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REGISTERED NUMBER: NI626141 (Northern Ireland)















MMD COMMUNICATIONS (HOLDINGS) LIMITED

Group Strategic Report, Director's Report and

Audited Consolidated Financial Statements for the Year Ended 31 January 2024






MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)






Contents of the Consolidated Financial Statements
FOR THE YEAR ENDED 31 JANUARY 2024




Page

Company Information 1

Group Strategic Report 2

Director's Report 4

Independent Auditors' Report 7

Consolidated Income Statement 10

Consolidated Statement of Financial Position 11

Company Statement of Financial Position 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Statement of Cash Flows 15

Notes to the Consolidated Statement of Cash
Flows

16

Notes to the Consolidated Financial Statements 17


MMD COMMUNICATIONS (HOLDINGS) LIMITED

Company Information
FOR THE YEAR ENDED 31 JANUARY 2024







DIRECTOR: Maurice Devlin



REGISTERED OFFICE: 53 Main Street
Coalisland
Co. Tyrone
BT71 4NB



REGISTERED NUMBER: NI626141 (Northern Ireland)



INDEPENDENT AUDITORS: CavanaghKelly
Chartered Accountants and Statutory Auditors
36-38 Northland Row
Dungannon
Co. Tyrone
BT71 6AP



BANKERS: Bank of Ireland
11 Market Street
Magherafelt
Derry
BT45 6EE



SOLICITORS: A & L Goodbody
42-46 Fountain Street
Belfast
Co. Antrim
BT1 5EF

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Group Strategic Report
FOR THE YEAR ENDED 31 JANUARY 2024

The director presents his strategic report of the Company and the Group for the year ended 31 January 2024.

REVIEW OF THE COMPANY'S BUSINESS
The franchise agreements operated by the groups subsidiary MMD Communications Ltd where terminated by the franchisor on 31 March 2024 and the subsidiary company has ceased to trade at that date. The financial statements for the year ended 31 January 2024 have therefore been prepared on a basis other than going concern.

The Director considers that the key performance indicators are those that communicate the financial performance and strengths as a whole, being revenue, gross profit margin and operating profit as provided below.

Revenue for the year has decreased by 11.4% to £21,831,754 (2023: £24,647,724). The gross profit has decreased slightly from £7,923,578 to £7,891,332, with gross profit margin increasing from 32% to 36%. Operating profit has decreased from £1,624,683 in 2023 to a loss of £730,066. The director is satisfied with the results in the year.

PRINCIPAL RISKS AND UNCERTAINTIES
Management of the business and execution of the company's strategy were subject to a number of risks. The key business risks and uncertainties affecting the company related to competition. The directors carried out regular strategic reviews including assessments of competitor activity and market trends.

BUSINESS PERFORMANCE
The Northern Ireland and UK telecommunication industry is highly competitive, particularly in the mobile phone sector where our business is focused.

KEY PERFORMANCE INDICATORS
The Key Performance Indicators during the year were as follows:
2024 2023
£ £
Revenue 21,831,754 24,647,724
Gross profit 7,891,332 7,923,578
Profit/(loss) for the year (1,462,510) 1,088,855
Shareholders' Funds 9,896,598 11,359,108
Average number of employees 90 111

FUTURE DEVELOPMENTS
The groups subsidiary company MMD Communications Ltd was bought out of its franchise agreement with O2 on 31 March 2024. The subsidiary company ceased all trading activity at this date.


MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Group Strategic Report
FOR THE YEAR ENDED 31 JANUARY 2024

ENVIRONMENT
The group recognises its corporate responsibility to carry out its operations whilst ensuring that there is minimal environmental impact. The director complied with all applicable environmental legislation, prevent pollution and reduce wastage wherever possible during the year.

HEALTH AND SAFETY
The group are committed to achieving the highest practicable standards in health and safety management and strive to make all sites and offices safe environments for employees and customers alike.

HUMAN RESOURCES/EMPLOYEES
The most important resource of the group during the year was the people employed: their knowledge and experience was crucial to meeting customer requirements. Retention of key staff during the year was crucial.

ON BEHALF OF THE BOARD:




Maurice Devlin - Director


31 January 2025

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Director's Report
FOR THE YEAR ENDED 31 JANUARY 2024

The director presents his report with the financial statements of the Company and the Group for the year ended 31 January 2024.

