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Registered number: 11618864









MFT CAPITAL LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

 
MFT CAPITAL LTD
 

COMPANY INFORMATION


Directors
R J Beese 
D J White 




Registered number
11618864



Registered office
Anglia House, 6 Central Avenue
St Andrews Business Park

Thorpe St Andrew

Norwich

Norfolk

NR7 0HR




Independent auditors
Haysmacintyre LLP

10 Queen Street Place

London

EC4R 1AG




Accountants
Price Bailey LLP
Anglia House, 6 Central Avenue

St Andrews Business Park

Thorpe St Andrew

Norwich

Norfolk

NR7 0HR





 
MFT CAPITAL LTD
 

CONTENTS



Page
Group Strategic Report
 
1 - 5
Directors' Report
 
6 - 10
Independent Auditors' Report
 
11 - 14
Consolidated Profit and Loss Account
 
15
Consolidated Balance Sheet
 
17 - 18
Company Balance Sheet
 
19
Consolidated Statement of Changes in Equity
 
20
Company Statement of Changes in Equity
 
21
Consolidated Statement of Cash Flows
 
22 - 23
Consolidated Analysis of Net Debt
 
24
Notes to the Financial Statements
 
25 - 61


 
MFT CAPITAL LTD
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2023

Introduction
 
The directors of MFT Capital Ltd present their strategic report for the year ended 31 March 2023. MFT Capital Ltd is the proud owner and operator of popular hospitality and leisure brands, including Flip Out Adventure Parks, which is the UKs leading trampoline and adventure park brand and operates in nine countries across the world, and Putt Putt Noodle Adventure Golf, which offers an immersive mini golf experience inspired by the far east. Our business model combines both owner-operated and franchised businesses, offering a diverse range of entertainment options to our valued customers. As we reflect on the past year, we are pleased to present this strategic report that provides an overview of our business performance and outlines our future development plans.

Business review
 
The year under review was marked by several challenges, particularly the substantial increase in operating costs. Despite these challenges, we made the conscious decision to maintain our pre-COVID pricing structure until the end of the year, at which point we implemented an 8% price increase. This measured approach allowed us to balance the need for sustainable profitability while minimising any financial burden on our loyal customer base.
Comparisons to prior years are difficult due to the extended impact of Covid related restrictions between March 2020 and January 2022. However, for the last 6 months of the financial year when compared to 2019 (that being  the last comparable period of no interruption) we saw encouraging like-for-like growth, which against the backdrop of external pressures, we believe to be a good trading performance. We are not immune to the inflationary pressures on the leisure and retail industry in general and we took steps to mitigate this impact without compromising the offer to our guests. 
During the year we opened new a new Flip Out in Hounslow, transferred Flip Out Aylesbury, Chatham and London E6 out of the managed group and disposed of Flip Out Bristol. The Group also acquired an existing Putt Putt franchisee site in Norwich. At the end of the financial year the Group was constructing 2 joint Flip Out and Putt Putt Noodle sites in Telford and Poole respectively which commenced operations shortly after the end of this financial period.
Group turnover for the year was £16m (2022 - £15.8m) with a gross profit margin of 65% (2022 - 55%). The improvement being a combination of various operational initiatives to maximise efficiency, as well as favourable movement in the revenue/product mix. The loss for the period was £4.4m (2022 – profit of £22.6m). The 2022 profit figure includes the profit on disposal of the Boom Battle Bar business of £25.9m. Other costs increased as the Group increased overhead in readiness for expansion of the managed and franchise business in the next financial  year in particular. 
Group fixed assets for the year were £14.5m (2022 - £10.7m) driven by new site acquisitions and builds. Net current assets have reduced by £7.8m in the year. This is due to a reduction in the value of contingent share consideration of £2.8m in other debtors in relation to the disposal of the Boom Battle Bar business. Furthermore there was an increase in creditors falling due within one year to £9.8m (2022 – £8.1m) driven by investment in new acquisitions and builds. Creditors falling due after more than one year have increased to £6.4m (2022 - £2.5m) due to additional financing obtained for new builds.
Looking ahead while economic uncertainty and inflationary cost pressures are set to persist in the short term, we believe the group is in an excellent position to capitalise on opportunities in the marketplace. We are in a position to open new sites across the different brands with an experienced and motivated leadership team to execute the Groups strategy. The cost pressures of the last 12 months have impacted profitability, and this will continue into 2024. Whilst we would expect costs to remain higher than they were prior to the war in Ukraine we continue to mitigate these effects through our new supplier partnerships and cost engineering strategy. 
Throughout the year, we have observed that our customer numbers have remained stable, reflecting the resilience of our brand and the enduring appeal of our offerings to the public. However, our continued success is not without its challenges. We are vigilant about the potential impact of rising inflation and the cost of living on customer spending habits. Additionally, the broader economic landscape remains uncertain, necessitating a vigilant and adaptable approach to our operations.
Page 1

 
MFT CAPITAL LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023


Principal risks and uncertainties
 
In the dynamic landscape of the leisure and hospitality industry, our organisation remains attuned to a spectrum of potential challenges and uncertainties that may impact our operations. By proactively identifying and addressing these risks, we aim to ensure a stable and sustainable journey ahead.
Economic Risk
 
The ever-shifting economic landscape poses one of the most significant and far-reaching risks to our operations. As the global and local economies experience fluctuations, our business may be influenced by factors such as inflation, changes in consumer spending patterns, and broader economic downturns. We acknowledge these uncertainties and remain committed to maintaining a vigilant eye on economic indicators, allowing us to adapt our strategies and operations accordingly.
 
Financial Risk
 
Sound financial management is the bedrock of the Group's success. We recognize that financial risk is an inherent part of any business venture, and we have established stringent risk management protocols to safeguard our financial stability. These risks include currency exchange fluctuations, liquidity constraints, and the need to secure sustainable funding. Our approach to financial risk centres on prudent financial planning, diversification of financial assets, and effective cash flow management.
 
Threat of Competition
 
In an industry characterised by innovation and rapid development, competition is an ever-present reality. The threat of competition, particularly from new entrants or industry disruptors, challenges us to consistently enhance our offerings and remain at the forefront of the leisure and entertainment market. We see competition as a catalyst for innovation, motivating us to continue investing in new attractions, improved customer experiences, and strategic partnerships that set us apart.
 
Business Risks 
 
Beyond the generic risks inherent to the broader industry, MFT Capital Ltd faces specific business risks. One notable challenge pertains to managing large-scale property deals for our expanding network of entertainment facilities. This involves intricate negotiations and substantial capital investments. We are prepared to mitigate these risks through careful financial planning, leveraging our reputation as anchor tenants, and rigorous due diligence on property deals.
Additionally, the shift towards sustainability and ethical practices has become an influential factor. We recognise the increasing emphasis on environmental responsibility, and we are taking proactive steps towards minimizing our environmental footprint. This includes exploring opportunities to incorporate renewable energy solutions like solar power, which not only align with environmental concerns but also reduce long-term operational costs.
As we set our sights on potential public listing or equivalent strategies, our commitment to risk management remains steadfast. We understand that navigating these risks and uncertainties requires agility and the ability to adapt swiftly to changing conditions. We look to the future with a readiness to overcome these challenges, secure in the knowledge that our dedicated team, strong leadership, and the unwavering support of our stakeholders are valuable assets in managing these risks.

