Our results have exceeded the guidance despite geopolitical and economic uncertainty, as well as challenging market conditions due to freight rates volatility and inflationary pressures. We have a strong balance sheet, and reduced our loan liabilities. Cash flow from operations increased by $632k.

• Revenue was US$29m (FY 2022: US$23m)

• Profit before tax US$988k (FY 2022: US$397k)

• Net assets increased to US$7.6m (as at 31 December 2022: US$6.8m)

• Cash in bank and on hand of US$653k (as at 31 December 2022: US$1.83m)

Sales volumes were US$6m higher. Included in the higher sales volumes was a 300% increase in our new economy metals segments, which was partly due to our proprietary technology being developed especially for the segment. The strong earnings growth we saw in FY23 was reflected in the trading margin in the metal segment, which was achieved from a combination of higher sales volumes and material prices and disciplined operational expense management.

None of this could have been achieved without the commitment of the board and each and every employee.

Thank You!

________________________________

Peter Lai

Chairman & CEO

Group Strategic Report

For the Year Ended 31 December 2023

The directors present their strategic report of the Company and the group for the year ended 31 December 2023.

Strategic Growth

The Company is in a strong position to further advance its growth in 2024 and beyond. The world is moving towards carbon neutrality and sustainability in a way that will change corporations that mine, recycle and smelt their metals. With our global affiliated partnerships, we look forward to the future:

•Our UK affiliated company recently received their export permits at the Deeside facility from the local authorities and we helped them achieve triple digit growth in revenues and quantities in 2023. In 2024, we will continue to work with our UK affiliate to grow its existing customer base and help expand new product growth.

•The USA affiliated company has just renewed its contract with an existing mobile carrier and will continue its contracts with Majestic. With the resurgence of manufacturing facilities coming back to the USA coupled with our affiliates holding the requisite certificates which are of the highest pedigrees, I fully expect strong growth in 2024.

•Through our investments as part of our research and development expenditure we have had new segment growth in new economy metals. This enabled us to recover and increase yields from battery recycling to allow us to create a final product which we are able to deliver directly back to the supply chain.

In the next five years, and in light of the move to resource nationalism and strategic bans on the exports of key materials, Majestic plans to have its own facilities across three locations, (UK, US and Malaysia) allowing us to increase our capacity as well as allowing for greater flexibility to recycle the metals locally and keeping the metals in its country of origin.

Key Performance Indicators

Financial key performance indicators ("KPIs")

Our KPIs are Revenue, Gross Profit, Net Asset Value, and available cash, which enables future investment opportunities.

31 December 2023

31 December 2022

Revenue

Gross Profit

Net Assets Value

Available cash

29,391,849

2,028,367

7,645,160

652,758

23,428,228

1,830,393

6,831,132

1,827,447

Non-financial KPIs

As a result of the type of company we are and our short trading history we do not monitor any non-financial key performance indicators.

We anticipate in the future monitoring such items as shareholder and supplier satisfaction and strategic investment success.

Outlook

Trading in the current year has started well and the Board is confident that the Group is well placed to achieve continued success and views the future with confidence and optimism.

We will continue to focus on these main areas:

- securing long-term contracts through partnerships;

- improving equipment to recover greater yields from our inventories; and

- enhancing technology to find the most accurate way of procuring our inventory.

Business Risks and Ongoing Concerns

There are always unforeseen risks and concerns the company faces

· geopolitical tensions

· tariffs imposed to the metals industry

· government intervention to artificially supress the market

· supply chain issues

· macro-economic environment that disrupts the industry

Section 172 statement

Under section 172(1) of the Companies Act 2006 ("Section 172"), the Directors must act in the way that they consider, in good faith, would most likely promote the success of the Company for the benefit of its members as a whole and in doing so have regard (amongst other matters) to:

· the likely consequences of any decisions in the long-term;

· the interests of the Company's employees;

· the need to foster the Company's business relationships with suppliers, customers and others;

· the impact of the Company's operations on the community and environment;

· the desirability of the Company maintaining a reputation for high standards of business conduct;

· the need to act fairly between members of the Company.

This statement is intended by the Board of Directors to set out how they have approached and met their responsibilities under s172(1)(a) to (f) of the Companies Act 2006 in the year ending 31 December 2023.

Stakeholders of the Company include employees, shareholders, customers, suppliers, creditors of the business and the community in which it operates.

Our Shareholders

The Company has been well-supported by its shareholders and the Directors endeavour to keep shareholders updated on regulatory matters, and is committed to provide transparent information to them, both through the annual report and ad-hoc communications.

Our Suppliers and Customers

The Company strives to maintain strong relationships with its suppliers and customers, which will promote long term growth. The relationships with suppliers and customers who partner with the Company are maintained through regular contact and relationship management.

Our Employees

The Company believes that good staff morale engenders increased efficiency and loyalty, and hence promotes staff welfare and well-being. Staff needs are constantly monitored and improved on an ongoing basis.

Our Executives

The executives, both collectively and individually, consider that they have acted in good faith to promote the success of the Group for the benefit of its Stakeholders as a whole in the decisions taken during the period. In particular:

· to ensure that the Board take account of the likely consequences of their decisions in the long term, they receive regular and timely information on all the key areas of the business including financial performance, risks and opportunities, supported by market indicators;

· the Company's performance and progress is reviewed regularly at Board meetings; and

· the Directors take environmental matters into deep consideration as part of their decision-making process and strive to be a responsible member of the wider community, minimising the Company's impact on the environment wherever possible. The Directors' intentions are to behave responsibly towards all stakeholders and treat them fairly and equally, so that they all benefit from the long-term success of the Company.