PRINCIPAL ACTIVITY
The principal activity of the group is the provision of retail and corporate mobile phone solutions and the operation of a licensed premises.

The franchise agreements operated by the groups subsidiary company MMD Communications Ltd where terminated by the franchisor on 31 March 2024 and that company has ceased to trade at that date.

DIVIDENDS
No dividends will be distributed for the year ended 31 January 2024.

No interim or final dividend was paid during the year.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR
Maurice Devlin held office during the whole of the period from 1 February 2023 to the date of this report.

GOING CONCERN
The franchise agreements operated by the groups subsidiary MMD Communications Ltd where terminated by the franchisor on 31 March 2024 and the company has ceased to trade at that date. The financial statements of the group for the year ended 31 January 2024 have therefore been prepared on a basis other than going concern.

DISCLOSURES REQUIRED UNDER SCHEDULE 7
In accordance with Section 414C (11) of Companies Act 2006, the director has elected to disclose details of the business review, principal risk and uncertainties, employment policy and future developments in the group's Strategic Report which would otherwise be required to be disclosed in the Director's Report.

FINANCIAL RISK MANAGEMENT
The group's operations expose them to a variety of financial risks that include price risk, foreign exchange risk, credit risk, liquidity risk and interest rate risk. The group has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the group by monitoring levels of debt finance and the related finance costs. Given the size of the group, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board of directors are implemented by the group's finance department.

Price risk

The group are exposed to commodity price risk as a result of its operations. However, given the size of the group's operations, the costs of managing exposure to commodity price risk exceed any potential benefits. The directors will revisit the appropriateness of this policy should the group's operations change in size or nature.

Foreign exchange risk

While the greater part of the group's revenues and expenses are denominated in sterling, the group are exposed to some foreign exchange risk in the normal course of business, principally on sales recorded in Euros and borrowing denominated in Euros. While the group have not used complex financial instruments to date to hedge foreign exchange exposure, it does from time to time use simple forward contracts; this position is kept constantly under review.

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Director's Report
FOR THE YEAR ENDED 31 JANUARY 2024


FINANCIAL RISK MANAGEMENT CONTINUED

Credit risk

The group operate policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to individual customers is subject to a limit, which is reassessed regularly by the board.

Liquidity risk

The group actively maintain a mixture of long-term and short-term debt finance that is designed to ensure that the group have sufficient available funds for operations and planned expansions.

Interest rate risk

The group have both interest bearing assets and interest bearing liabilities. Interest bearing assets include cash balances, which earn interest at a variable rate. Interest bearing liabilities relate to shareholder loans, bank overdrafts and loans and obligations under hire purchase and finance lease agreements, which bear interest at market rates.

DIRECTOR'S RESPONSIBILITIES STATEMENT
The director is responsible for preparing the Group Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Group's auditors are aware of that information.

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Director's Report
FOR THE YEAR ENDED 31 JANUARY 2024


AUDITORS
The auditors, CavanaghKelly, (Chartered Accountants and Statutory Auditors) have indicated their willingness to continue in office in accordance with the provisions of Section 485 of the Companies Act 2006.

ON BEHALF OF THE BOARD:




Maurice Devlin - Director


31 January 2025

Independent Auditors' Report to the Members of
MMD Communications (Holdings) Limited

Opinion
We have audited the financial statements of MMD Communications (Holdings) Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 January 2024 which comprise the Consolidated Income Statement, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the Group's and of the Parent Company affairs as at 31 January 2024 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.

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

Conclusions relating to going concern
We draw attention to Note 3 of the financial statements, which indicates that the accounts have not been prepared on a going concern basis due to its cessation of trade post year end. Our opinion is not modified in respect of this matter.

Other information
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Director's Report, but does not include the financial statements and our Auditors' Report thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Director's 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 Director's Report have been prepared in accordance with applicable legal requirements.

Independent Auditors' Report to the Members of
MMD Communications (Holdings) Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Director's 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 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 director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of director
As explained more fully in the Director's Responsibilities Statement set out on page five, the director is 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 director determines 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 director is responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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 financial statements.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The objectives of our audit in respect of fraud are to assess the risk of material misstatement due to fraud, design and implement appropriate responses to those assessed risks and to respond appropriately to instances of fraud or suspected fraud identified during the course of our audit. However, the primary responsibility for the prevention and detection of fraud rests with management and those charged with governance of the company.