Page 2

 
MFT CAPITAL LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023

Financial key performance indicators
 
For a comprehensive assessment of our financial performance, we are pleased to provide the following key indicators:
1. Revenue Growth: Our revenues remained steady, with a modest increase in line with our pricing strategy.
  Revenue increased circa £0.2m YOY from £15.8m to £16m which represented growth of 1.3%.
  This was achieved through a combination of new site openings & refurbishment of existing sites.
2. Gross Profit Margin: Despite increased costs, our gross profit margins have remained within acceptable
  parameters, increasing to 65.0% from 55.0% in 2022 demonstrating prudent financial management.
3. Cost Control: We have implemented rigorous cost-control measures to mitigate the impact of rising
  expenses however despite this administrative expenses rose from £8.2m to £12.0m as the Group
  increased overheads in readiness for expansion of the management and franchise business in the next
  financial year in particular. Inflationary pressures also contributed to this increase in costs.

Other key performance indicators
 
Operational Enhancements
During the year, our Senior Management Team (SMT) conducted an in-depth analysis of our opening hours and staffing matrix. This comprehensive review was undertaken to ensure that our operations run at maximum efficiency during peak times. As a result, we have optimised our staffing levels and operating hours to better meet the demands of our customers, ensuring an exceptional experience.
Key Management and Staff Development
We are proud to report that we have retained all key management positions, ensuring continuity and stability within our organisation. Additionally, we have promoted multiple individuals from within our company, fostering a culture of growth and development.
Employee Incentive Programs and Automation Prospects
Throughout the year, we have introduced staff incentive programs, aimed at recognising and rewarding the hard work and dedication of our employees. Looking ahead, we are exploring the prospect of automation systems to further enhance operational efficiency in the near future.
Innovation in Games and Equipment
We are actively investing in the development of new games and equipment to enrich the experiences we offer to our customers. This commitment to innovation is integral to our growth strategy.
Refinement of Food and Beverage Operations
Our Food and Beverage (F&B) operations have undergone refinements to ensure that we continue to provide high-quality offerings that complement our entertainment experiences.
Enhanced Customer Satisfaction
We are delighted to report an increase in our Customer Satisfaction (CSAT) scores, a testament to our unwavering commitment to delivering exceptional experiences to our patrons.
Revenue Growth and Prospects
Lastly, it is worth noting that some of our stores saw year-on-year (YOY) revenue growth, a positive sign of the enduring popularity of our offerings and the effectiveness of our strategic initiatives.
 
Page 3

 
MFT CAPITAL LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023

Equipment and Park Refits
Ongoing research has identified parks that would benefit from additional equipment and park refits. Past performance indicators demonstrate that these investments will have a very positive impact on sales. Accordingly, we will allocate funds to this area, with expectations of positively impacting the 23-24 financial figures.
Expansion and Property Deals
We are actively sourcing a large number of new property deals throughout the UK, many of which come with attractive incentives. Our reputation as anchor tenants, with an average of 250,000 paying customers per park, has positioned us favourably with landlords. This expansion strategy will further strengthen our market presence and contribute to our continued success.

Directors' statement of compliance with duty to promote the success of the Group
 
Section 172(1) of the Companies Act 2006 requires Directors to take into consideration the interests of the stakeholders in their decision making. The Directors continue to have regard to the interests of the Group’s employees and other stakeholders, including the impact of its activities on the community, the environment and the group’s reputation, when making decisions. Acting in good faith and fairly between members, the Directors consider what is most likely to promote the success of the Group in the long term.
The Directors are fully aware of their responsibilities to promote the success of the Group in accordance with section 172 of the Companies Act 2006. To ensure the Group meets this, the Directors regularly reflect on how the Group engages with its stakeholders and opportunities for enhancement with stakeholders themselves. Such stakeholders include shareholders, employees, customers, and suppliers.
Environment and Employee Matters
At MFT Capital Ltd, we recognise our responsibility to operate sustainably and ethically. We are committed to minimising our environmental footprint through responsible business practices. As part of our sustainability efforts, we are actively looking into solar power solutions for properties that could benefit from it. This initiative aligns with our commitment to reducing carbon emissions and promoting energy efficiency.
Our employees are integral to our success, and we prioritise their well-being and development. We have undertaken initiatives to reduce our carbon emissions and promote energy efficiency. In addition, we foster a diverse and inclusive work environment, ensuring equal opportunities for all our employees. Our commitment to employee welfare extends to providing training and development programs, as well as employee engagement activities.
Engagement with Stakeholders
Our commitment to stakeholders is unwavering. We actively engage with our employees, shareholders, customers, suppliers, and the wider community to ensure a harmonious and mutually beneficial relationship. Throughout the year, we have maintained open channels of communication with employees, systematically providing them with information on matters of concern. Regular consultations with employee representatives have allowed us to consider their valuable input in our decision-making processes and which has influenced decisions ranging from refurbishment priorities to marketing activities. Furthermore, we actively encourage employee involvement through bonus schemes and other initiatives that align their interests with the Group’s performance.
Our interactions with suppliers, customers, and other stakeholders are characterised by transparency and fairness. We recognise the importance of fostering strong business relationships with these entities and consider their interests in our strategic decisions. These relationships are critical to our continued success, and we are committed to nurturing them.
 
Page 4

 
MFT CAPITAL LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023

In conclusion, MFT Capital Ltd remains dedicated to delivering exceptional entertainment experiences to our customers while maintaining financial stability. As we navigate the challenges of an ever-evolving economic landscape, we are confident in our ability to adapt and thrive, thanks to the collective efforts of our dedicated team and the enduring support of our stakeholders.


This report was approved by the board on 30 April 2024 and signed on its behalf.



R J Beese
Director

Page 5

 
MFT CAPITAL LTD
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2023

The directors present their report and the financial statements for the year ended 31 March 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial . Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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

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

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

Results and dividends

The loss for the year, after taxation, amounted to £4,397,743 (2022 - profit £22,648,604).

During the year, dividends amounting to £3,085,000 (2022 - £nil) were paid. 

Directors

The directors who served during the year were:

R J Beese 
D J White 

Future developments

We are actively exploring different brands to add to our portfolio. This strategic move aligns with our commitment to diversify and expand our business offerings.

Disabled employees

The Group has employment policies which give full and fair consideration for applicants and employees of disabled persons, having regard to their particular aptitudes and abilities. Where possible, the Group will make appropriate changes and provide training to ensure those who may become disabled whilst employed, can continue in employment, and will otherwise provide training and support for the career development and promotion of any such employees within the Group. 

Page 6

 
MFT CAPITAL LTD
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023

Engagement with suppliers, customers and others

Our commitment to stakeholders is unwavering. We actively engage with our employees, shareholders, customers, suppliers, and the wider community to ensure a harmonious and mutually beneficial relationship. Throughout the year, we have maintained open channels of communication with employees, systematically providing them with information on matters of concern. Regular consultations with employee representatives have allowed us to consider their valuable input in our decision-making process and led to changes in various facets of the business including changes to how we rota effectively so not to just maximise productivity but allow employees a better work balance. The management team and board ensure they visit new and existing centers multiple times per year and attend the monthly management meetings. This engagement has enabled us to deliver internal training and wellbeing initiatives to support the team. Face to face training was fully re-established following the COVID-19 impacted previous period. All feedback is collated in the company’s internal database as discussed by management and actions being identified and put in place. Furthermore, we actively encourage employee involvement through bonus schemes and other initiatives that align their interests with the Group's performance
Our interactions with suppliers, customers, and other stakeholders are characterised by transparency and fairness. We recognise the importance of fostering strong business relationships with these entities and consider their interests in our strategic decisions. These relationships are critical to our continued success, and we are committed to nurturing them.
In conclusion, MFT Capital Ltd remains dedicated to delivering exceptional entertainment experiences to our customers while maintaining financial stability. As we navigate the challenges of an ever-evolving economic landscape, we are confident in our ability to adapt and thrive, thanks to the collective efforts of our dedicated team and the enduring support of our stakeholders.

