26 June 2025

Majestic Corporation Plc

(the "Company" or "Majestic")

 

Final results for the year ended 31 December 2024

 

Majestic Corporation Plc ("AQSE:MCJ"), a sustainable circular economy solutions provider specialising in recycling precious and non-ferrous metals, is pleased to announce final audited results for the period ending 31 December 2024.

 

Peter Lai, Chairman, CEO and Founder of Majestic Corporation, commented:

 

"We're delighted with Majestic's progress in FY24 and I'm pleased to report significant revenue growth and increased profits.

Since 2018, Majestic Corporation's mission has been clear; to pioneer sustainable resource recovery, reduce reliance on environmentally harmful mining, and drive innovation across critical industries. Through the dedication of our team and partners, we continue to turn that vision into reality. 

 

In today's complex world, our team's ability to pivot quickly - to localise, to innovate, and to execute - continues to be one of our most valuable assets. Looking forward, we are ready to scale our model globally, unlocking new markets through a combination of organic growth, targeted acquisitions, and strategic partnerships. we look forward to further delivering on our objectives in the year ahead."

 

Financial Highlights:

 

·      Revenue increased 67% to US$49.3m (FY2023: US$29.4m)

·      Profit before tax increased 1.9% to US$1,007k (FY2023: US$988k)

·      Net assets increased 11.8% to US$8.5m (FY2023: US$7.6m)

·      EPS increased 6% to 4.42 cents (FY2023: 4.17 cents)

·      Cash in bank and on hand increased 130% to US$1.5m (FY2023: US$0.65m)

 

Operational Highlights:

 

·      Continued growth has required the Company to seek larger operational facilities in the UK, leading to the successful acquisition of TeleCycle

·      Further processing and streamlining of physical recycling will provide additional growth for the future and establish an even stronger operation

·      Processed 30,000 tons of precious metals and non-ferrous metals-related recycled material

·      Expanded our customer base with the addition of several key clients, including large government-linked entities and multinationals

·      United States-affiliated company continues its contract with an existing mobile carrier

 

For further information, please visit www.majestic-corp.com, or contact:

 

Majestic Corporation Plc Peter Lai (Founder and CEO) Joe Lee (CFO)	E: [email protected]   E: [email protected]
Guild Financial Advisory Limited - Corporate Adviser Ross Andrews Evangeline Klaassen	T: +44 (0)7973 839767 E: [email protected]   T: +44 (0)7972 841276 E: [email protected]
Oberon Capital - Corporate Broker Nick Lovering Adam Pollock Mike Seabrook	T: +44 (0) 203 179 5300
Redchurch Communications - Financial PR & IR John Casey / Nicky Bagheri	T: +44 (0) 207 870 3974 E: [email protected]

 

About Majestic Corporation PLC

 

Majestic Corporation plc is an emerging leader in sustainable circular economy solutions, specialising in recycling and recovering precious and base metals from everyday materials such as electronics, catalytic converters, and solar and battery materials. The company serves some of the world's largest brands, including Original Equipment Manufacturers (OEMs), blue-chip multinational corporations, financial and leasing businesses, and state and federal governments.

 

Through its subsidiaries and affiliate companies in strategically located regions, including Europe, North America, and Asia (ex. China), Majestic procures, processes, and ships e-waste to smelter and refinery partners who extract precious and base metals for re-entry into global supply chains.

 

Majestic and its network's areas of focus include catalytic converters, printed circuit boards, solar panels, battery materials, precious metals recovery, and non-ferrous metals.

 

As Majestic continues to expand its footprint as a circular economy solutions provider, it remains committed to making a positive environmental impact, adhering to ESG values, and driving its business model through immediate and short-cycle cash flow, which strengthens the Company's performance and sustainability.

 

Statement from Chairman and Chief Executive Officer

Majestic's vision is to pioneer sustainable resource recovery, reduce reliance on environmentally harmful mining and drive innovation across critical industries.

 

Dear Shareholders,

 

It is with great pride that I present this year's annual report.

 

Through the dedication of our team and partners, we continue to turn that vision into reality. Fiscal year 2024 was no different.

Today, our operations span key industries such as electric vehicles (EVs), information technology (IT), and renewable energy - supporting applications like EV batteries, IT infrastructure, solar panels, and other technologies that power our everyday lives.

 

These sectors are central to our economy. Our daily operations ensure a stable, circular supply of critical materials - recovered from end-of-life products and reintegrated into the supply chain with maximum efficiency and strong economic viability. In FY24, we continued to further cement Majestic's position at the forefront of the circular economy. We remain a critical node in the UK, European, and global recycling loop - playing a vital, often understated, role in enabling a truly circular economy.