Independent Auditors' Report to the Members of
MMD Communications (Holdings) Limited

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud - continued

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- We obtained understanding of the legal and regulatory requirements applicable to the company’s financial statements and considered the most significant are the Companies Act 2006, Financial Reporting Standards (FRS102) and UK taxation legislation;
- We have assessed the risk of material misstatement of the financial statements, including risk of material misstatement due to fraud and how it might occur by holding discussions with management and those charged with governance;
- We enquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations;
- Understanding the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations; and
- Discussions amongst the audit engagement team regarding how fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion we identified the following potential areas where fraud may occur: timing of revenue recognition and management override.

The audit response to risks identified included:

- Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the relevant laws and regulations above;
- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risk of material misstatement due to fraud;

In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, assessing whether the judgements made in making accounting estimates are reasonable and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

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 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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.




Mr Desmond Kelly (FCA) (Senior Statutory Auditor)
for and on behalf of CavanaghKelly
Chartered Accountants and Statutory Auditors
36-38 Northland Row
Dungannon
Co. Tyrone
BT71 6AP

31 January 2025

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Consolidated
Income Statement
FOR THE YEAR ENDED 31 JANUARY 2024

2024 2023
Notes £ £

TURNOVER 5 21,831,754 24,647,724

Cost of sales (13,940,422 ) (16,724,146 )
GROSS PROFIT 7,891,332 7,923,578

Administrative expenses (9,240,040 ) (6,291,766 )
(1,348,708 ) 1,631,812

Other operating income 618,642 (7,129 )
OPERATING (LOSS)/PROFIT 7 (730,066 ) 1,624,683

Finance income 29,643 2,560
(700,423 ) 1,627,243

Finance costs 9 (13,037 ) (58,846 )
(LOSS)/PROFIT BEFORE TAXATION (713,460 ) 1,568,397

Tax on (loss)/profit 10 (749,050 ) (479,542 )
(LOSS)/PROFIT FOR THE
FINANCIAL YEAR

(1,462,510

)

1,088,855

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(1,462,510

)

1,088,855

(Loss)/profit attributable to:
Owners of the parent (1,462,510 ) 1,088,855

Total comprehensive income attributable to:
Owners of the parent (1,462,510 ) 1,088,855

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Consolidated Statement of Financial Position
31 JANUARY 2024

2024 2023
Notes £ £
NON-CURRENT ASSETS
Intangible assets 12 147,505 3,575,124
Tangible assets 13 568,054 1,349,027
Investments 14 - -
Investment property 15 745,503 1,546,666
1,461,062 6,470,817

CURRENT ASSETS
Stocks 16 357,395 436,857
Receivables: amounts falling due within
one year

17

8,614,892

7,839,644
Cash at bank and in hand 3,111,931 2,704,785
12,084,218 10,981,286
PAYABLES
Amounts falling due within one year 18 (3,643,190 ) (5,714,251 )
NET CURRENT ASSETS 8,441,028 5,267,035
TOTAL ASSETS LESS CURRENT
LIABILITIES

9,902,090

11,737,852

PAYABLES
Amounts falling due after more than
one year

19

-

(343,002

)

PROVISIONS FOR LIABILITIES 22 (5,492 ) (35,742 )
NET ASSETS 9,896,598 11,359,108

CAPITAL AND RESERVES
Called up share capital 23 9,500,001 9,500,001
Retained earnings 396,597 1,859,107
SHAREHOLDERS' FUNDS 9,896,598 11,359,108

The financial statements were approved by the director and authorised for issue on 31 January 2025 and were signed by:





Maurice Devlin - Director


MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Company Statement of Financial Position
31 JANUARY 2024

2024 2023
Notes £ £
NON-CURRENT ASSETS
Intangible assets 12 - -
Tangible assets 13 6,250 10,000
Investments 14 19,468,703 19,468,703
Investment property 15 1,024,250 1,825,413
20,499,203 21,304,116

CURRENT ASSETS
Receivables: amounts falling due within
one year

17

3,542,929

2,458,142
Cash at bank 135,229 49,866
3,678,158 2,508,008
PAYABLES
Amounts falling due within one year 18 (13,865,904 ) (12,731,805 )
NET CURRENT LIABILITIES (10,187,746 ) (10,223,797 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