Page 7

 
MFT CAPITAL LTD
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group is a large unquoted company under the Streamlined Energy Consumption and Carbon regulations and must report its greenhouse gas emissions from Scope 1 and 2 Electricity, Gas and Transport annually. The Group has followed the 2019 HM Government environmental reporting guidelines to ensure compliance with the SECR requirements. The UK Government issued ‘Greenhouse gas reporting: conversion factors 2022’ conversion figures for CO2e, along with the fuel property figures to determine the kWh content for reclaimed mileage. The chosen intensity measurement ratio is total gross emissions in Kgs CO2e/Site. Energy usage information (Gas and Electricity) has been obtained directly from their energy suppliers via invoices.
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Quantification and reporting methodology
 
We have followed 2019 HM Government environmental reporting guidelines to ensure compliance with the SECR requirements. 
The UK government issued “Greenhouse gas reporting: conversion factors 2023” conversion figures for CO2e were used. 
Intensity measurement 
The chosen intensity measurement ratio is number of operating sites. 
 
Page 8

 
MFT CAPITAL LTD
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023


Measures taken to improve energy efficiency
MFT Capital Ltd continue to strive for energy and carbon reduction arising from their activities. During this reporting period MFT Capital have:
• Continued to move to 100% renewable supplies.
• Introduced PIR lighting.
• Replaced normal lights to energy saving Lights-LED
• Encouraged General Managers to pool share for company meetings.

Materiality
 
MFT Capital Ltd are reporting upon all the required fuel sources as per SECR requirements. UK government fuel properties used to convert to kWh and tCO2e. Future developments The Group will continue to roll out selectively its Flip Out and Putt Putt Social brands by opening new sites across the UK and to explore further opportunities to grow the We Do Play brand via franchising with suitable partners.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

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

Page 9

 
MFT CAPITAL LTD
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023

Post balance sheet events

The following loss making subsidiaries were disposed of post year end and subsequently left the MFT Capital Ltd Group:
- F.O Admin Ltd on 6 October 2023
- F.O Three Ltd on 6 October 2023
- F.O Fifteen Ltd on 6 October 2023
- F.O Seventeen Ltd on 6 October 2023
- J O A Leisure Limited on 1 November 2023
Despite the best efforts of the board and management of MFT Capital Ltd Group, three of the five companies below were negatively contributing to group level profitability. The other two disposed companies (J O A  Leisure Limited and F.O Three Ltd) were unable to generate sufficient cash to fund its operations and financing costs. The revenue and profit after tax for the disposed subsidiaries for the year ended 31 March 2023 are as follows: 
  
  Revenue        Profit/(loss) 
       after tax
                   £             £
F.O Admin Ltd   2,236,192        (1,003,661)
F.O Three Ltd      797,041               80,504
F.O Fifteen Ltd      814,420           (173,256)
F.O Seventeen Ltd      922,664           (321,740)
J O A Leisure Limited  2,895,495            257,247
The effect on the Group of the disposal of the above five companies post year-end, is a loss of revenue of £2.7k and an increase in projected net profit, as the five companies were contributing a net loss, of £903k prior to their removal from the Group.
The movement out of the Group resulted in an increase in net assets of £1.796m at the relevant disposal dates and a subsequent profit on disposal of £838k.

Auditors

The auditorsHaysmacintyre LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 30 April 2024 and signed on its behalf.
 





R J Beese
Director

Page 10

 
MFT CAPITAL LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MFT CAPITAL LTD
 

Opinion


We have audited the financial statements of MFT Capital Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2023, which comprise the Consolidated Profit and Loss Account, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006, except for the requirement to included prior year comparatives in the Profit and Loss Account.


Basis for opinion


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


Conclusions relating to going concern


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


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


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


Page 11

 
MFT CAPITAL LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MFT CAPITAL LTD (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 6, 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 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 Parent Company or to cease operations, or have no realistic alternative but to do so.


Page 12

 
MFT CAPITAL LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MFT CAPITAL LTD (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

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


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

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud 
Based on our understanding of the Group and Parent Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to regulatory requirements for trampolining and indoor leisure activity businesses, such as minimum wage and health and safety regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006, income tax, payroll tax and sales tax. 
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included: 
-  inspecting correspondence with regulators and tax authorities; 
-  discussions with management and reviewing board minutes for indications of known or suspected
  instances of non-compliance with laws and regulation and fraud; 
-  evaluating management’s controls designed to prevent and detect irregularities; 
-  reviewing sales either side of the year end to ensure that the income has been recognised in the correct
  financial period;
-  identifying and testing journals, in particular journal entries posted with a round sum value, that
  significantly impact profit, are outside of the course of ordinary trading activities or contain key words; and;
-  challenging assumptions and judgements made by management in their critical accounting estimates,
  particularly in respect of their assessment of impairment of the carrying value of goodwill and intangible
  assets; and the recoverability of intercompany debtors.
 
Page 13

 
MFT CAPITAL LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MFT CAPITAL LTD (CONTINUED)


Due to 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 Auditors' Report.


Use of our report
 

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





Gareth Ogden (Senior Statutory Auditor)
for and on behalf of
Haysmacintyre LLP
Statutory Auditors
10 Queen Street Place
London
EC4R 1AG

30 April 2024
Page 14

 
MFT CAPITAL LTD
 

CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2023

Continuing operations
Discontinued operations
Total
Continuing operations
Discontinued operations
Total
2023
2023
2023
2022
2022
2022
Note
£
£
£
£
£
£

  

Turnover
 4 
14,928,849
1,107,087
16,035,936
8,431,554
7,343,191
15,774,745

Cost of sales
  
(5,025,731)
(587,003)
(5,612,734)
(3,240,155)
(3,853,535)
(7,093,690)

Gross profit
  
9,903,118
520,084
10,423,202
5,191,399
3,489,656
8,681,055

Administrative expenses
  
(11,016,512)
(948,935)
(11,965,447)
(4,275,158)
(3,973,726)
(8,248,884)

Profit on disposal of intangible assets
  
-
-
-
750,000
-
750,000

Other operating income
 5 
175,619
58,333
233,952
47,687
710,577
758,264

Fair value movements
 19 
(2,769,549)
-
(2,769,549)
(125,000)
-
(125,000)

Other operating charges
  
(24,650)
-
(24,650)
-
-
-

Non-recurring other operating charges
 14 
(558,915)
-
(558,915)
(3,315,266)
(1,451,588)
(4,766,854)

Operating loss
 6 
(4,290,889)
(370,518)
(4,661,407)
(1,726,338)
(1,225,081)
(2,951,419)

Profit on disposal of investment in subsidiary
  
446,588
-
446,588
25,939,414
-
25,939,414

Interest receivable and similar income
 10 
-
-
-
3
-
3

Interest payable and similar expenses
 11 
(182,924)
-
(182,924)
(228,824)
(106,862)
(335,686)

(Loss)/profit before tax
  
(4,027,225)
(370,518)
(4,397,743)
23,984,255
(1,331,943)
22,652,312

Tax on (loss)/profit
 12 
-
-
-
(3,708)
-
(3,708)

(Loss)/profit for the financial year
  
(4,027,225)
(370,518)
(4,397,743)
23,980,547
(1,331,943)
22,648,604
Page 15

 
MFT CAPITAL LTD
 

(Loss)/profit for the year attributable to:
  

Non-controlling interests
  
-
-
-
(24,748)
-
(24,748)

Owners of the parent
  
(4,397,743)
-
(4,397,743)
22,673,352
-
22,673,352

  
(4,397,743)
-
(4,397,743)
22,648,604
-
22,648,604

The notes on pages 25 to 61 form part of these financial statements.