Engaging and Communicating with Shareholders

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. Executives of the Company are available for meetings with institutional shareholders and analysts. The Company keeps individual shareholders informed of developments through Regulatory News Announcements, podcasts and through the Company's own website. In addition, all shareholders are encouraged to attend the Company's Annual General Meeting.

The Board recognises that the long-term success of the Group is reliant upon the efforts of the employees of the Group and the quality of its relationships with stakeholders. The Board has put in place a range of processes and systems to ensure that there is close Board oversight and contact with its key resources and relationships.

Stakeholder Responsibilities

The Board will not only have their monthly board meetings, they will try to meet in person and schedule site visits together with the Company's advisor to ensure that procedures, resources and controls are in place to ensure compliance with the t Aquis Growth Market Access Rulebook ,and that the Company is operating effectively at all times and that the executive directors are communicating effectively with the Company's Corporate Adviser.

Environmental and Social Responsibilities

With global efforts to combat climate change, we are committed to helping ensure a stable supply of precious metals to all pockets of our economy to steer the world away from less sustainable methods of metal production.

Majestic is currently handling 30,000 tons of precious metals-related scrap every year. To reach our target by 2030, we need a 20% year-on-year growth. Achieving this will require more significant development on several fronts, such as logistics, technology and warehousing expansion, to ensure capacity, compliance and efficiency.

More specifically, to adhere to the ever-evolving environmental regulations, we will need to process locally at every location and enable collections at every site. This logistics in the collection will play an integral part in our 2030 strategy. Furthermore, our team is developing technological solutions to build a stronger material supplier experience and access to our facilities and representatives.

Managing and Mitigating Risk

Effective risk management is critical to the success of the Company. The Board has carried out a robust assessment of the principal risks to achieving its strategic objectives. Initial risks were assessed at Admission to the Aquis Exchange and risks are reviewed on a regular basis by the Board to identify any changes in risk profiles and to consider the optimal range of mitigation strategies.

The principal risks to the achievement of our strategic business objectives have been outlined above, together with their potential impact and the mitigation measures in place. The Board believe these risks to be currently the most significant with the potential to impact our strategy, financial and operational performance.

_________________________

Peter Lai

Chairman & CEO

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023.

PRINCIPAL ACTIVITY

The Company was engaged in information technology assets management and recovery including processing, re-sales, and recycling of metal scrap materials during the year.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2023.

DIRECTORS

The directors who have held office during the period from 1 January 2023 to the date of this report are as follows:

Peter Lai - appointed 10 February 2022

Joe Lee - appointed 21 February 2022

Christopher Neoh - appointed 21 February 2022

Larry Howick - appointed 21 February 2022

DIRECTORS' BIOGRAPHIES

Details of the directors' biographies are available on the Company website.

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 UK-adopted international accounting standards. 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;
· state that the financial statements comply with IFRS;
· 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Shipleys LLP, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting.

CORPORATE GOVERNANCE

The Board is committed to the highest standards of corporate governance and considers the Quoted Companies Alliance's Corporate Governance Code ("the QCA Code") to be the most appropriate framework to adopt. The Directors have adopted the QCA Code. Where the Board adopts a different path from the QCA Principles to the extent they consider it appropriate, having regard to the size and resources of the Group, an explanation is provided. The Board is aware of the recent update to the QCA Code, announced in November 2023 and taking effect from 1 April 2024, and compliance with these updates will take effect in the accounts for the year-ended 31 December 2024.

The Group has appropriate corporate governance standards in place and the 10 principles in the QCA Code are applied within the group.

Deliver Growth

1. Establish a strategy and business model which promote long‐term value for shareholders

2. Seek to understand and meet shareholder needs and expectations

3. Take into account wider stakeholder and social responsibilities and their implications for long‐term success

4. Embed effective risk management, considering both opportunities and threats, throughout the organisation

Management Framework

5. Maintain the board as a well‐functioning, balanced team led by the chair

6. Ensure that between them the directors have the necessary up‐to‐date experience, skills and capabilities

7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

8. Promote a corporate culture that is based on ethical values and behaviours

9. Maintain governance structures and processes that are fit for purpose and support good decision‐making by the board

Build Trust with Stakeholders

10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

In his capacity as Chairman and CEO, Peter Lai has the responsibility for ensuring that the Group has appropriate corporate governance standards in place and the 10 principles in the QCA Code are applied within the Group as a whole.

The Board

At the date of this report, the Board comprises two Executive Directors and two Non-Executive Directors:

Peter Lai	Chairman and Chief Executive Officer - appointed 10 February 2022
Joe Lee	Chief Financial Officer - appointed 21 February 2022
Christopher Neoh	Non-Executive Director - appointed 21 February 2022
Larry Howick	Non-Executive Director - appointed 21 February 2022

Directors' Interest in shares

The only directors that have interests in the share capital of the Company, including family at 31 December 2023

were as follows:

Name

Number of Ordinary Shares held

Percentage of Issued Share Capital

Peter Lai

Larry Carter Howick

17,416,669

19,973

87.08%

0.01%

Directors' Remuneration

The remuneration of the Directors paid within the Majestic Group during the period is summarised below:

Name	Fees and Salaries $	Pensions $	Total 2023 $
Peter Lai	76,744	2,308	79,052
Joe Lee	45,000	nil	45,000
Chris Neoh	45,000	nil	45,000
Larry Howick	12,500	nil	12,500

The Chairman is responsible for overseeing the Board and the CEO is responsible for implementing the stated strategy of the Company and for its operational performance. It is the intention of the Company to appoint an independent non-executive Chairman at the appropriate time.