 

Our real-world contribution is increasingly recognised across markets as industries and policymakers push toward greener, more resilient supply chains.

 

One of our most significant milestones this year was the successful acquisition of TeleCycle in the United Kingdom - one of our most strategically important markets, marking a key step in our strategy to build scalable, sustainable resource recovery operations. Today, our network of sites and facilities serve as both a blueprint for expansion and a model for efficient, localised processing in high-value regions.

 

We have also expanded our customer base with the addition of several key clients, including large government-linked entities and multinationals, further validating our approach and enhancing our material throughput. These deep and long-term partnerships ensure a consistent pipeline of inputs and reflect both growing trust in our capabilities and the strengthening of our reputation across the industry.

 

In line with our strategic roadmap, we are focused on three core priorities: expanding throughput from existing customers, operating more efficiently by staying lean, adaptive, and agile, and maximising profitability across our established material categories. This deliberate shift from top-line growth to bottom-line performance is essential for building long-term resilience in an uncertain world, as well as delivering value to our shareholders.

 

Innovation, Challenges and Opportunities

 

Innovation continues to drive our trajectory. Over the past year, we've enhanced our proprietary recovery technologies, improving efficiency and material yield. These advancements position Majestic as a leader in the processing of high-grade recyclable materials, especially in precious metals, which remain our strongest segment. At the same time, our flexibility enables us to redirect material flows as needed, depending on regional demand, trade policy, or logistics.

This focus on innovation also remains a key driver of our value proposition, both to suppliers and customers. As we continue to build out our global platform, we are actively scaling our model through a mix of organic growth, targeted acquisitions, and strategic partnerships. Our agility - our ability to localise, adapt, and execute swiftly - has become one of our most valuable competitive advantages, especially now.

 

In today's volatile world, geopolitical developments and regulatory shifts present both challenges and opportunities. Uncertainty around trade tariffs - particularly in the US - has delayed some investment decisions across our industry. However, we continue to monitor these developments closely before committing further capital in certain regions.

 

Meanwhile, we are seeing increasing government restrictions on critical mineral exports, driving a global trend toward localised sourcing and processing. This plays directly to our strengths and further underlines the importance of having scalable regional operations.

 

Furthermore, we are closely tracking the implications of shifting policy on the EV and solar sectors, which have seen reduced regulatory support. As these segments cool, we remain confident that our diversified material establishment and exposure, including precious metals and non-ferrous materials, will continue to deliver stable returns.

 

A particularly exciting area of strategic expansion is in the defence sector. As global governments ramp up defence spending and seek to secure domestic mineral supply chains, Majestic is positioning itself as a preferred ESG-aligned vendor. This opportunity is not incidental - it is the result of our established capabilities, years of experience in the market, and a reputation for reliability, quality, and compliance.

 

Financial Performance

 

In FY24, we delivered the strongest results on record, exceeding the guidance despite geopolitical and economic uncertainty, as well as challenging market conditions due to freight rate volatility and inflationary pressures.

 

We have achieved a strong balance sheet and reduced our loan liabilities. Cash balances increased by $826k.

 

•              Revenue: US$49.3m (FY2023: US$29m)

 

•              Profit before tax: US$1,007k (FY2023: US$988k)

 

•              Net assets: US$8.5m (as at 31 December 2023: US$7.6m)

 

•              Cash in bank and on hand: US$1.5m (as at 31 December 2023: US$0.65m)

 

Sales volumes were US$20 million 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 these segments.

 

The strong earnings growth we saw in FY24 was reflected in the trading margin in the metal segment, which was achieved from a combination of higher sales volumes, favourable material prices, and disciplined operational expense management.

Purpose, sustainability and Corporate Responsibility Sustainability at our company is not simply a strategic priority - it is a core principle embedded in every aspect of our business. As a key contributor to the circular economy, we play a vital role in reducing landfill waste, decreasing reliance on newly mined resources, and reintegrating valuable materials into the global supply chain.

Our role as an "urban miner" lies at the heart of our long-term growth strategy and environmental responsibilities. By recovering and repurposing critical materials, we support a more sustainable and resource-efficient industrial future. While recycling can be energy-intensive, we continue to invest in operational efficiencies and technologies that reduce our carbon footprint - aligning our operations with broader net-zero goals.