Page 16

 
MFT CAPITAL LTD
REGISTERED NUMBER: 11618864

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 15 
3,941,625
4,363,964

Tangible assets
 16 
10,586,453
6,354,555

  
14,528,078
10,718,519

Current assets
  

Stocks
 18 
133,201
194,648

Debtors: amounts falling due after more than one year
 19 
-
7,448,598

Debtors: amounts falling due within one year
 19 
8,468,065
6,621,273

Cash at bank and in hand
  
156,694
544,498

  
8,757,960
14,809,017

Creditors: amounts falling due within one year
 20 
(9,785,756)
(8,058,225)

Net current (liabilities)/assets
  
 
 
(1,027,796)
 
 
6,750,792

Total assets less current liabilities
  
13,500,282
17,469,311

Creditors: amounts falling due after more than one year
 21 
(6,385,779)
(2,476,730)

Provisions for liabilities
  

Other provisions
 24 
(999,351)
(1,394,686)

  
 
 
(999,351)
 
 
(1,394,686)

Net assets
  
6,115,152
13,597,895


Capital and reserves
  

Called up share capital 
 25 
101
101

Share premium account
 26 
12,451
12,451

Profit and loss account
 26 
6,102,600
13,585,343

Equity attributable to owners of the parent Company
  
6,115,152
13,597,895

  
6,115,152
13,597,895


Page 17

 
MFT CAPITAL LTD
REGISTERED NUMBER: 11618864

CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 April 2024.




R J Beese
Director

The notes on pages 25 to 61 form part of these financial statements.

Page 18

 
MFT CAPITAL LTD
REGISTERED NUMBER: 11618864

COMPANY BALANCE SHEET
AS AT 31 MARCH 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 17 
63,422
63,122

  
63,422
63,122

Current assets
  

Debtors: amounts falling due after more than one year
 19 
-
7,448,598

Debtors: amounts falling due within one year
 19 
6,849,992
8,541,678

Cash at bank and in hand
  
-
50

  
6,849,992
15,990,326

Creditors: amounts falling due within one year
 20 
(2,596,929)
(3,244,600)

Net current assets
  
 
 
4,253,063
 
 
12,745,726

Total assets less current liabilities
  
4,316,485
12,808,848

  

Creditors: amounts falling due after more than one year
 21 
(437,117)
-

  

Net assets
  
3,879,368
12,808,848


Capital and reserves
  

Called up share capital 
 25 
101
101

Share premium account
 26 
12,451
12,451

Profit and loss account brought forward
  
12,796,296
(71,845)

Loss/(profit) for the year
  
(5,844,480)
12,868,141

Other changes in the profit and loss account

  

(3,085,000)
-

Profit and loss account carried forward
  
3,866,816
12,796,296

  
3,879,368
12,808,848


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 April 2024.


R J Beese
Director

The notes on pages 25 to 61 form part of these financial statements.

Page 19

 

 
MFT CAPITAL LTD


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023



Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£



At 1 April 2021
100
-
(8,106,114)
(8,106,014)
(981,895)
(9,087,909)



Comprehensive income for the year


Profit for the year
-
-
22,673,352
22,673,352
(24,748)
22,648,604



Contributions by and distributions to owners


Shares issued during the year
1
12,451
-
12,452
-
12,452


Movement in non-controlling interest
-
-
(981,895)
(981,895)
1,006,643
24,748



Total transactions with owners
1
12,451
(981,895)
(969,443)
1,006,643
37,200





At 1 April 2022
101
12,451
13,585,343
13,597,895
-
13,597,895



Comprehensive income for the year


Loss for the year
-
-
(4,397,743)
(4,397,743)
-
(4,397,743)



Contributions by and distributions to owners


Dividends: Equity capital
-
-
(3,085,000)
(3,085,000)
-
(3,085,000)



Total transactions with owners
-
-
(3,085,000)
(3,085,000)
-
(3,085,000)



At 31 March 2023
101
12,451
6,102,600
6,115,152
-
6,115,152



The notes on pages 25 to 61 form part of these financial statements.

Page 20

 
MFT CAPITAL LTD
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 April 2021
100
-
(71,845)
(71,745)


Comprehensive income for the year

Profit for the year
-
-
12,868,141
12,868,141


Contributions by and distributions to owners

Shares issued during the year
1
12,451
-
12,452



At 1 April 2022
101
12,451
12,796,296
12,808,848


Comprehensive income for the year

Loss for the year
-
-
(5,844,480)
(5,844,480)


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(3,085,000)
(3,085,000)


At 31 March 2023
101
12,451
3,866,816
3,879,368


The notes on pages 25 to 61 form part of these financial statements.

Page 21

 
MFT CAPITAL LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2023

2023
2022
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(4,397,743)
22,648,604

Adjustments for:

Amortisation of intangible assets
514,352
311,765

Depreciation of tangible assets
860,445
725,684

Impairments of fixed assets
(2,009)
116,393

Loss on disposal of tangible assets
81,636
11,285

Interest paid
182,924
335,686

Interest received
-
(3)

Taxation charge
-
3,708

Decrease/(increase) in stocks
32,757
(523,667)

Decrease/(increase) in debtors
1,979,222
(10,614,420)

Increase in creditors
4,318,888
12,099,888

Increase in provisions
-
980,883

Net fair value losses recognised in P&L
2,769,547
125,000

Corporation tax paid
(2,574)
-

Loss on disposal of intangibles
45
(736,860)

Loss on disposal of subsidiary undertakings
(428,631)
(25,939,414)

Net cash generated from operating activities

5,908,859
(455,468)


Cash flows from investing activities

Purchase of intangible fixed assets
(38,102)
(291,785)

Sale of intangible assets
-
750,000

Purchase of tangible fixed assets
(1,745,210)
(2,861,253)

Sale of tangible fixed assets
400,000
5,075

Sale of unlisted and other investments
38,177
-

Interest received
-
3

HP interest paid
(4,192)
(32)

Acquisition of subsidiary undertakings
(325,974)
(746,829)

Disposal of subsidiary undertakings
(147,369)
7,749,683

Net cash from investing activities

(1,822,670)
4,604,862

Cash flows from financing activities

Issue of ordinary shares
-
12,452

Repayment of loans
(1,705,576)
(2,839,105)

Other new loans
500,000
500,000

Repayment of finance leases
(56,801)
(993,265)

New finance leases
52,634
-

Dividends paid
(3,085,000)
-

Interest paid
(178,732)
(335,654)
Page 22

 
MFT CAPITAL LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023


2023
2022

£
£


Net cash used in financing activities
(4,473,475)
(3,655,572)

Net (decrease)/increase in cash and cash equivalents
(387,286)
493,822

Cash and cash equivalents at beginning of year
543,980
50,158

Cash and cash equivalents at the end of year
156,694
543,980


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
156,694
544,498

Bank overdrafts
-
(518)

156,694
543,980


The notes on pages 25 to 61 form part of these financial statements.

Page 23

 
MFT CAPITAL LTD
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2023






At 1 April 2022
Cash flows
Acquisition and disposal of subsidiaries
New finance leases
At 31 March 2023
£

£

£

£

£

Cash at bank and in hand

544,498

(286,458)

(101,346)

-

156,694

Bank overdrafts

(518)

518

-

-

-

Debt due after 1 year

(734,973)

(2,977,433)

(40,837)

-

(3,753,243)

Debt due within 1 year

(310,199)

(1,359,551)

(10,000)

-

(1,679,750)

Finance leases

(76,486)

56,801

59,909

(52,634)

(12,410)


(577,678)
(4,566,123)
(92,274)
(52,634)
(5,288,709)

The notes on pages 25 to 61 form part of these financial statements.