The Chairman is committed to ensuring that the Board comprises sufficient Non-Executive Directors to establish an independent oversight which is challenging and constructive in its operation. The Company ensures that the Non-Executive Directors are enabled to call on specialist external advice where necessary.

Directors are expected to attend Board and Committee meetings and to devote enough time to the Company and its business to fulfil their duties as Directors.

Board Meetings

The Board meets on a regular basis throughout the calendar year and as required on an ad hoc basis with a mandate to consider strategy, operational and financial performance, and internal controls. In advance of each meeting, the Chairman sets the agenda, with the assistance of the Company Secretary. Directors are provided with appropriate and timely information, including board papers distributed in advance of the meetings. Those papers include reports from the executive team and other operational heads. Full minutes of each meeting are produced, including a log of actions to be taken. Key decisions and feedback from the Board will be communicated on a timely basis to the relevant heads of department and to those responsible for implementing them.

Director	Position	Board		Committee
		Max possible attendance	Meeting attended	Audit	Remuneration
Peter Lai	Chairman and Chief Executive Officer	10	10	N/A	N/A
Joe Lee	Chief Financial Officer	10	10\|	N/A	N/A
Christopher Neoh	Non-Executive Director	10	9	1	1
Larry Howick	Non-Executive Director	10	8	1	1

Committees

The Board has in place Audit and Remuneration Committees, which comply with the stated terms of reference for each committee.

Audit Committee

The Board has established an Audit and Risk Committee with formally delegated duties and responsibilities. The Audit and Risk Committee will be chaired by Christopher Neoh and its other member is Larry Howick and will meet at least once a year. It will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, as well as keeping under review the categorisation, monitoring and overall effectiveness of the Company's risk assessment and internal control processes.

Remuneration Committee

The Remuneration Committee will be chaired by Christopher Neoh and its other member is Larry Howick. It is expected to meet not less than once a year. The Remuneration Committee has responsibility for determining, within agreed terms of reference, the Company's policy on remuneration of senior executives and specific remuneration packages for executive directors and the Chairman, including pension rights and compensation payments. The remuneration of non-executive directors is a matter for the Board. No director may be involved in any discussions as to their own remuneration.

Financial Controls and Reporting Procedures

The Directors and have established financial controls and reporting procedures, taking into consideration the multi-jurisdictional nature of the business which are considered appropriate given the size and structure of the Company. The Directors will continue to review these processes and procedures as the Company develops.

Financial Instruments Risk

Financial instruments of the Company include the trade and other receivables, trade and other payables, inventories, taxation, and foreign currencies.

Foreign currency transactions during the period are translated into United States Dollars at the exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated into United States Dollars at the market rates of exchange ruling at the reporting date. Exchange gains and losses on foreign currency translation are dealt with in the statement of income and retained earnings

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company undertakes most of the transactions denominated in United States Dollar with few transactions denominated in Euro. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The Company's sensitivity to a 5% increase and decrease in Euro against United States Dollar is as follows:

	2023	2022
5% increase effect on profit for the year	(74,788)	(64,398)
5% decrease effect on profit for the year	74,788	64,398

The Directors will continue to monitor and review the risk.

Peter Lai

Chairman & CEO

REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF MAJESTIC CORPORATION PLC

Opinion

We have audited the financial statements of Majestic Corporation PLC (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the Company Statement of Cash Flows 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 International Financial Reporting Standards (IFRSs) as adopted by the UK.

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 31 December 2023 and of the group's profit for the year then ended;

- the group financial statements have been properly prepared in accordance with IFRSs as adopted by the UK;

- the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the UK and as applied in accordance with the provisions of the Companies Act 2006; and

- the financial statements 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.

Overview of our audit approach

Materiality

In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.

Based on our professional judgement, we determined overall materiality for the financial statements as a whole to be $587,837 based on approximately 2% of the Group's turnover for the financial year. For Majestic Corporation plc, the company, materiality has been determined of $1,857 based upon approximately 4% of the net assets.

We use a different level of materiality ('performance materiality') to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. We determined performance materiality to be $440,878. For Majestic Corporation plc, the company, performance materiality has been set at $1,393.

Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors' remuneration.

We agreed with the Audit Committee to report to it all identified errors in excess of $29,392. Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.

Overview of the scope of our audit

Our group audit was scoped by obtaining an understanding of the group and its environment, including the group's system of internal control, and assessing the risks of material misstatement in the financial statements at the group level.

The Group has 2 components, Majestic Corporation plc (the UK registered listed parent company) and Majestic Corporation Limited, the trading subsidiary registered in Hong Kong. In approaching the audit, we considered how the group is organised and managed.

Our group audit scope focused on the group's principal operating business, Majestic Corporation Limited, which was subject to a full scope audit together with the listed parent company Majestic Corporation plc. Shipleys LLP performed the audit of Majestic Corporation plc. Aitia (HK) CPA Limited performed the audit of Majestic Corporation Limited.

The group audit team was actively involved in the direction of the audit and specific audit procedures performed by the component auditor along with the consideration of findings and determination of conclusions drawn. As part of our audit strategy, we issued group audit engagement instructions and discussed the instructions with the component auditor. A senior member of the group audit team has access to the component auditor and performed a review of the component audit files and we discussed the audit findings with the component auditor.

We performed a full scope audit on the Group in accordance with ISAs (UK).

