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Company Registration Number: 10994525
 
 
Marval Investments Limited
 
Financial Statements
 
for the financial year ended 31 December 2023
Marval Investments Limited
DIRECTORS AND OTHER INFORMATION

 
Directors Marc Greenspan
Justin Holbrook
Antoine Jansen (Resigned 14 February 2023)
 
 
Company Secretary
 
 
Company Registration Number 10994525
 
 
Registered Office and Business Address Aurora House Deltic Avenue
Rooksley
Milton Keynes
Buckinghamshire
MK138LW
United Kingdom
 
 
Independent Auditors Quarter
Chartered Accountants and Statutory Auditors
St.Annes House
Cathedral Quarter
15 Church Street
Belfast
Antrim
BT1 1PG



INDEPENDENT AUDITOR'S REPORT
to the Shareholders of Marval Investments Limited

 
Report on the audit of the financial statements
 
Opinion
We have audited the financial statements of Marval Investments Limited ('the company') for the financial year ended 31 December 2023 which comprise the Balance Sheet and the related notes to the financial statements, including significant accounting policies set out in note . The financial reporting framework that has been applied in their preparation is applicable Law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” Section 1A (Small Entities).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the financial year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.
 
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
 
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
 
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from the date when the financial statements are authorised for issue.
 
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
 
Other Information
The other information comprises the information included in the annual report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
 
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the Directors' Report.
 
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit; or
- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the Directors' Report.
 
Responsibilities of directors for the financial statements
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 they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
 
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or has no realistic alternative but to do so.
 
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
 
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
 
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance
with laws and regulations related to compliance with Employment laws, Health and Safety Regulation 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 UK tax legislation and the Companies Act 2006. 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 manipulate financial performance and
management bias through judgements and assumptions in significant accounting estimates, in particular in relation
to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider
potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the
financial statements
 
A further description of our responsibilities for the audit of the financial statements is contained in the appendix to this report, located at page , which is to be read as an integral part of our report.
 
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
 
 
 
__________________________________
Damian McNicholl (Senior Statutory Auditor)
for and on behalf of
QUARTER
Chartered Accountants and Statutory Auditors
St.Annes House
Cathedral Quarter
15 Church Street
Belfast
Antrim
BT1 1PG
 
7 October 2024



Marval Investments Limited
APPENDIX TO THE INDEPENDENT AUDITOR'S REPORT

Further information regarding the scope of our responsibilities as auditor
 
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
 
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
 
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.
 
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
 
- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditor's Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditor's Report. However, future events or conditions may cause the company to cease to continue as a going concern.
 
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
 
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.



Marval Investments Limited
Company Registration Number: 10994525
BALANCE SHEET
as at 31 December 2023

2023 2022
Notes £ £
 
Fixed Assets
Investments 6 10,378,894 10,378,894
───────── ─────────
 
Current Assets
Debtors 7 225,965 282,281
Creditors: amounts falling due within one year 8 (7,891,647) (7,725,042)
───────── ─────────
Net Current Liabilities (7,665,682) (7,442,761)
───────── ─────────
Total Assets less Current Liabilities 2,713,212 2,936,133
 
Creditors:
amounts falling due after more than one year 9 (5,774,192) (5,932,316)
───────── ─────────
Net Liabilities (3,060,980) (2,996,183)
═════════ ═════════
 
Capital and Reserves
Called up share capital 100 100
Retained earnings (3,061,080) (2,996,283)
───────── ─────────
Equity attributable to owners of the company (3,060,980) (2,996,183)
═════════ ═════════
 
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with the provisions of FRS 102 Section 1A (Small Entities).
           
The company has taken advantage of the exemption under section 444 not to file the Profit and Loss Account and Directors' Report.
           
Approved by the Board and authorised for issue on 7 October 2024 and signed on its behalf by
           
           
________________________________          
Marc Greenspan          
Director          
           



Marval Investments Limited
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2023

   
1. General Information
 
Marval Investments Limited is a company limited by shares incorporated and registered in the United Kingdom. The registered number of the company is 10994525. The registered office of the company is Aurora House Deltic Avenue, Rooksley, Milton Keynes, Buckinghamshire, MK138LW, United Kingdom which is also the principal place of business of the company. The nature of the company's operations and its principal activities are set out in the Directors' Report. The financial statements have been presented in Pound (£) which is also the functional currency of the company.
         
2. Summary of Significant Accounting Policies
 
The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the company's financial statements.
 
Statement of compliance
The financial statements of the company for the financial year ended 31 December 2023 have been prepared in accordance with the provisions of FRS 102 Section 1A (Small Entities) and the Companies Act 2006.
 
Basis of preparation
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102 'Small Entities' and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 1A requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3). The accounts have been prepared in sterling (?). The company has claimed the exemption under s399 of the Companies Act 2006 not to produce consolidated accounts as it is part of a small group.
 
Dividend Income
Dividend income from investments is recognised when the shareholders' rights to receive payment have been established, provided that it is probable that the economic benefits will flow to the company and the amount of income can be measured reliably.
 
Investments
Investments in subsidiaries are measured at cost less accumulated impairment.
 
Trade and other debtors
Short term debtors are measured at transaction price, less any impairment. Loans receivable are
measured initially at fair value, inclusive of transaction costs, and are measured subsequently at
amortised cost using the effective interest method, less any impairment.
 
Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
 
Trade and other creditors
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
 
Employee benefits
The company does not operate a defined pension scheme.
 
Taxation and deferred taxation
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 reporting date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of financial position 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; and Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. 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 reporting date.
 
Foreign currencies
The company's functional currency is USD. This differs from the presentational currency which is GBP. The reason for the difference is that the companies in which Marval Investments Limited holds investments in, are UK based companies who all trade in sterling.

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 Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
 
Financial Instruments
The company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
 
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
 
Debt instruments at amortised cost
Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount,
adjusted for any loss allowance.
 
Impairment of financial assets
The company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised or at FVOCI. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
The company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
 
Financial liabilities

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.
 
Ordinary share capital
The ordinary share capital of the company is presented as equity.
   
3. Going concern
 
In preparing the financial statements the directors consider it appropriate to continue to use the going concern assumption, which assumes the company will have sufficient resources to enable it to meet its liabilities as they fall due, including adequate financial support. During the year ended 31 December 2023 the company incurred a net loss of £64,797 (2022: loss £1,010,081) and at that date, the company had net deficit of £3,060,980 (2022: deficit £2,996,183). The directors have received confirmation from the company’s former parent company, Global Growth Holdings Inc., that they will provide the necessary financial resources to meet the company’s obligations as and when they fall due to the extent that financial resources are not otherwise available, for a minimum period of twelve months form the date of signing of the financial statements. Based on the above, the directors are of the opinion that it is appropriate to prepare the financial statements on the going concern basis and the financial statements do not contain any adjustment should this parental support not be forthcoming.
   
4. Critical Accounting Judgements and Estimates
 
The directors consider the accounting estimates and assumptions below to be its critical accounting judgements and estimates:

Investments
The company reviews its investment in subsidiaries for any indicators of impairment in value. Determining
whether the carrying value of financial assets has been impaired requires an estimation of the value in use of
the investment in subsidiaries. This also takes into account other impairment indicators such as projected
future operating results and significant negative industry or economic trends
       
5. Employees
 
The company has no employees other than the directors, who did not receive any remuneration (2022: £Nil).
       
6. Investments
  Other Total
  investments  
     
Investments £ £
Cost
 
At 31 December 2023 12,608,153 12,608,153
  ───────── ─────────
Provision for
diminution in value:
 
At 31 December 2023 2,229,259 2,229,259
  ───────── ─────────
Net book value
At 31 December 2023 10,378,894 10,378,894
  ═════════ ═════════
At 31 December 2022 10,378,894 10,378,894
  ═════════ ═════════
       
7. Debtors 2023 2022
  £ £
 
Amounts owed by connected parties (Note 12) 100 100
Prepayments and accrued income 225,865 282,181
  ───────── ─────────
  225,965 282,281
  ═════════ ═════════
       
8. Creditors 2023 2022
Amounts falling due within one year £ £
 
Amounts owed to group undertakings 5,298,045 5,267,758
Amounts owed to related parties (Note 12) 2,320,950 2,342,565
Accruals 272,652 114,719
  ───────── ─────────
  7,891,647 7,725,042
  ═════════ ═════════
 
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

Loan notes due to related parties bears interest at a base rate of 5% per annum. The principal amount of the
loan is repayable on 31 December 2029.
       
9. Creditors 2023 2022
Amounts falling due after more than one year £ £
 
Amounts owed to related parties (Note 12) 5,774,192 5,932,316
  ═════════ ═════════
 
       
10. Capital commitments
 
The company had no material capital commitments at the financial year-ended 31 December 2023.
   
11. Contingent liabilities
 
The company has been named as one of over nine hundred defendants in a Chapter 15 bankruptcy adversary proceeding, filed on September 27, 2023, in the Southern District of New York, United States of America, against the previous ultimate owners of the company. The company has joined a group of defendants in filing a motion to dismiss. The motion to dismiss has been heard. and the company is awaiting a written ruling from the judge. Since the outcome of the filed motion remains unclear at the date of signing these accounts, the directors are not able to judge whether any liability is probable and determinable, hence no provision has been made in these accounts with regard to the claim.
           
12. Related party transactions
The company has availed of the exemption under FRS 102 Section 1A in relation to the disclosure of transactions with group undertakings.
 
  Balance Movement Balance Maximum
  2023 in year 2022 in year
  £ £ £ £
 
Triton Financial Limited 100 - 100 -
  ═════════ ═════════ ═════════ ═════════
 
Marval Investments Limited had several balances due to and from entities with which they were formerly in the same group. They were due £100 from Triton Financial Limited (no movement in year). They owed balances to Academy Financial Assets LLC (£69,120), Eli Research LLC (£466), Fleet Assist Interco Limited (£3,770), Intralan Investments Limited (£987) and  WW Staffing LLC (£15). These balances remained unchanged during the year. Balance due to Global Growth Holdings Inc increased during the year to £2,304,750 (£2,170,568 2022) due to the assistance in financing loan notes. Loan Notes totaling £5,969,685 (£6,127,810 2022) were due to Paradise Asset Management LLC, Academy Financial Assets LLC and Northstar Financial Services (Bermuda) Limited.
   
13. Post-Balance Sheet Events
 
There were no post balance sheet events.
       
14. Controlling Party
 

On the 4th of August 2021, the ownership of Marval Investments Limited was acquired by a UK Investment Holding Trust. H. Steve Wilson is the Trustee and the ultimate controlling party.