Page 24

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

1.


General information

MFT Capital Ltd is a private company, limited by shares, incorporated in England and Wales with the registration number 11618864. The address of the registered office is Anglia House 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR.
The financial statements are rounded to the nearest £.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

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

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

The directors have, at the time of approving the financial statements, a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus they adopt a going concern basis of accounting in preparing the financial statements. The directors have considered a period of 12 months from the balance sheet date.

Page 25

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

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

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

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

Page 26

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.5

Revenue

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

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

All bookings and sales are run through the web based till and booking management ROLLER system.
Revenue from customers is the total amount receivable by the Group for goods and services supplied, excluding VAT and discounts, and excludes amounts collected on behalf of third parties. The Group’s performance obligations in respect of individual revenue streams are outlined below.
 
Revenue arising from Flip Out attendance or mini golf is recognised when the customer actually plays, with deposits paid in advance being held on the balance sheet until that time and then recognised as income. 
 
Revenue for food and drink is recognised when the product has been transferred to the buyer at the point of sale, which is generally when payment is received. 
 
Revenue for amusements is recognised when the customer plays the amusement machine. 
 
Revenue from customers is disaggregated by major product and service lines, being activities, food and drink, amusements, mini golf, installation of other machines and other.
For the franchisor business new franchise fees are recognised when the new franchisee commences operation of the business and ongoing royalty fees are recognised at the tax point on a weekly basis. 
Regarding lease incentives – capital contributions received from landlords are released to the Profit and Loss over the term of the lease in accordance with FRS 102. 
 
Page 27

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)


2.5
Revenue (continued)


Any recharges of costs outside of the group are recognised to match with their cost of sales as invoiced.
 
Given the nature of the Group’s revenue streams, recognition of revenue is not considered to be a significant area of judgement. 

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Government grants

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

During the year the Group received grants of £Nil (2022 - £287) in relation to the Coronavirus Job Retention Scheme, £Nil (2022 - £47,522) in relation to Business Rates Support, £Nil (2022 - £12,722) of Kickstart Grants and £Nil (2022 - £4,066) of other grants. These grants are recognised in the Income Statement, within Other Operating Income, in the same period as the related expenditure. There are no unfulfilled conditions in relation to these grants.

 
2.8

Interest income

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

 
2.9

Finance costs

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

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 28

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.11

Pensions

Defined contribution pension plan

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

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

 
2.12

Current and deferred taxation

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

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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

 
2.13

Exceptional items

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

Page 29

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.14

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Profit and Loss Account over its useful economic life of 10 years which the directors consider to be a reasonable estimate of the period over which it will provide economic benefits to the Group.

Other intangible assets

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

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

 The estimated useful lives range as follows:

Goodwill
-
10
years
Trademarks
-
10
years

The board have estimated the useful economic lives to the best of their ability, with guidance from FRS 102 paragraph 18.20, and have concluded the goodwill and trademarks will generate economic benefits for the Group over a period of 10 years.

 
2.15

Tangible fixed assets

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Long-term leasehold property
-
over the term of the lease
Plant and machinery
-
15% - 25% reducing balance
Motor vehicles
-
15% - 25% reducing balance
Fixtures and fittings
-
15% - 25% reducing balance
Computer equipment
-
15% - 25% reducing balance, 25% straight-line
Assets in course of construction
-
not depreciated

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

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

Page 30

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

  
2.16

Dilapidations

The Group has recognised a provision for dilapidations due to the requirement to return its operating sites back to their original condition at the end of the rental lease.
The directors consider the estimated costs related to returning to site to its original condition to be capital in nature and thus have been capitalised and included within tangible fixed assets. 
The book value of the capitalised asset is reduced equally over the term of the lease in the form of an impairment charge. The impairment charge is recognised immediately in profit and loss.

 
2.17

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.18

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.19

Stocks

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

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

 
2.20

Debtors

Short-term debtors are measured at transaction price, less any impairment, except for other debtors that are to be settled by way of equity shares, which are instead measured at fair value.
Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.21

Cash and cash equivalents

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

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 31

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.22

Creditors

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

 
2.23

Provisions for liabilities

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

 
2.24

Financial instruments

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

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

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

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Page 32

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)


2.24
Financial instruments (continued)

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

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

Derecognition of financial instruments

Derecognition of financial assets

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

Derecognition of financial liabilities

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

 
2.25

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 33

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for income and expenditure during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. No judgments (apart from those involving estimates) have been made when preparing the financial statements.
The key assumptions concerning the future and other key sources of estimating uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year include: 
Useful economic life of property, plant and equipment 
The annual depreciation charge for property, plant and equipment is sensitive to change in the estimated useful economic lives and residual values of the assets. The economic lives and residual values are reassessed annually and, where necessary, amended to reflect current conditions. The total depreciation charge on the Group’s property, plant and equipment amounted to £860,445 during the year.
Impairment of debtors
The Group and Company makes an estimate of the recoverable value of trade, intragroup and other debtors. When assessing the impairment of trade and other debtors the directors consider factors including age, independent credit rating and historical experience. The total impairment charge on the Group’s debtors amounted to £558,915 for the year.
Impairment of property, plant and equipment 
The value of property, plant and equipment of £10,586,453 (2022: £6,354,555) is sensitive to changes from both internal and external factors. The Group assesses the recoverability and future economic value of its property, plant and equipment annually and contracts a surveyor where they believe the carrying value to be materially dissimilar from its fair value. When assessing the recoverability and future economic value of property, plant and equipment, the directors consider factors including age, location and desirability. The total impairment charge on the Group’s property, plant and equipment amounted to £75,900 for the year.
Provision for dilapidations
The Group has contracted a surveyor to assess the Group's main Flip Out site for dilapidations. The surveyor established an estimated cost value that would be required in order to bring the site back to the condition before any installation of plant and equipment. The dilapidation cost per square foot for the assessed site has been applied to the square footage of the respective Company's sites in order to establish the Group's dilapidation provision of £999,351 (2022: £1,394,686). The total dilapidation charge for the Group amounted to £106,533 during the year.

Page 34

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Sale of food, beverages and merchandise
2,574,207
1,626,078

Sale of entry tickets, events and games
11,413,700
8,679,276

Recharges
103,321
264,024

Franchise fees and royalties
1,238,560
2,066,706

Rent receivable
534,149
1,053,696

Other income
171,999
2,084,965

16,035,936
15,774,745


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
15,988,976
15,774,745

Rest of the world
46,960
-

16,035,936
15,774,745



5.


Other operating income

2023
2022
£
£

Other operating income
228,816
665,527

Net rents receivable
1,250
-

Royalty receivable
3,136
5,131

Government grants receivable
-
44,759

Insurance claims receivable
-
23,325

Sundry income
-
10,779

Commissions receivable
750
8,743

233,952
758,264


Page 35

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

6.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Exchange differences
(511)
(30,875)

Other operating lease rentals
2,312,357
1,797,954

Depreciation of tangible fixed assets
860,445
725,684

Loss on sale of tangible fixed assets
81,636
11,285

Amortisation of intangible assets
514,352
311,765

Loss/(Profit) on sale of intangible assets
45
(750,000)

Impairment of goodwill
30
116,393

Defined contribution pension cost
57,120
23,521


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors and their associates:


2023
2022
£
£

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
130,000
170,000

Page 36

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
5,358,534
2,666,277
-
-

Social security costs
299,307
56,506
-
-

Cost of defined contribution scheme
57,120
23,521
-
-

5,714,961
2,746,304
-
-


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


        2023
        2022
            No.
            No.