We designed our audit by determining materiality and assessing the risks of material misstatement in the financial statements. In particular, we looked at areas where the Directors made subjective judgements, which involved making assumptions and considering future events that are inherently uncertain, such as their going concern assessment.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance on our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.

Going concern was identified as a key audit matter and has been addressed within the "Conclusions relating to going concern" section of the audit report. We have determined that there are no other key audit matters to communicate in our report. Our audit procedures in relation to the matter were designed in the context of our audit opinion as a whole. They were not designed to enable us to express an opinion on the matter individually and we express no such opinion.

Key audit matter	How our audit addressed the key audit matter
Revenue recognition	We carried out procedures to test the revenue and to consider whether the application of the revenue recognition policy was appropriate, having regard any contractual terms and obligations. The parent company did not have any revenue other than a management fee received from Majestic Corporation Limited. This was eliminated on consolidation. The audit work was carried out by the component auditors with regards to revenue. Based on this understanding, we considered if the underlying income was recognised in accordance with the stated accounting policy.
Management override of controls	We have reviewed journal adjustments and the rationale behind them and have considered whether these have been subject to potential management bias. From our procedures carried out no adverse issues were identified with regards to management override of controls. This also includes reviewing the work carried out by the component auditors with regards to Management override of controls.
Valuation of inventory	We updated our understanding of the inventory provisioning process and assessed the appropriateness of the Group's inventory provision policy. This also includes reviewing the work carried out by the component auditors with regards to inventory, specifically testing of both the appropriateness of the cost recorded and the Net Realisable Value (NRV) by reviewing post year-end sales and cut-of testing to ensure the inventory is recognised in the correct period.
Related party transactions There is a risk that there are undisclosed related party transactions relating to the directors or other related parties.	We have discussed related parties and the transactions with the directors to determine the completeness of known related parties and transactions. We have reviewed the financial transactions and other documentation available and have reviewed the work carried out by the component auditors in this respect. From our review no unidentified related parties or transactions were identified.

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 ten, 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:

• We obtained an understanding of the Group's business, controls, legal and regulatory frameworks, laws and regulations and assessed the susceptibility of the company's financial statements to material misstatement from irregularities, including fraud and instances of non-compliance with laws and regulations.

• Based on this understanding we designed our audit procedures to detecting irregularities, including fraud. Testing undertaken included making enquiries on the management; journal entry testing; review of any correspondence received from regulatory bodies; reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error.

• We addressed the risk of fraud through management override of controls, by testing the appropriateness of journal entries and other adjustments; 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.

• An auditor conducting an audit in accordance with ISAs (UK) is responsible for obtaining reasonable assurance that the financial statements taken as a whole are free from material misstatement, whether caused by fraud or error and in our audit procedures described above. Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

• 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 Group or the Parent 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.

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.

BENJAMIN BIDNELL

Senior Statutory Auditor

For and on behalf of

SHIPLEYS LLP

Chartered Accountants and Statutory Auditor

10 Orange Street, Haymarket, London, WC2H 7DQ

Date: 11 June 2024

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2023

		2023	2022
	Notes	$	$
CONTINUING OPERATIONS
Revenue	3	29,391,849	23,428,228
Cost of sales		(27,363,482)	(21,597,835)
GROSS PROFIT		2,028,367	1,830,393
Other operating income		-	15,290
Administrative expenses		(907,421)	(909,773)
Exceptional costs:
- IPO costs		-	(371,168)
OPERATING PROFIT		1,120,946	564,742
Finance costs	5	(138,975)	(174,922)
Finance income	5	6,489	7,516
PROFIT BEFORE INCOME TAX	6	988,460	397,336
Income tax	7	(153,752)	(108,581)
PROFIT FOR THE YEAR		834,708	288,755
OTHER COMPREHENSIVE INCOME		-	-
TOTAL COMPREHENSIVE INCOME FOR THE YEAR		834,708	288,755

Profit attributable to:
Owners of the parent		834,708	288,755

Total comprehensive income attributable to:
Owners of the parent		834,708	288,755

Earnings per share expressed.
in pence per share:	9
Basic		4.17	1.44
Diluted		4.17	1.44

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED 31 DECEMBER 2023

		2023	2022
	Notes	$	$
ASSETS
CURRENT ASSETS
Inventories	11	15,145,754	8,383,096
Trade and other receivables	12	4,087,837	5,603,426
Tax receivable		-	9,298
Cash and cash equivalents	13	652,758	1,827,447
		19,886,349	15,823,267
TOTAL ASSETS		19,886,349	15,823,267

EQUITY
SHAREHOLDERS' EQUITY
Called up share capital	14	135,919	135,919
Share premium	15	403,217	403,217
Capital reserve	15	4,767,431	4,767,431
Merger reserve	15	(44,525)	(44,525)
Foreign currency reserve	15	(38,403)	(17,723)
Retained earnings	15	2,421,521	1,586,813
TOTAL EQUITY		7,645,160	6,831,132

LIABILITIES
CURRENT LIABILITIES
Trade and other payables	16	10,802,498	5,927,723
Financial liabilities - borrowings
Interest bearing loans and borrowings	20	1,395,477	3,064,412
Tax payable		43,214	-
		12,241,189	8,992,135
TOTAL LIABILITIES		12,241,189	8,992,135
TOTAL EQUITY AND LIABILITIES		19,886,349	15,823,267

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

..............................................................................