Over the past year, we have consistently revisited and reaffirmed our core purpose through the lens of evolving global economic, environmental, and social dynamics. In doing so, we have strengthened our conviction that our mission - to lead in sustainable circular economy solutions - is not only relevant but increasingly essential in today's resource-constrained world.

 

With that said, building a sustainable future is not something we can achieve alone. Our impact is amplified through strategic partnerships with like-minded suppliers, customers, and stakeholders. These collaborations ensure we remain well-positioned to advance circular economy principles at scale and across industries.

 

As we look ahead, our commitment to corporate responsibility will continue to guide our innovation, partnerships, and operational decisions - demonstrating that profitability and sustainability are not competing goals, but mutually reinforcing outcomes.

 

Board Renewal

We also remain focused on ensuring the Board is equipped with the right mix of skills, insights, and experience to guide the Company through its next chapter. The collective dedication of our Board and every member of our team has been instrumental in our progress, and I extend my heartfelt thanks for their continued commitment.

 

Looking Ahead

Looking ahead, I believe that our cultural edge - rooted in resilience, agility, and purpose-driven leadership - is what sets Majestic apart. In today's complex world, we continue to prove that sustainability and profitability are not opposing forces, but mutually reinforcing pillars of long-term success.

 

To our team: your passion and hard work fuel everything we do. To our customers, partners, and investors: thank you for your ongoing trust and collaboration. And to my fellow Board members and advisors: your guidance has been essential in shaping our vision.

 

Together, we are building more than a financially strong company - we are redefining how critical materials are recovered, refined, and reintegrated into the global economy.

 

Thank you for being part of Majestic Corporation's journey toward a more sustainable, resource-efficient future.

 

 Peter Lai

 Chairman, CEO and Founder

 

 

Group Strategic Report

 

	31 December 2024 $	31 December 2023 $
Revenue	49,292,716	29,391,849
Gross Profit	2,128,773	2,028,367
Net Assets Value	8,529,814	7,645,160
Available Cash	1,479,407	652,758

 

Majestic is well-positioned to accelerate its growth trajectory. As the global economy intensifies its focus on carbon neutrality and sustainable practices, our industry is undergoing a profound transformation. The company stands at the forefront of this shift - leveraging its integrated capabilities in mining, recycling, and smelting, and supported by a robust network of global partnerships.

•              Our UK affiliate recently secured export permits for its Deeside facility from local authorities - a critical milestone that enabled it to achieve triple-digit growth in both revenue and volumes in 2024. Building on this momentum, we will continue our close collaboration in 2025, supporting the expansion of its customer base and accelerating the development of new product lines.

•              Our United States-affiliated company continues its contract with an existing mobile carrier.

•              Through our investments as part of our research and development (R&D) 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 more locations. This will allow us to increase our capacity as well as provide greater flexibility to recycle the metals locally, keeping and returning the metals in their 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.

Non-financial Performance

While the Company has a relatively short trading history, we recognise the importance of monitoring non-financial indicators that reflect the broader health, sustainability, and culture of the business. Internally, we assess non-financial performance against key focus areas that align with our long-term strategic goals.

These include:

•              Environment, Health & Safety

Commitment to safe, compliant, and environmentally responsible operations.

•              Organisational Simplification

Streamlining internal structures to enhance agility and efficiency.

•              Margin Optimisation

Continuous improvement initiatives that support operational resilience and resource efficiency.

•              Culture, Leadership, Diversity and People

Building an inclusive and high-performing workplace through strong leadership, capability development, and cultural alignment.                         

Non-financial performance accounts for approximately 20% of overall individual performance goals, reflecting its integral role in our strategy execution

Outlook and Strategic Focus

The Board remains confident in the Group's position and prospects, viewing the future with a strong sense of optimism. We believe the Group is well-positioned to sustain its success and continue building long-term value.

Our strategic priorities will remain focused on the following key areas:

•              Securing Long-Term Contracts

Strengthening partnerships to secure long-term agreements that support stable and predictable revenue streams.

•              Optimising Equipment Efficiency

Upgrading and refining our equipment to maximise yield from existing inventories, improving operational efficiency and profitability.

•              Advancing Inventory Procurement Technology

Enhancing our technological capabilities to ensure the most accurate and effective methods of sourcing and managing inventory.

•              Responding to Enhanced Scrap Demand

Rising primary metal costs are driving manufacturers toward more cost-effective alternatives. This trend is expected to increase demand for Majestic's scrap materials.