Management
10
9



Admin
35
28



Operational
640
405

685
442

The aggregate compensation of key management personnel during the year amounted to £148,926 (2022 - £100,975).







9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
-
16,321



10.


Interest receivable

2023
2022
£
£


Other interest receivable
-
3

Page 37

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

11.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
85,569
125,351

Other loan interest payable
84,088
210,104

Finance leases and hire purchase contracts
4,192
32

Other interest payable
9,075
199

182,924
335,686


12.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
8,858

Adjustments in respect of previous periods
-
(5,150)


-
3,708


Total current tax
-
3,708


Taxation on profit on ordinary activities
-
3,708
Page 38

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 19% (2022 - 19%). The differences are explained below:

2023
2022
£
£


(Loss)/profit on ordinary activities before tax
(4,397,743)
22,652,312


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
(835,571)
4,303,939

Effects of:


Non-tax deductible amortisation of goodwill and impairment
30,130
46,607

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
169,815
727,502

Capital allowances for year in excess of depreciation
(8,913)
19,701

Increase or decrease in pension fund provision leading to an increase (decrease) in tax
(40)
760

Non-taxable income
(47,202)
(282,990)

Changes in provisions leading to an increase (decrease) in the tax charge
-
(2,270)

Movement in unrecognised tax losses
307,506
(140,876)

Non-taxable profit from discontinued operations
(75,274)
532,809

Fair value movement
526,214
(408,770)

(Profit)/loss on disposal of investments
(66,665)
(4,792,704)

Total tax charge for the year
-
3,708


Factors that may affect future tax charges

Changes to the UK corporation tax rates were made as part of the 2021 Budget. These were substantially enacted on 24 May 2021. This included an increase in the main rate from 19% to 25% from 1 April 2023. The Group is taxed at a rate of 25% unless its profits are sufficiently low enough to qualify for a lower rate of tax, the lowest being 19%. 
Deferred tax
Deferred tax assets have been recognised in respect of all tax losses and other temporary differences giving rise to deferred tax assets where the directors believe it is probable that these assets will be recovered. 
The Group has tax losses of approximately £3,214k as at 31 March 2023 which, subject to agreement with taxation authorities, are available to carry forward against future profits. The tax value of such losses amounted to approximately £803k. A deferred tax asset has been recognised in respect of £1,131k of these losses to offset the deferred tax liability in respect of fixed asset temporary differences. A deferred tax asset has therefore not been recognised in respect of the remaining tax losses of £2,083k.

Page 39

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

13.


Dividends

2023
2022
£
£


Dividends paid
3,085,000
-


14.


Non-recurring other operating charges

2023
2022
£
£


Pre-trading expenditure
-
768,962

Intercompany loans written off
558,915
3,997,892

558,915
4,766,854

Page 40

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

15.


Intangible assets

Group





Trademarks
Goodwill
Negative goodwill
Total

£
£
£
£



Cost


At 1 April 2022
2,368,628
2,484,017
(51,964)
4,800,681


Additions
28,367
63,721
(77,939)
14,149


Disposals
-
(178,835)
-
(178,835)



At 31 March 2023

2,396,995
2,368,903
(129,903)
4,635,995



Amortisation


At 1 April 2022
234,822
253,859
(51,964)
436,717


Charge for the year on owned assets
277,912
236,440
-
514,352


On disposals
-
(178,790)
-
(178,790)


Impairment charge
-
30
(77,939)
(77,909)



At 31 March 2023

512,734
311,539
(129,903)
694,370



Net book value



At 31 March 2023
1,884,261
2,057,364
-
3,941,625



At 31 March 2022
2,133,806
2,230,158
-
4,363,964


The amortisation charge of £514,352 (2022: £311,765) is included within administrative expenses. 
The individual intangible assets which are material to the financial statements are held in F.O Global IP Ltd and F.O IP Ltd. 
Regarding F.O Global IP Ltd, the Trademarks consist of numerous Trademarks registered in several countries worldwide that relate to Flip Out and the wider Flip Out brand and include logos, fonts, words and characters. It also includes the intellectual property and Goodwill associated with the Flip Out brand worldwide and the right to issue Master Franchise Agreements to all worldwide territories, excluding the UK, Australia and New Zealand, and to receive income associated with those Master Franchise Agreements.
Regarding F.O IP Ltd, the Trademarks allow the company to use numerous Trademarks within the UK Territory, that are registered in several countries worldwide that relate to Flip Out and the wider Flip Out brand and include logos, fonts, words and characters. It also includes the intellectual property and Goodwill associated with the Flip Out brand in so far as it relates to operations within the UK and the right to issue Master Franchise Agreements to all territories in the UK and to receive income associated with those Master Franchise Agreements.


Page 41

 


 
MFT CAPITAL LTD


 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023


16.


Tangible fixed assets


Group







Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Computer equipment
Assets in course of construction
Total

£
£
£
£
£
£
£



Cost or valuation


At 1 April 2022
2,272,095
1,580,279
40,338
2,325,644
54,942
815,363
7,088,661


Additions
331,132
523,955
-
526,107
63,039
5,843,537
7,287,770


Acquisition of subsidiary
273,631
22,077
-
51,307
4,839
-
351,854


Disposals
(149,956)
(24,447)
-
(582,571)
(1,343)
-
(758,317)


Disposal of subsidiary
(530,931)
(779,795)
-
(964,052)
(1,963)
-
(2,276,741)


Transfers between classes
-
(9,495)
-
820,209
4,649
(815,363)
-



At 31 March 2023

2,195,971
1,312,574
40,338
2,176,644
124,163
5,843,537
11,693,227



Depreciation


At 1 April 2022
215,431
231,698
26,370
250,440
10,167
-
734,106


Charge for the year on owned assets
277,487
153,442
3,366
369,884
19,126
-
823,305


Charge for the year on financed assets
-
22,702
-
14,438
-
-
37,140


Disposals
(23,271)
(2,806)
-
(142,091)
(316)
-
(168,484)


Disposal of subsidiary
(75,498)
(150,679)
-
(168,611)
(405)
-
(395,193)


Transfers between classes
-
(1,424)
-
1,107
317
-
-


Impairment charge
36,757
13,189
-
25,217
737
-
75,900



At 31 March 2023

430,906
266,122
29,736
350,384
29,626
-
1,106,774
Page 42

 


 
MFT CAPITAL LTD


 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

           16.Tangible fixed assets (continued)




Net book value



At 31 March 2023
1,765,065
1,046,452
10,602
1,826,260
94,537
5,843,537
10,586,453



At 31 March 2022
2,056,664
1,348,581
13,968
2,075,204
44,775
815,363
6,354,555




The net book value of land and buildings may be further analysed as follows:


2023
2022
£
£

Long leasehold
1,765,065
2,056,667


Page 43

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

           16.Tangible fixed assets (continued)

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2023
2022
£
£



Plant and machinery
13,708
492,771

Furniture, fittings and equipment
90,562
-

104,270
492,771


17.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2022
63,122


Additions
300



At 31 March 2023
63,422






Net book value



At 31 March 2023
63,422



At 31 March 2022
63,122

Page 44

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

F.O IP Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Global IP Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Ventures Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Global Franchise Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
Putt IP Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
PPN Ventures Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
Putt IP Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
WDPC Trading Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%