Peter Lai - Director

COMPANY STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED 31 DECEMBER 2023

		2023	2022
	Notes	$	$
ASSETS
NON-CURRENT ASSETS
Investments	10	39,460	39,460

CURRENT ASSETS
Trade and other receivables	12	-	38,676
Cash and cash equivalents	13	3	2
		3	38,678
TOTAL ASSETS		39,463	78,138

EQUITY
SHAREHOLDERS' EQUITY
Called up share capital	14	135,919	135,919
Share premium	15	403,217	403,217
Other reserve	15	(43,471)	(22,789)
Retained earnings	15	(542,080)	(462,209)
TOTAL EQUITY		(46,415)	54,138

LIABILITIES

Oher payables		85,878	24,000
TOTAL EQUITY AND LIABILITIES		39,463	78,138

As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these financial statements. The parent company's loss for the financial year was $79,871 (2022:$395,168).

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

..............................................................................

Peter Lai - Director

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

		Called up share capital	Retained earnings	Share Premium
		$	$	$
Balance at 1 January 2022		1	1,365,099	-

Changes in equity
Issue of share capital		135,918	-	403,217
Bonus issue		-	(67,041)	-
Total comprehensive income		-	288,755	-

Balance at 31 December 2022		135,919	1,586,813	403,217


Changes in equity
Total comprehensive income		-	834,708	-

Balance at 31 December 2023		135,919	2,421,521	403,217

	Capital reserve	Merger reserve	Foreign currency reserve	Total equity
	$	$	$	$
Balance at 1 January 2022	4,767,431	-	-	6,132,531

Changes in equity
Issue of share capital	-	-	-	539,135
Bonus issue	-	-	-	(67,041)
Total comprehensive income	-	(44,525)	(17,723)	226,507

Balance at 31 December 2022	4,767,431	(44,525)	(17,723)	6,831,132

Changes in equity
Total comprehensive income	-	-	(20,680)	814,028

Balance at 31 December 2023	4,767,431	(44,525)	(38,403)	7,645,160

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Retained earnings	Share premium	Foreign currency reserve	Total equity
	$	$	$	$	$
Changes in equity
Issue of share capital	135,919	-	403,217	-	539,135
Total comprehensive income	-	(462,209)	-	(22,789)	(484,998)

Balance at 31 December 2022	135,919	(462,209)	403,217	(22,789)	54,138

Changes in equity
Total comprehensive income	-	(79,871)	-	(20,680)	(199,872)

Balance at 31 December 2023	135,919	(542,080)	403,217	(43,471)	(46,415)

CONSOLIDATED AND COMPANY STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2023

		2023	2022
	Notes	$	$
CONSOLIDATED
Cash flows from operating activities
Cash generated from operations	1	810,730	178,689
Tax paid		(101,240)	(249,595)
Net cash from operating activities		709,490	(70,906)

Cash flows from investing activities
Interest received		6,489	7,516
Net cash from investing activities		6,489	7,516

Cash flows from financing activities
(Repayment)/withdrawal of import loans		(1,668,935)	(404,860)
IPO share issue		-	(89,123)
IPO costs		-	(371,168)
Payment of finance costs		(138,975)	(174,922)
Amount withdrawn by directors		(82,758)	(53,209)
Share issue		-	516,691
Net cash from financing activities		(1,890,668)	(576,591)

(Decrease)/increase in cash and cash equivalents		(1,174,689)	(639,981)
Cash and cash equivalents at beginning of year	2	1,827,447	2,467,428

Cash and cash equivalents at end of year	2	652,758	1,827,447


COMPANY
Net cash from operating activities	1	1	(61,465)

Cash flows from financing activities
IPO share issue		-	(89,123)
IPO costs		-	(371,168)
Share issue		-	521,758
Net cash from financing activities		-	61,467

(Decrease)/increase in cash and cash equivalents		1	2
Cash and cash equivalents at beginning of year	2	2	-

Cash and cash equivalents at end of year	2	3	2

NOTES TO THE CONSOLIDATED AND COMPANY STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2023

1.	RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS
		2023	2022
		$	$
Group
Profit before income tax		988,460	397,336
Foreign exchange		(20,680)	(17,721)
IPO costs		-	371,168
Finance costs		138,975	174,922
Finance income		(6,489)	(7,516)
		1,100,266	918,189
Increase in inventories		(6,762,658)	(2,264,721)
Increase in trade and other receivables		1,598,347	(691,415)
Increase in trade and other payables		4,874,775	2,216,636

Cash generated from operations		810,730	178,689

Company
Profit/(Loss) before income tax	(79,871)	(395,168)
Foreign exchange	(20,680)	(22,789)
IPO costs	-	371,168
	(100,553)	(46,789)
Increase in other payables	61,878	24,000
Increase in trade and other receivables	38,676	(38,676)
Cash generated from operations	1	(61,465)

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2023

Cash generated from operations
	31.12.23	1.1.23
	$	$
Cash and cash equivalents
Group	652,758	1,827,447
Company	3	2

Year ended 31 December 2022

Cash generated from operations
	31.12.22	1.1.22
	$	$
Cash and cash equivalents
Group	1,827,447	2,467,428
Company	2	-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

1. STATUTORY INFORMATION

Majestic Corporation PLC is a public company, limited by shares, and incorporated and domiciled in the United Kingdom. The company has its listing on the Aquis Growth Market with the ticker MCJ..

The address of its registered office and the principal place of business are located at Unit 15 Drome Road, Deeside Industrial Park, Deeside, Wales, CH5 2NY.

The financial statements are presented in United States Dollars (USD).

2. ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

Going concern

The directors have considered the working capital requirements of the company and the group for a period of at least 12 months from the date of signing of these financial statements. The directors consider the operations of the company and the group to be ongoing with reasonable expectations that they have adequate resources to continue in operational existence for the foreseeable future. On this basis the directors consider it appropriate to prepare the financial statements on the going concern basis.

On 8 March 2022, the Company acquired the entire shareholding of Majestic Corporation Limited via a share-for-share exchange. The insertion of the Company on top of the existing Majestic Corporation Group does not constitute a business combination under IFRS 3 Business Combinations. This transaction has been deemed to be an acquisition in line with guidance from the Interpretations Committee (IFRIC) and as such the consolidated accounts for the Group are treated as a continuation of the consolidated accounts of the Majestic Corporation Group.

Under the principles of continuation accounting the consolidated financial statement of the newly formed Group must reflect:

-The assets and liabilities of the Majestic Corporation Group at pre-combination carrying amounts;

-The retained earnings and other equity balances of the Majestic Corporation Group at pre-combination carrying amounts;

-The assets and liabilities of the Company at fair value;

-The share capital of the Company;

-The income statement for the last period including the results for the Majestic Corporation Group up to 8 March 2022 plus the results for the newly formed Group from 8 March 2022 onwards.

The year ended 31 December 2023 consolidated financial statements of the Group are the second set of consolidated financial statements for the newly formed Group. The year 2022 has been presented as a continuation of the former Majestic Corporation Limited Group on a consistent basis as if the group reorganisation had taken place at the start of the earliest period presented, being 1 January 2022. The consolidated reserves of the Group have been adjusted in 2022 following the share-for-share exchange to reflect the share capital of the Company with the difference giving rise to a merger reserve.

Basis of consolidation

The Group financial statements consolidate the results of Majestic Corporation Plc and its subsidiary undertaking for the year ended 31 December 2023.

The consolidated reserves of the Group have been adjusted in 2022 following the share-for-share exchange to reflect the share capital of the Company with the difference giving rise to a merger reserve.

The financial statements of subsidiaries are prepared for the same reporting years using consistent accounting policies. All intercompany transactions and balances, including unrealised profits arising from intra-group transactions, have been eliminated on consolidation.

Adoption of new and revised standards

In 2023, the Company has applied the revised IFRSs issued by the IASB that are first effective for accounting periods beginning on or after 1 January 2022 and are relevant to the Company's financial statements, including:

- Annual Improvements to IFRSs 2018-2020

- Narrow-scope amendments to IFRS 3, IAS 16 and IAS 37

- Amendment to IFRS 16, Covid-19-Related Rent Concessions beyond 2021

- Revised Accounting Guideline 5 Merger Accounting for Common Control Combinations

The application of the new and revised IFRSs has no material effects on the Company's financial performance and positions

Revenue recognition

Revenue from the sales of goods is recognised when control of the goods has transferred, being when the goods have been shipped to the customer's specific location. Follow delivery, the customer has full discretion over the usage of the goods, has the primary responsibility when on selling the goods and bears the risks in relation to the goods. A receivable is recognised by the Company once the customers has issued an analysis report to confirm shipment has been accepted as this represents the point in time at which the right to consideration becomes unconditional, as only the passage of time is required before payment is due. The risk and reward of the inventory was transferred upon the issuance of analysis report from customers.

Interest income is recognised as other income as it accrues using the effective interest method.

Tolling charges are expensed as incurred.

Cash and cash equivalents

Cash and cash equivalents include demand deposits and other short-term highly liquid investments with original maturities of three months or less.

Financial instruments

Trade and other receivables

Trade and other receivables are stated at estimated realisable value after each debt has been considered individually. Where the payment of a debt becomes doubtful a provision is made and charged to the income statement.

Trade and other payables

Trade and other payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Inventories

Inventories are stated at the lower of cost and net realisable value. In arriving at net realisable value an allowance has been made for deterioration and obsolescence.

Goods in transit

The risk and reward of the inventory transfers to customers once they have issued an analysis report confirming shipment has been accepted.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

Foreign currencies

United States Dollars at the market rates of exchange ruling at the reporting date. Exchange gains and losses on foreign currency translation are dealt with in the statement of income and retained earnings.

3. REVENUE

Turnover represents the amounts received and receivables for goods sold to the customers.

Turnover and other income recognised during the year are as follows:


	2023	2022
	$	$
Turnover
Sales Income	29,391,849	23,428,228

	2023	2022
	$	$
Other income
Interest income	6,489	7,516
Government income	-	15,290
Cash generated from operations	6,489	22,806

Geographical distribution of sales income
Japan	23,513,479	18,742,582
China and Malaysia	5,878,370	4,685,646
	29,391,849	23,428,228

4. EMPLOYEES AND DIRECTORS

	2023	2022
	$	$
Wages and salaries	137,978	148,834

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

	2023	2022

Office and management	6	6

	2023	2022
	$	$
Directors' remuneration	124,052	114,899

5. NET FINANCE COSTS

	2023	2022
	$	$
Finance income:
Deposit account interest	6,489	7,516

Finance costs:
Bank loan interest	122,834	119,627
Arrangement fees	16,141	55,285

	138,975	174,922


Net finance costs	132,486	167,406

6. PROFIT BEFORE INCOME TAX

The profit before income tax is stated after charging/(crediting):

		2023	2022
		$	$
Cost of inventories recognised as expense		27,363,482	21,597,835
Foreign exchange differences		38,304	151,498
Stock loss		-	-
Audit and other professional fees		50,147	51,301

	Note In 2023, audit fee of $25,072 (2022:$24,000) paid to Shipleys LLP for the audit of the group financial statements.
	Shipleys LLP did not provide any other services other than stated above. Paid to Hong Kong auditors for the audit of the subsidiary in accordance with Hong Kong regulations 2023 - $26,935 (2022: $24,500).