•              Leveraging Sustainability Trends

The growing global emphasis on sustainability supports the use of recycled steel, positioning Majestic advantageously in the market with strong environmental credentials.

•              Capitalising on Market Volatility

Short-term fluctuations in the market present opportunities for profit through informed and agile decision-making.

Business Risks and Ongoing Concerns

While the Group remains confident in its strategic direction, it acknowledges a range of ongoing and unforeseen risks that may impact operations and performance.

Key areas of concern include:

•              Geopolitical Tensions

Uncertainty arising from global political instability may disrupt trade relationships and impact key supply chains.

•              Tariffs on the Metals Industry

Existing and potential tariffs can distort market pricing and create disparities in supply and demand across regions.

•              Government Market Intervention

Regulatory actions aimed at controlling market dynamics may artificially suppress or distort natural price movements.

•              Supply Chain Disruptions

Ongoing logistical challenges can hinder the timely procurement and distribution of raw materials and finished products.

•              Macroeconomic Headwinds

Broader economic trends, including inflation, interest rate shifts, and economic slowdowns, may adversely affect industrial demand.

In addition to these overarching risks, the Group faces specific industry-related challenges:

•              Amplified Market Volatility

Tariffs may temporarily raise US primary metal prices, increasing scrap demand. However, weakening global manufacturing activity can trigger unpredictable price fluctuations, complicating inventory planning and long-term forecasting. These conditions also introduce uncertainty into long-term contracts.

•              Export Restrictions

Retaliatory tariffs from major trade partners - including Canada, the EU, and China - combined with decreased Chinese mill output, are limiting US scrap exports. This restricts Majestic's access to key international markets.

•              Domestic Oversupply and Depressed Pricing

As export options diminish, a surplus of scrap in the US may drive prices downward. This will require heightened focus on inventory efficiency and the development of domestic sales channels.

•              Reduced Downstream Demand

Elevated primary metal costs may curtail production in critical sectors such as automotive, construction, and packaging - ultimately reducing demand for both primary and recycled materials.

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 2024. 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 are committed to providing 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. These relationships 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 and periodically 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 takes 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

•              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 Group's long-term success is reliant upon the efforts of its employees and the quality of its relationships with stakeholders. The Board has put in place a range of processes and systems to ensure 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 Aquis Growth Market Access Rulebook. This ensures 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 currently handles 30,000 tons of precious metals and non-ferrous metals-related recycled material 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 Company's success. 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 the Board reviews risks on a regular basis to identify any changes in risk profiles and consider the optimal range of mitigation strategies.

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

 

Peter Lai

Chairman & CEO

 

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2024

 

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

 

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 2024.

 

DIRECTORS

The directors who have held office during the period from 1 January 2024 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

Andrew Male                        - appointed 05 September 2024 (resigned on 30 May 2025)

 

 

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, RPG Crouch Chapman 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 Group has appropriate corporate governance standards in place and the 10 principles in the QCA Code are applied within the group. 

 

1.     Establish a purpose, strategy and business model which promote long-term value for shareholders

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

3.     Seek to understand and meet shareholder needs and expectations

4.     Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success

5.     Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

6.     Establish and maintain the board as a well-functioning, balanced team led by the chair

7.     Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities

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

9.     Establish a remuneration policy which is supportive of long-term value creation and the company's purpose, strategy and culture

10.  Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key 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. Given the size of the Company the Board has decided not to appoint a separate Chairman, such position held by the CEO. The Board will keep this under review.

he 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

Andrew Male                        Non-Executive Director - appointed 05 September 2024 (resigned on 30 May 2025)

 

Directors' Interest in shares

The directors who held interests in the Company's share capital as of 31 December 2024 were as follows:

 

Name	Number of Ordinary Shares held	Percentage of Issued Share Capital
Peter Lai   Larry Carter Howick	18,051,009 19,973	90.26% 0.1%

 

Directors' Remuneration

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

Name	Fees and Salaries $	Pensions $	Total 2024 $
Peter Lai	76,923	2,308	79,231
Joe Lee	45,000	nil	45,000
Chris Neoh	45,000	nil	45,000
Larry Howick   Andrew Male	12,500 27.500	nil nil	12,500 27,500

 

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	10	1	1
Larry Howick	Non-Executive Director	10	8	1	1
Andrew Male	Non-Executive Director	3	3	N/A	N/A

 

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 is chaired by Christopher Neoh and its other member is Larry Howick. The Audit and Risk Committee meet  at least once a year and is 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 is chaired by Christopher Neoh and its other member is Larry Howick. The Remuneration Committee meets at least once a year and 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 and GBP. 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 and GBP against United States Dollar is as follows:

 

		2024	2023
EUR
5% increase effect on profit for the year		(190,373)	(74,788)
5% decrease effect on profit for the year		190,373	74,788
GBP
5% increase effect on profit for the year		(40,340)	(-)
5% decrease effect on profit for the year		40,340	-

 

 

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 2024 which comprise the Consolidated statement of comprehensive income, the Consolidated statement of changes in equity, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated and 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 as adopted in the United Kingdom (IFRS).