10,311,457

11,080,319

CAPITAL AND RESERVES
Called up share capital 23 9,500,001 9,500,001
Retained earnings 811,456 1,580,318
SHAREHOLDERS' FUNDS 10,311,457 11,080,319

Company's (loss)/profit for the financial
year

(768,862

)

88,586

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 31 January 2025 and were signed by:





Maurice Devlin - Director


MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Consolidated Statement of Changes in Equity
FOR THE YEAR ENDED 31 JANUARY 2024

Called up
share Retained Total
capital earnings equity
£ £ £
Balance at 1 February 2022 9,500,001 770,252 10,270,253

Changes in equity
Total comprehensive income - 1,088,855 1,088,855
Balance at 31 January 2023 9,500,001 1,859,107 11,359,108

Changes in equity
Total comprehensive income - (1,462,510 ) (1,462,510 )
Balance at 31 January 2024 9,500,001 396,597 9,896,598

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Company Statement of Changes in Equity
FOR THE YEAR ENDED 31 JANUARY 2024

Called up
share Retained Total
capital earnings equity
£ £ £
Balance at 1 February 2022 9,500,001 1,491,732 10,991,733

Changes in equity
Total comprehensive income - 88,586 88,586
Balance at 31 January 2023 9,500,001 1,580,318 11,080,319

Changes in equity
Total comprehensive income - (768,862 ) (768,862 )
Balance at 31 January 2024 9,500,001 811,456 10,311,457

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 31 JANUARY 2024

2024 2023
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 1,298,299 3,207,113
Interest paid (100 ) (46,990 )
Interest element of hire purchase
payments paid

(12,937

)

(11,856

)
Tax paid (952,053 ) (1,121,841 )
Net cash from operating activities 333,209 2,026,426

Cash flows from investing activities
Purchase of tangible fixed assets (27,195 ) (481,421 )
Purchase of investment property (37,000 ) -
Sale of tangible fixed assets 156,177 2,200
Interest received 29,643 2,560
Net cash from investing activities 121,625 (476,661 )

Cash flows from financing activities
Loan repayments in year - (2,534,265 )
Capital repayments in year (47,688 ) (10,310 )
Net cash from financing activities (47,688 ) (2,544,575 )

Increase/(decrease) in cash and cash equivalents 407,146 (994,810 )
Cash and cash equivalents at
beginning of year

2

2,704,785

3,699,595

Cash and cash equivalents at end
of year

2

3,111,931

2,704,785

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Notes to the Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 31 JANUARY 2024

1. RECONCILIATION OF (LOSS)/PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED
FROM OPERATIONS

2024 2023
£ £
(Loss)/profit for the financial year (1,462,510 ) 1,088,855
Depreciation charges 1,987,781 2,035,606
Profit on disposal of fixed assets (26,195 ) (1,280 )
Impairment losses 2,956,187 -
Finance costs 13,037 58,846
Finance income (29,643 ) (2,560 )
Taxation 749,050 479,542
4,187,707 3,659,009
Decrease/(increase) in stocks 79,462 (37,778 )
Increase in trade and other debtors (775,248 ) (469,816 )
(Decrease)/increase in trade and other creditors (2,193,622 ) 55,698
Cash generated from operations 1,298,299 3,207,113

2. CASH AND CASH EQUIVALENTS

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

Year ended 31 January 2024
31/1/24 1/2/23
£ £
Cash and cash equivalents 3,111,931 2,704,785
Year ended 31 January 2023
31/1/23 1/2/22
£ £
Cash and cash equivalents 2,704,785 3,699,595


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1/2/23 Cash flow At 31/1/24
£ £ £
Net cash
Cash at bank and in hand 2,704,785 407,146 3,111,931
2,704,785 407,146 3,111,931
Debt
Finance leases (174,050 ) 47,688 (126,362 )
(174,050 ) 47,688 (126,362 )
Total 2,530,735 454,834 2,985,569

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 JANUARY 2024

1. STATUTORY INFORMATION

MMD Communications (Holdings) Limited is a private company, limited by shares , registered in Northern Ireland. The company's registered number and registered office address can be found on the General Information page.

2. STATEMENT OF COMPLIANCE

The financial statements of the company for the year ended 31 January 2024 have been prepared in accordance with the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland (FRS 102) issued by the Financial Reporting Council and in accordance with the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The franchise agreements operated by the groups subsidiary company MMD Communications Ltd where terminated by the franchisor on 31 March 2024 and the company has ceased to trade at that date. The financial statements of the group for the year ended 31 January 2024 have therefore been prepared on a basis other than going concern.