7. INCOME TAX

Analysis of tax expense

	2023	2022
	$	$
Current tax:
Tax	153,752	108,581

Total tax expense in consolidated statement of comprehensive income	153,752	108,581

Factors affecting the tax expense

There is no UK tax provided for the company. The Hong Kong subsidiary profits tax has been provided at the rate of 8.25% on the assessable profits up to HK$2 million and 16.5% on any part of assessable profits over HK$2 million during the year. For the year of assessment 2023/24, 100% (2022/23: 100%) of tax payable would be waived, subject to a ceiling of HK$3,000 (2022/23: HK$6,000). Taxation is reconciled to profit before taxation in the statement of profit or loss and other comprehensive income as follows:

	2023	2022
	$	$
Profit before income tax	988,460	397,336

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2022 - 19%)	247,115	75,494

Effects of:
Difference in overseas tax rate	(90,809)	(19,813)
Tax effect of tax reduction due to two-tiered rates	(21,068)	(21,063)
Tax effect of tax rebate	(383)	(766)
Tax effect of non-deductible expenses for tax purpose	19,968	75,082
Tax effect of non-taxable income for tax purpose	(1,071)	(353)

Tax expense	153,752	108,581

8. PROFIT OF PARENT COMPANY

9. EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.

Reconciliations are set out below.

	Earnings	2023 Weighted average number of shares	Per-share amount pence
	$
Basic EPS
Earnings attributable to ordinary shareholders	834,708	20,000,000	4.17
Effect of dilutive securities	-	-	-

Diluted EPS
Adjusted earnings	834,708	20,000,000	4.17


	Earnings	2022 Weighted average number of shares	Per-share amount pence
	$
Basic EPS
Earnings attributable to ordinary shareholders	288,755	20,000,000	1.44
Effect of dilutive securities	-	-	-

Diluted EPS
Adjusted earnings	288,755	20,000,000	1.44

10. INVESTMENTS

Company				Unlisted investments
				$
At 1 January 2023				39,460

Additions				-

At 31 December 2023				39,460

NET BOOK VALUE
At 31 December 2022 and 2023				39,460

At the reporting date the Company had the following investments in subsidiary whose registered office is situated at 1203, CC Wu Building, 302-308 Hennessy Road, Wan Chai, Hong Kong.

Subsidiary	Country of incorporation	Class of shares	Percentage of shares held
Majestic Corporation Limited	Hong Kong	Ordinary	100%

11. INVENTORIES

Inventories comprise entirely of stock in trade.

	2023	2022
	$	$
Inventory in warehouse	6,975,542	2,695,214
Inventory in transit	8,170,212	5,687,882

	15,145,754	8,383,096

12. TRADE AND OTHER RECEIVABLES

	Group		Company
	2023	2022	2023	2022
	$	$	$	$

Current
Trade debtors	966,181	1,669,301	-	-
Amounts owed by group undertakings	-	-	-	38,676
Other debtors	614,529	1,163,131	-	-
Directors' loan accounts	135,967	53,209	-	-
Prepayments and accrued income	2,371,160	2,717,785	-	-

	4,087,837	5,603,426	-	38,676

The ageing analysis of the trade receivables, based on invoice dates, is as follows:

	2023	2022
	$	$
Within one month	416,181	215,252
1 - 3 months	545,488	1,454,049
Over 3 months	4,512	-

	966,181	1,669,301

Trade receivables disclosed above include amounts which are past due at the end of the reporting period against which the Group has not recognized an allowance for doubtful receivables because there has not been a significant change in credit quality and the amounts are recovered subsequent to the reporting date. The Group does not hold any collateral or other credit enhancements over these balances, nor does it have a legal right of offset against any amounts owed by the Group to the counterparty.

13. CASH AND CASH EQUIVALENTS

	Group		Company
	2023	2022	2023	2022
	$	$	$	$
Bank accounts	652,758	1,827,447	3	2

14. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Nominal value:

2023

2022

Number:

Class:

20,000,000

Ordinary

£0.005

135,919

On 18 February 2021, Majestic Corporation Plc was incorporated and issued share capital of 6,555,422 at £0.005 per ordinary share to the shareholders of Majestic Corporation Limited as consideration for the Company's acquisition of the entire shareholding of Majestic Corporation Limited via a share-for-share exchange.

On 18 February 2022, one for one bonus issue for each existing £0.005 ordinary share was distributed. The bonus issue increased the ordinary shares of £0.005 each in issue from 6,555,822 shares to 13,111,644 shares.

On 21 February 2022, a bonus issue for each existing £0.005 ordinary share was distributed. The bonus issue increased the ordinary shares of £0.005 each in issue from 13,111,644 shares to 18,523,150 shares.

On 21 February 2022, 1,476,850 ordinary shares of £0.005 were allotted and fully paid for cash at a premium of £0.245 per share.