 

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 2024 and of the group's profit for the year then ended;

•              have been properly prepared in accordance with IFRS; 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 Auditor's 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 as applied to listed entities, 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.

 

Our evaluation of the Directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting included:

 

•              Analysing management's and the Directors' cash flow forecast which forms the basis of their assessment that the going concern basis of preparation remains appropriate for the preparation of the Group and Company financial statements for a period of at least twelve months from the date of approval of these financial statements;

•              Testing the integrity of the cash flow model;

•              Comparing the revenue, costs and results included in the model for each segment compared to actuals achieved in the year and post-year end performance;

•              Sensitising the cash flows for changes in key assumptions and considering impact on headroom; and

•              Reviewing and considering the adequacy of the disclosure within the financial statements relating to the Directors' assessment of the going concern basis of preparation.

 

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

 

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

 

Our approach to the audit

In planning our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates. As in all of our audits, we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

 

We tailored the scope of our audit to ensure that we performed sufficient work to be able to issue an opinion on the financial statements as a whole, taking into account the structure of the group and the parent company, the accounting processes and controls, and the industry in which they operate.

 

We performed the audits of the UK-registered material components of the group, being the parent company. We issued group instructions to TGS AITIA CPA with regard to the audit of Majestic Material Corporation which is registered in the British Virgin Islands and Majestic Corporation Limited, registered in Hong Kong. We then reviewed the work performed by the component auditor.

 

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement we identified (whether or not due to fraud), 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. The matters identified was addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

Key audit matter	How our audit addressed the key audit matter
Valuation of inventory   Valuation of inventory is a key area for the audit given that the business at any one time holds large amounts of inventory, $16.2m at 31 December 2024.	Our work included:   ·      Reviewing the component auditors stock take attendance report and consider their work with regard to the following: ·      Reviewing accounting treatment of valuation of inventory in line with IFRS accounting standards. ·      Considering the cost recorded of the inventory vs the NRV amount. ·      Reviewing the Group's inventory processing systems and the Group's provisioning model.
Revenue recognition   There is a presumption under ISA (UK) 240 that there are risks of fraud in revenue recognition and therefore auditors must evaluate which types of revenue, revenue transactions or assertions give rise to such risks.   Per the accounting policy revenue is recognised when control of the goods have been transferred to the customer's specific location.	Our work included:   ·      Reviewing the component auditors work with considerations to: ·      accounting policies adopted and ensuring these are in accordance with IFRS; ·      Confirming revenue has been recognised in accordance with the accounting policies; ·      Tests of detail confirming completeness and cut off.

 

Our application of materiality

 

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.

 

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

 

We consider revenue to be the most significant determinant of the Group's financial performance used by the users of the financial statements. We have based materiality on 2% of reported turnover for the Group and each of the operating components, which is consistent with the prior year. Overall materiality was therefore set as noted below:

 

	2024 $	2023 $
Group - 2% of turnover	990,000	588,000
Parent - 10% of gross assets	4,000	2,000

 

For each component, the materiality set was lower than the overall group materiality.

 

We agreed with the Audit Committee that we would report on all differences in excess of 5% of materiality relating to the Group financial statements. We also report to the Audit Committee on financial statement disclosure matters identified when assessing the overall consistency and presentation of the consolidated financial statements.

 

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

 

Matters on which we are required to report by exception;

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

 

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

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

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

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

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 13 the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

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

 

Those charged with governance are responsible for overseeing the Company's financial reporting process.

 

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 our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

 

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

 

·      We obtained an understanding of the legal and regulatory frameworks within which the Company operates focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and relevant taxation legislation.

·      We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases.

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud 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 Auditor's Report.

 

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in 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.

 

Mohammad Sakib ACA (Senior Statutory Auditor)

 

For and on behalf of

RPGCC

Chartered Accountants and Statutory Auditor

40 Gracechurch St, London EC3V 0BT

 

Date:      26 June 2025