Page 45

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

F.O Admin Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Franchise Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
Flip Out Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Three Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Six Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Ten Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Fifteen Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Sixteen Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Seventeen Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Eighteen Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
Page 46

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
Indirect subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

F.O Twenty Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Twenty One Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Twenty Two Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Twenty Three Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Twenty Four Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Twenty Five Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Twenty Six Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Twenty Seven Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Twenty Eight Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
F.O Twenty Nine Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
Page 47

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
Indirect subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

F.O Thirty Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
AGB Capital Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
J O A Leisure Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
S L Trampolines Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
PPN Franchise Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
PPN Admin Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
PPN One Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
PPN Two Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
PPN Three Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
PPN Four Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
Page 48

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
Indirect subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

PPN Five Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%
Putt Noodle East Ltd
Anglia House, 6 Central Avenue, St Andrews Business Park, Thorpe St Andrew, Norwich, Norfolk, NR7 0HR
Ordinary
100%

The following subsidiaries were disposed of from the Group during the year: 
 
     
 Profit/(loss) for 
      the year attributable
      to the Group
       £
F.O Five Ltd         (231,125)    
Seven F.O Ltd    (2,094)  
F.O Nine Ltd     (148,833)  
F.O Fourteen Ltd    11,534    


18.


Stocks

Group
Group
2023
2022
£
£

Raw materials and consumables
133,201
194,648


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 49

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

19.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due after more than one year

Other debtors
-
7,448,598
-
7,448,598


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due within one year

Trade debtors
695,063
442,658
-
7,975

Amounts owed by group undertakings
-
-
1,152,233
4,520,817

Other debtors
6,678,888
4,313,206
5,184,723
3,567,096

Called up share capital not paid
-
100
-
-

Prepayments and accrued income
1,094,114
1,865,309
513,036
445,790

8,468,065
6,621,273
6,849,992
8,541,678


In the current year, included in other debtors within one year is £4,605,451 which represent other debtors measured at fair value. The fair value movement in the year is £2,769,549 (2022 - £125,000) of which £317,296 is in relation to a change in accounting estimate (see note 29 for further details). The basis of the fair value is derived from an external historical share price valuation as at 31 March 2023. 
In the prior year, included in other debtors due after more than one year is £7,375,000 which represent other debtors measured at fair value. The basis of the fair value is derived from an external historical share price valuation as at 31 March 2022.

Page 50

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

20.


Creditors: Amounts falling due within one year

Group

Group
As restated
Company

Company
As restated
2023
2022
2023
2022
£
£
£
£

Bank overdrafts
-
518
-
-

Bank loans
136,124
155,571
-
-

Other loans
1,543,626
154,628
-
-

Trade creditors
2,875,052
2,177,112
377,244
12,058

Amounts owed to group undertakings
-
-
1,102,440
1,545,331

Corporation tax
13,936
8,857
-
-

Other taxation and social security
1,251,787
169,440
-
-

Obligations under finance lease and hire purchase contracts
12,410
76,486
-
-

Other creditors
1,968,094
2,988,418
681,645
1,471,426

Accruals and deferred income
1,984,727
2,327,195
435,600
215,785

9,785,756
8,058,225
2,596,929
3,244,600


The prior year reclassification relates to the correction of accruals and deferred income of £1,741,757 which should have been recognised as creditors: amounts falling due after more than one year.


The following liabilities were secured:
Group
Group
2023
2022
£
£

Bank overdrafts
-
518

Bank loans
98,000
65,111

Other loans
1,371,394
154,628

Finance leases
12,410
76,486

Other creditors
-
9,045

1,481,804
305,788

Details of security provided:

Bank overdrafts are secured by way of fixed and floating charges over the Group's assets. Bank loans are  secured by way of fixed and floating charges over the Group's property. Other loans are secured by way of fixed and floating charges over the Group's property. Finance leases are secured on the asset financed. Other creditors are secured over the assets financed. 

Page 51

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

21.


Creditors: Amounts falling due after more than one year

Group

Group
As restated
Company

Company
As restated
2023
2022
2023
2022
£
£
£
£

Bank loans
301,372
401,713
-
-

Other loans
3,451,871
333,260
-
-

Other creditors
482,280
-
437,117
-

Accruals and deferred income
2,150,256
1,741,757
-
-

6,385,779
2,476,730
437,117
-


The prior year reclassification relates to the correction of accruals and deferred income of £1,741,757 which was previously recognised in creditors: amounts falling due within one year.


The following liabilities were secured:
Group
Group
2023
2022
£
£


Bank loans
248,833
170,834

Other loans
3,451,871
333,260

3,700,704
504,094

Details of security provided:

Bank loans are  secured by way of fixed and floating charges over the Group's property. Other loans are secured by way of fixed and floating charges over the Group's property. 



Page 52

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

22.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2023
2022
£
£

Amounts falling due within one year

Bank loans
136,124
155,571

Other loans
1,543,626
154,628


1,679,750
310,199

Amounts falling due 1-2 years

Bank loans
140,833
180,833

Other loans
1,217,484
173,178


1,358,317
354,011

Amounts falling due 2-5 years

Bank loans
160,539
220,879

Other loans
2,234,387
160,082


2,394,926
380,961

5,432,993
1,045,171


Page 53

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

23.


Financial instruments

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Financial assets

Financial assets held at amortised cost
2,925,194
5,374,060
1,698,382
8,139,037

Financial assets measured at fair value through profit or loss
4,605,451
7,375,000
4,605,451
7,375,000

7,530,645
12,749,060
6,303,833
15,514,037


Financial liabilities

Financial liabilities held at amortised cost
12,166,153
8,385,107
3,034,046
3,244,600


Financial assets held at amortised cost include trade debtors, other debtors, amounts owed by fellow group entities and cash. Due to the short term nature, the carrying value approximates their fair value.


Financial assets measured at fair value through profit or loss comprise of an equity investment.


Financial liabilities held at amortised cost include trade creditors, other creditors, accruals and amounts owed to fellow group entities. Due to the short term nature, the carrying value approximates their fair value.


24.


Provisions


Group



Dilapidations

£





At 1 April 2022
1,394,686


Arising on business combinations
150,000


On disposal of assets
(108,197)


On disposal of subsidiaries
(437,138)



At 31 March 2023
999,351

Provisions for dilapidations relate to the expected future costs for returning the operational activity park sites to their original condition at the end of each rental lease.
The costs are not expected to be incurred prior to the end of each lease agreement unless the lease is prematurely terminated by either party.
All leases end within 15 years from the balance sheet date.

Page 54

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

25.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



101,320 (2022 - 101,320) Ordinary shares of £0.001 each
101
101

Share capital consists of 101,320 Ordinary £0.001 shares. Each Ordinary share confers up the holder equal rights to dividends, return of capital and voting rights in the Company.



26.


Reserves

Share premium account

Share premium account represents amounts paid for equity in excess of its nominal value. 

Profit and loss account

Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

Page 55

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

27.
 

Business combinations

On 4 August 2022 MFT Capital Ltd purchased the entire ordinary share capital of Putt Noodle East Ltd. The acquisition method of accounting has been used for this business combination. 

Acquisition of Putt Noodle East Ltd

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
217,121
123,904
341,025

217,121
123,904
341,025

Current Assets

Stocks
4,871
-
4,871

Debtors
28,970
-
28,970

Cash at bank and in hand
24,712
-
24,712

Total Assets
275,674
123,904
399,578

Creditors

Due within one year
(30,412)
(7,212)
(37,624)

Provisions for liabilities
-
(150,000)
(150,000)

Total Identifiable net assets
245,262
(33,308)
211,954


Goodwill
(77,939)

Total purchase consideration
134,015

Consideration

£


Cash
100,000

Working capital
28,140

Directly attributable costs
5,875

Total purchase consideration
134,015

Page 56

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

27.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
100,000

Directly attributable costs
5,875

105,875

Less: Cash and cash equivalents acquired
(24,712)

Net cash outflow on acquisition
81,163


28.