The financial statements have been prepared in accordance with the historical cost convention except for certain properties and financial instruments that are measured at revalued amounts or fair values, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets. The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the group financial statements.

Basis of consolidation
The consolidated income statement, consolidated statement of changes in equity, consolidated balance sheet and consolidated statement of cash flows the financial statements of the company and its subsidiary's undertakings made up to 31 January 2024. Inter-company transactions, balances and cash flows between group companies are eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

Revenue
The turnover shown in the Income Statement represents amounts received or receivable for goods and services provided for in the normal course of business, exclusive of value added tax. In respect of contracts for the provision of ongoing services, turnover is recognised over the life of the contract. For the supply of goods, turnover is recognised upon delivery of goods to the customer.

Goodwill
Purchased goodwill arising on the acquisition of a business represents the excess of the acquisition cost over the fair value of the identifiable net assets including other intangible fixed assets when they were acquired. Purchased goodwill is capitalised in the Statement of Financial Position and amortised on a straight line basis over its economic useful life of 5 years, which is estimated to be the period during which benefits are expected to arise. On disposal of a business any goodwill not yet amortised is included in determining the profit or loss on sale of the business.

Goodwill is reviewed for impairment at the end of the first full financial year following acquisition and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

Goodwill was impaired at the year end as a result of a group company ceasing to trade post year end.

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 JANUARY 2024

3. ACCOUNTING POLICIES - continued

Goodwill on consolidation
Goodwill on Consolidation is valued at cost less accumulated amortisation.

Amortisation is calculated to write off the cost in equal annual instalments over their estimated useful life of 10 years.

Goodwill on consolidation was impaired at the year end as a result of a group company ceasing to trade post year end.

Investments
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Amortisation is not provided on franchise fees.

Franchise fees where impaired at the year end as a result of the company ceasing to trade post year end.

Property, plant and equipment
Property, plant and equipment are stated at cost or at valuation, less accumulated depreciation. The charge to depreciation is calculated to write off the original cost or valuation of property, plant and equipment, less their estimated residual value, over their expected useful lives as follows:

Long leasehold property- 2% Straight line
Plant and machinery- 25% Reducing balance
Fixtures, fittings and equipment- 25% Reducing balance /
33% Straight line
Motor vehicles- 25% Reducing balance

The carrying values of property, plant and equipment are reviewed annually for impairment in periods if events or changes in circumstances indicate the carrying value may not be recoverable.

Property, plant and equipment that where not disposed post year end have been impaired at the year end as a result of a group company ceasing to trade post year end.

Investment property
Investment property whose fair value can be measured reliably without undue cost or effort is measured at fair value with changes in fair value recognised in the Income Statement. Revalued investment properties are not depreciated or amortised, unless the fair value cannot be measured reliably or without undue cost or effort.

Not depreciating or amortising property is a departure from the requirement of Company Law to provide depreciation on all fixed assets which have a limited useful life. However, these investment properties are not held for consumption but for investment and the director considers that systematic annual depreciation would be inappropriate. The accounting policy adopted is therefore necessary for the financial statements to give a true and fair view. If depreciation were to be provided it would be provided at a rate of 4% Straight line per annum on the revalued amount.

Inventories
Inventories are valued at the lower of cost and net realisable value. Cost comprises expenditure incurred in the normal course of business in bringing stocks to their present location and condition. Full provision is made for obsolete and slow moving items. Net realisable value comprises actual or estimated selling price (net of trade discounts) less all further costs to completion or to be incurred in marketing and selling.

Exceptional Items
Exceptional items are those that the directors' view are required to be separately disclosed by virtue of their size or incidence to enable a full understanding of the group's financial performance.

During the current year the franchise agreement for several stores was not renewed and post year end the group was bought out of its remaining franchise agreements by the franchisor. The costs and compensation for this event have been disclosed separately.

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 JANUARY 2024

3. ACCOUNTING POLICIES - continued

Financial instruments
The company and group have chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial assets
Basic financial assets, including trade and other receivables, cash and bank balances and amounts owed by related parties and are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

If there is decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

(ii) Financial liabilities

Basic financial liabilities, including trade and other payables, bank loans and overdrafts and amounts owed to related parties are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

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

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

(iii) Offsetting

Financial assets and liabilities are offset and 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.


MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 JANUARY 2024

3. ACCOUNTING POLICIES - continued
Taxation and deferred taxation
Current tax represents the amount expected to be paid or recovered in respect of taxable profits for the year and is calculated using the tax rates and laws that have been enacted or substantially enacted at the Statement of Financial Position date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date where transactions or events have occurred at that date that will result in an obligation to pay more tax in the future, or a right to pay less tax in the future. Timing differences are temporary differences between the company's taxable profits and its results as stated in the financial statements.

Deferred tax is measured on an undiscounted basis at the tax rates that are anticipated to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


Leasing
Rentals payable under operating leases are dealt with in the Income Statement as incurred over the period of the rental agreement.

Leasing and hire purchases
Property, plant and equipment held under leasing and Hire Purchases arrangements which transfer substantially all the risks and rewards of ownership to the company are capitalised and included in the Statement of Financial Position at their cost or valuation, less depreciation. The corresponding commitments are recorded as liabilities. Payments in respect of these obligations are treated as consisting of capital and interest elements, with interest charged to the Income Statement.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Employee benefits
The group operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the group. Annual contributions payable to the group's pension scheme are charged to the Income Statement in the period to which they relate.

Going concern
The financial statements have not been prepared on the going concern basis as post year end, the principal franchisor of one of the groups subsidiaries bought the company out of its franchise agreement.

The director of the group believes the company has the ability to discharge all of its debts on the cessation of its trade.

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 JANUARY 2024

4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the financial statements in accordance with generally accepted accounting principles requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities, income and expenditure in the reporting period. Actual results could differ from those estimates. Therefore, management believe the critical accounting policies where estimates, judgements and assumptions are necessarily applied are summarised below:

Impairment of Fixed Assets:
The group's property, plant and equipment are stated at cost less accumulated depreciation. The assets are depreciated over their estimated useful economic lives. The carrying values of such assets are reviewed annually for any indications of impairment. The carrying value of assets is tested for impairment where events or changes in circumstances indicate the carrying value is incorrectly stated. If such a review indicates the carrying value is overstated, the value of the asset is restated to its deemed recoverable amount. Recoverable amount is deemed to be the higher of the asset's fair value less costs to sell, or its value in use. Value in use is calculated based on the discontinued future cash flows of the asset, or of the cash generating unit to which the asset belongs.

5. TURNOVER

The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the Group.

The whole of the company's turnover is attributable to its market in the United Kingdom and is derived from the principal activity of the provision of retail and corporate mobile phone solutions and the operation of a licensed premises.

6. EMPLOYEES AND DIRECTORS
2024 2023
£ £
Wages and salaries 2,263,661 2,302,566
Social security costs 176,665 209,826
Other pension costs 39,888 123,053
2,480,214 2,635,445

The average number of employees during the year was as follows:
2024 2023

Employees 90 111

2024 2023
£ £
Director's remuneration 41,124 47,332

7. OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

2024 2023
£ £
Commissions payable 499,949 507,087
Depreciation - owned assets 267,312 315,135
Profit on disposal of fixed assets (26,195 ) (1,280 )
Goodwill amortisation 49,168 49,168
Goodwill on consolidation amortisation 1,671,302 1,671,302
The auditing of accounts of any associate of the company 12,000 12,000
Impairment of goodwill on consolidation 1,674,149 -

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 JANUARY 2024

8. EXCEPTIONAL ITEMS

Included within other income:
2024 2023
£ £
Store Closure Bonus 618,642 -

Included within expenditure:
2024 2023
£ £
Redundancy costs 8,730 -
Lease renunciation 200,000 -
Dilapidation 34,000 -
Loss on disposal of tangible fixed assets 97,258 -
Impairment losses for intangible fixed assets 33,000 -
Impairment losses for tangible fixed assets 410,874 -
Impairment losses for investment property 838,163 -
Impairment losses for goodwill on consolidation 1,674,149
3,296,174 -

9. FINANCE COSTS
2024 2023
£ £
Bank interest 100 27,463
Bank loan interest - 11,567
Other interest payable - 7,960
Hire purchase interest 12,937 11,856
13,037 58,846