15. RESERVES

Group		Retained earnings	Share premium	Capital reserve
		$	$	$
At 1 January 2023		1,586,813	403,217	4,767,431

Profit for the year		834,708
Bonus share issue		-	-	-

Group		Merger reserve	Foreign currency reserve	Totals
		$	$	$
At 1 January 2023		(44,525)	(17,723)	6,695,213
Profit for the year				834,708
Bonus share issue		-	-	-
Foreign currency reserve		-	(20,680)	(20,680)
Merger reserve		-	-	-

Company	Retained earnings	Share premium	Other reserves	Totals
	$	$	$	$
At 1 January 2023	(462,209)	403,217	(22,789)	(81,781)
Profit for the year	(79,871)	-	-	(79,871)
Bonus share issue	-	-	-	-
Cash share issue	-	-	-	-
IPO Costs	-	-	-	-
Foreign currency reserve	-	-	(20,682)	(20,682)

Nature and purpose of reserves

Foreign currency reserve

Exchange differences relating to the translation from the functional currencies of the Group's foreign subsidiaries into US dollar are accounted for by entries made directly to the foreign currency translation reserve.

Merger reserve

Included within the Merger Reserve is an amount of $44,525 arising on the share-for-share acquisition of Majestic Corporation Limited by Majestic Corporation Plc, the group reorganisation had taken place in February 2022.

The share-for-share exchange to reflect the share capital of the Company with the difference giving rise to a merger reserve. The reserve was created in accordance with IFRS 3 'Business Combinations'. Since the shareholders of Majestic Corporation Limited became the shareholders of the enlarged group, the acquisition is accounted for as though there is a continuation of the legal subsidiary's financial statements.

16. TRADE AND OTHER PAYABLES

	Group
	2023	2022
	$	$
Current:
Trade creditors	8,791,442	4,556,187
Other creditors	1,926,252	1,285,073
Accruals and deferred income	84,804	86,463

	10,802,498	5,927,723

The ageing analysis of the trade payables, based on invoice dates, is as follows:

2023

2022

Within one month

845,038

413,533

1 - 3 months

4,576,578

1,207,323

Over 3 months

53,923

915

Deposit received - not due

3,315,903

2,934,416

8,791,442

4,556,187

17.

RELATED PARTY TRANSACTIONS AND BALANCES

The Company had the following material transactions with related parties: Transactions were made on terms an arm's length basis and on normal commercial terms
Name of related party	Nature of transactions	2023 $	2022 $
MC Asset Malaysia Sdn. Bhd.	Tolling fee	1,495,020	951,111
Majestic Global Corporation	Goods and services	2,168,518	2,108,322
Telecycle Europe Limited	Goods and services	2,742,086	321,403

Amount due from director/related companies of the group are as follows:

Name of director/companies	Nature of transactions	31,12,2023 $	31,12,2022 $	Maximum amount outstanding during the year
Lai Yu Pok Peter (Director)	Loan	135,967	53,209	135,967

Konbatas Corporation Limited	Loan	285,826	280,790	285,826
Majestic Global Corporation	Goods and services	227,575	629,732	629,732
Telecycle Europe Limited	Goods and services	101,128	252,609	252,609
Related companies Total		750,496	1,216,340

Amount to related companies of the group are as follows:

Name of companies	Nature of transactions	31,12,2023 $	31,12,2022 $	Maximum amount outstanding during the year
MC Asset Malaysia Sdn. Bhd.	Tolling fee	1,676,161	1,285,073	1,676,161
Majestic Corp Australia Pty Ltd	Goods and services	250,091	-	250,091
Related companies Total		1,926,252	1,285,073

For all the related companies, Lai Yu Pok Peter holds their directorships. The amounts are unsecured, interest free and receivable on demand, and no bad or provisions for doubtful debts related to the amounts of outstanding balances recognised during the period.

18.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party was Peter Lai, a director and shareholder of the company.

19.	EVENTS AFTER BALANCE SHEET DATE

In the director's opinion there were no significant post balance sheet events.

20.	FINANCIAL LIABILITIES - BORROWINGS

IMPORT LOANS

The Company has obtained credit facilities from its bankers as secured by guarantees of the director and a related company. The loans are interest bearing at LIBOR+2% (2022: LIBOR+1.45%) and repayable in 180 days (2022: 120 days) from the drawdown date which has multiple repayment dates. The Company has also drawn the facility under the SME Financing Guarantee Scheme of HKMC Insurance Limited. It is secured by guarantees of the director, a related company and HKMC Insurance Limited. It is interest bearing at LIBOR+2.5% and repayable in 180 days from the drawdown date which has multiple repayment dates.

21. FINANCIAL RISK MANAGEMENT

Exposure to credit, liquidity, interest rate, foreign currency and equity price risks arises in the normal course of the Company's business, The Company's exposure to these risks and the financial risk management policies and practices used by the Company to manage these risks are described below.

a. Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. In order to minimise credit risk, credit approvals and monitoring procedures are in place to ensure that follow-up action is taken to recover overdue debts.

In the opinion of the director, the Company does not have any significant credit risk.

b. Liquidity risk

Liquidity risk is the risk that an enterprise will encounter difficulty in raising funds to meet commitments associated with financial instruments. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value. Ultimate responsibility for liquidity risk management rests with the board of director, which has established an appropriate liquidity risk management framework for management of the Company's short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

c. Equity price risk

The Company's director is of the opinion that the Company has no significant equity price risk.

d. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company draws loans to maintain stable cashflow. The loans are interest bearing at maximum of LIBOR+2.5%. 5% is the sensitivity rate used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates. The Company's sensitivity to a 5% increase and decrease in LIBOR is as follow:

	2023	2022
5% increase effect on profit for the year	(3,907)	(4,402)
5% decrease effect on profit for the year	3,907	4,402

e .Foreign currency risk

	2023	2022
5% increase effect on profit for the year	(74,788)	(64,398)
5% decrease effect on profit for the year	74,788	64,398

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