Prior year adjustment


ole78cc.png
Reclassification of creditors falling due within one year
This relates to the correction of accruals and deferred income of £1,741,757 which were previously incorrectly disclosed within creditors: amounts falling due within one year but which should have should have been recognised as creditors: amounts falling due after more than one year.


29.


Change in accounting estimate

As part of the disposal of the BOOM subsidiaries in the year ended 31 March 2022 the Group was entitled to contingent equity consideration of up to 25m shares in the seller, with the exact quantity of shares receivable dependent on various earn out requirements being met. As at 31 March 2022 it was estimated that all earn out requirements would be met, entitling the Group to the full 25m shares and so an other debtor of £7,375,000 was recognised based on the fair value of these shares as at the date of the Statement of Financial Position (see Note 19 for further detail).
 
Following the receipt of new information from the seller during the year ended 31 March 2023, it has been confirmed that the Group has only met the aforementioned earn our requirements to entitle it to 23.9m shares in the seller. As a result of this change in estimate there has been a £317,296 reduction in the debtor recognised as at 31 March 2023, which has been recognised within fair value movements in the Statement of Comprehensive Income. 

Page 57

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

30.


Guarantees and other commitments

For the financial year ended 31 March 2023, the below subsidiaries are exempt from the requirements stipulating that they be audited since they fulfil all the conditions for exemption under section 479A of the Companies Act 2006. 
F.O IP Ltd
F.O Global IP Ltd
F.O Ventures Ltd
Flip Out Ltd
F.O Six Ltd
F.O Ten Ltd
F.O Sixteen Ltd
F.O Eighteen Ltd
F.O Twenty Ltd
F.O Twenty One Ltd
F.O Twenty Two Ltd
F.O Twenty Three Ltd
F.O Twenty Four Ltd
F.O Franchise Ltd
AGB Capital Ltd
S L Trampolines Ltd
Putt IP Ltd
PPN Ventures Ltd 
PPN Franchise Ltd
PPN Two Ltd
PPN Three Ltd
Putt Noodle East Ltd
WDPC Trading Ltd
The outstanding liabilities at the balance sheet date of the above subsidiary undertakings have been guaranteed by MFT Capital Ltd pursuant to s479A to s479C of the Companies Act 2006. The aggregate liabilities of these subsidiaries at 31 March 2023 was £20,337,858.


31.


Capital commitments




At 31 March 2023 the Group and Company had capital commitments as follows:


Group
Group
2023
2022
£
£

Contracted for but not provided in these financial statements
970,343
331,774


32.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £57,120 (2022 - £23,521). Contributions totalling £13,499 (2022 - £14,509) were payable to the fund at the balance sheet date and are included in creditors.

Page 58

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

33.


Commitments under operating leases

At 31 March 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
2,445,749
2,186,202

Later than 1 year and not later than 5 years
10,508,507
9,114,593

Later than 5 years
9,099,903
8,550,799

22,054,159
19,851,594
Page 59

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

34.


Related party transactions

The Group has opted not to disclose transactions between wholly owned subsidiary group members in accordance with FRS 102, paragraph 33.1A. 
At 1 April 2022 the directors owed monies to the Group totalling £2,936,838. During the year the directors withdrew monies totalling £267,995 and made repayments of £2,995,854. No interest was charged leaving a balance of £208,979 owed to the Group at the year end and is included in other debtors. The balance was repaid after the year end by way of dividend.
At 1 April 2022 non-director shareholders owed monies to the Group totalling £120,000. During the year the non-director shareholders withdrew monies totalling £20,000 and made repayments of £125,251. No interest was charged leaving a balance of £14,749 owed to the Group at the year end and is included in other debtors. The balance was repaid after the year end by way of dividend.
At 1 April 2022 F.O Thirteen Ltd owed monies to the Group totalling £2,549. During the year amounts totalling £45,296 were advanced to F.O Thirteen Ltd and £17,671 was repaid to the Group. No interest was charged on the loan leaving a balance of £30,174 owed to the Group at the year end of which £30,996 is included in other debtors and (£822) in other creditors. The loan is unsecured and repayable on demand.
On 1 April 2022 Seven F.O Ltd left the Group, at which date the Group owed £65,625 to Seven F.O Ltd. During the remainder of the year, amounts totalling £468,871 were paid by Seven F.O Ltd on the Group’s behalf and £343,028 was repaid by the Group. No interest was charged on the loan leaving a balance of £191,468 owed by the Group at the year end of which £194,502 is included in other creditors and (£3,034) in other debtors. The loan is unsecured and repayable on demand.
On 1 April 2022 F.O Fourteen Ltd left the Group, at which date the Group was owed £272,097 by F.O Fourteen Ltd. During the remainder of the year, amounts totalling £439,907 were paid by F.O Fourteen Ltd on the Group’s behalf and £167,810 was repaid by the Group. No interest was charged on the loan leaving a balance of £Nil at the year end.
On 31 October 2022 Five Ltd left the Group, at which date the Group owed £102,730 to F.O Five Ltd. During the remainder of the year, amounts totalling £270,496 were paid by F.O Five Ltd on the Group’s behalf and £197,802 was repaid by the Group. No interest was charged on the loan leaving a balance of £175,424 owed by the Group at the year end of which £219,331 is included in other creditors and (£43,907) in other debtors. The loan is unsecured and repayable on demand.
On 31 October 2022 F.O Nine Ltd left the Group, at which date the Group was owed £674,553 by F.O Nine Ltd. During the remainder of the year, amounts totalling £457,842 were paid by F.O Nine Ltd on the Group’s behalf and £237,551 was repaid by the Group. No interest was charged on the loan leaving a balance of £454,262 owed to the Group at the year end of which £645,259 is included in other debtors and (£190,997) in other creditors. The loan is unsecured and repayable on demand.

Page 60

 
MFT CAPITAL LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

35.


Post balance sheet events

The following loss making subsidiaries were disposed of post year end and subsequently left the MFT Capital Ltd Group:
- F.O Admin Ltd on 6 October 2023
- F.O Three Ltd on 6 October 2023
- F.O Fifteen Ltd on 6 October 2023
- F.O Seventeen Ltd on 6 October 2023
- J O A Leisure Limited on 1 November 2023
Despite the best efforts of the board and management of MFT Capital Ltd Group, all five of these companies were making a loss and negatively contributing to group level EBITDA. The revenue and profit after tax for the disposed subsidiaries for the year ended 31 March 2023 are as follows: 
    Revenue  Profit after tax
                   £             £
F.O Admin Ltd   2,236,192        (1,003,661)
F.O Three Ltd      797,041               80,504
F.O Fifteen Ltd      814,420           (173,256)
F.O Seventeen Ltd      922,664           (321,740)
J O A Leisure Limited  2,895,495            257,247
The effect on the Group of the disposal of the above five companies post year-end, is a loss of revenue of £2.7k and an increase in projected net profit, as the five companies were contributing a net loss, of £903k prior to their removal from the Group.
The movement out of the Group resulted in an increase in net assets of £1.796m at the relevant disposal dates and a subsequent profit on disposal of £838k.


36.


Controlling party

As at 31 March 2023, no one party owns greater than 50% of the issued share capital. Therefore, the Company does not have an ultimate controlling party. 


Page 61