10. TAXATION

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
2024 2023
£ £
Current tax:
UK corporation tax 779,300 592,962
Adjustments in respect of
prior periods - (68,568 )
Total current tax 779,300 524,394

Deferred tax (30,250 ) (44,852 )
Tax on (loss)/profit 749,050 479,542

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 JANUARY 2024

10. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£ £
(Loss)/profit before tax (713,460 ) 1,568,397
(Loss)/profit multiplied by the standard rate of corporation tax in
the UK of 24.030 % (2023 - 19 %)

(171,444

)

297,995

Effects of:
Expenses not deductible for tax purposes 24,051 296
Adjustments to tax charge in respect of previous periods - (141,857 )
Group Relief 65 -
Non-relevant depreciation 7,792 7,282
Impact of super-deduction - (16,592 )
Impact of rate change (99 ) 6,825
Movement in unrecognised deferred tax 475,256 (1,296 )
Amortisation 413,429 326,889
Total tax charge 749,050 479,542

11. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


12. INTANGIBLE FIXED ASSETS

Group
Goodwill on
Goodwill Franchises consolidation Totals
£ £ £ £
COST
At 1 February 2023 5,509,505 33,000 16,713,018 22,255,523
Disposals (1,949,999 ) - - (1,949,999 )
Impairments (3,067,825 ) (33,000 ) (1,674,149 ) (4,774,974 )
At 31 January 2024 491,681 - 15,038,869 15,530,550
AMORTISATION
At 1 February 2023 5,312,832 - 13,367,567 18,680,399
Amortisation for year 49,168 - 1,671,302 1,720,470
Eliminated on disposal (1,949,999 ) - - (1,949,999 )
Impairments (3,067,825 ) - - (3,067,825 )
At 31 January 2024 344,176 - 15,038,869 15,383,045
NET BOOK VALUE
At 31 January 2024 147,505 - - 147,505
At 31 January 2023 196,673 33,000 3,345,451 3,575,124

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 JANUARY 2024

13. PROPERTY, PLANT AND EQUIPMENT

Group
Fixtures
Long Plant and and Motor
leasehold machinery fittings vehicles Totals
£ £ £ £ £
COST
At 1 February 2023 1,003,104 116,676 2,892,001 555,293 4,567,074
Additions - - 27,195 - 27,195
Disposals - - (755,511 ) (86,320 ) (841,831 )
Impairments (724,357 ) (116,676 ) (2,027,613 ) - (2,868,646 )
At 31 January 2024 278,747 - 136,072 468,973 883,792
DEPRECIATION
At 1 February 2023 489,254 112,416 2,424,980 191,397 3,218,047
Charge for year 58,113 1,066 125,340 82,793 267,312
Eliminated on disposal - - (658,253 ) (53,596 ) (711,849 )
Impairments (550,021 ) (113,482 ) (1,794,269 ) - (2,457,772 )
At 31 January 2024 (2,654 ) - 97,798 220,594 315,738
NET BOOK VALUE
At 31 January 2024 281,401 - 38,274 248,379 568,054
At 31 January 2023 513,850 4,260 467,021 363,896 1,349,027

Company
Fixtures
and
fittings
£
COST
At 1 February 2023
and 31 January 2024 25,000
DEPRECIATION
At 1 February 2023 15,000
Charge for year 3,750
At 31 January 2024 18,750
NET BOOK VALUE
At 31 January 2024 6,250
At 31 January 2023 10,000

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 JANUARY 2024

14. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£
COST
At 1 February 2023
and 31 January 2024 19,468,703
NET BOOK VALUE
At 31 January 2024 19,468,703
At 31 January 2023 19,468,703


Holdings in related undertakings
The company holds 20% or more of the share capital of the following companies:



Name

Country of
incorporation

Nature
ofbusiness

Details of
investment
Proportion
held
bycompany

Subsidiary undertaking
MMD Communications Ltd Northern Ireland Telecommunication Ordinary 100%

Kilmegan Ltd Northern Ireland Licensed premises Ordinary 100%

In the opinion of the director, the value to the company of the unlisted investments is not less than the book amount shown above.

15. INVESTMENT PROPERTY

Group
Total
£
COST
At 1 February 2023 1,546,666
Additions 37,000
Impairments (838,163 )
At 31 January 2024 745,503
NET BOOK VALUE
At 31 January 2024 745,503
At 31 January 2023 1,546,666

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 JANUARY 2024

15. INVESTMENT PROPERTY - continued

Company
Total
£
FAIR VALUE
At 1 February 2023 1,825,413
Additions 37,000
Impairments (838,163 )
At 31 January 2024 1,024,250
NET BOOK VALUE
At 31 January 2024 1,024,250
At 31 January 2023 1,825,413

16. STOCKS

Group
2024 2023
£ £
Inventories 357,395 436,857

17. RECEIVABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£ £ £ £
Trade receivables 1,390,350 2,090,475 - -
Other receivables 7,207,363 5,731,990 3,542,929 2,458,142
Prepayments and accrued income 17,179 17,179 - -
8,614,892 7,839,644 3,542,929 2,458,142

Amounts owed by connected companies are repayable on demand and no interest has been charged in respect of such advances.

18. PAYABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£ £ £ £
Hire purchase contracts (see note 20) 126,362 37,216 - -
Trade payables 2,164,882 3,465,763 - -
Amounts owed to group undertakings - - 13,833,369 12,699,846
Tax 55,604 228,357 20,454 24,328
Social security and other taxes 47,775 53,688 - -
VAT 798,723 1,116,993 4,330 -
Other payables 182,908 284,865 2,040 1,920
Accruals and deferred income 266,936 527,369 5,711 5,711
3,643,190 5,714,251 13,865,904 12,731,805

Amounts owed to group companies are repayable on demand and no interest has been charged in respect of such advances.

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 JANUARY 2024

19. PAYABLES: AMOUNTS FALLING DUE AFTER ONE YEAR

Group
2024 2023
£ £
Hire purchase contracts (see note 20) - 136,834
Accruals and deferred income - 206,168
- 343,002

20. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2024 2023
£ £
Net obligations repayable:
Within one year 126,362 37,216
Between one and five years - 136,834
126,362 174,050

21. FINANCIAL INSTRUMENTS

2024 2023
£ £
Carrying amount of financial assets in the group
Measured at fair value through the income statement 8,597,713 7,367,351

Carrying amount of financial liabilities
Measured at amortised cost 2,741,087 5,803,040

22. PROVISIONS FOR LIABILITIES

Group
2024 2023
£ £
Deferred tax 5,492 35,742

Group
Deferred tax
£
Balance at 1 February 2023 35,742
Credit to Income Statement during year (30,250 )
Balance at 31 January 2024 5,492

23. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
9,500,001 Ordinary Share 1.00 9,500,001 9,500,001

MMD COMMUNICATIONS (HOLDINGS) LIMITED (REGISTERED NUMBER: NI626141)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 JANUARY 2024

24. CAPITAL COMMITMENTS

Group

The group had no material capital commitments at the year-ended 31 January 2024.

Company

The company had no material capital commitments at the year-ended 31 January 2024.

25. OTHER FINANCIAL COMMITMENTS

Total future minimum lease payments under non-cancellable operating leases are as follows:

2024 2023
£ £
Due:
Within one year 166,774 503,885
Between one and five years - 1,135,281
In over five years - 36,288
166,774 1,675,453

26. POST BALANCE SHEET EVENTS

The franchise agreements operated by the groups subsidiary company, MMD Communications Ltd, where terminated by the franchisor on 31 March 2024 and the company has ceased to trade at that date. The financial statements of the group for the year ended 31 January 2024 have therefore been prepared on a basis other than going concern.

27. PENSIONS - DEFINED CONTRIBUTION

The company operates a defined contribution pension scheme in respect of the directors and employees. The scheme and its assets are held by independent managers. The pension charge represents contributions due from the company and amounted to £139,888 (2023: £123,053).

28. RELATED PARTY TRANSACTIONS

The company has availed of the exemption under FRS 102 in relation to the disclosure of transactions with group companies.

Balance Balance
2024 2023
£ £

Sea Eagle Properties Ltd 6,431,247 5,338,323

Sea Eagle Properties Ltd is a company incorporated in Northern Ireland and under common control. Included in other debtors, the above amounts were advanced to Sea Eagle Properties Ltd by the group in respect of expenses and fees paid on behalf of the company. No interest has been charged in respect of same and the director considers such amounts to be repayable on demand.

29. ULTIMATE CONTROLLING PARTY

The company's ultimate controlling party is Mr Maurice Devlin by virtue of his shareholding in the company.