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MRA UK Investments Limited

Registered number: 11399150
Annual report and consolidated
 financial statements
For the year ended 30 June 2024

 
MRA UK INVESTMENTS LIMITED
 
 
COMPANY INFORMATION


Directors
E Adey (appointed 1 September 2024)
J Adey 
N Kelly 




Registered number
11399150



Registered office
Alexander House Highfield Park

Llangwyfan

Denbighshire

LL16 4LU




Independent auditor
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

One St. Peter's Square

Manchester

M2 3DE





 
MRA UK INVESTMENTS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 4
Directors' Report
 
5 - 7
Independent Auditor's Report
 
8 - 11
Consolidated Statement of Comprehensive Income
 
12
Consolidated Statement of Financial Position
 
13
Company Statement of Financial Position
 
14
Consolidated Statement of Changes in Equity
 
15
Company Statement of Changes in Equity
 
16
Consolidated Statement of Cash Flows
 
17 - 18
Notes to the Financial Statements
 
19 - 43


 
MRA UK INVESTMENTS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

Business review
 
MRA UK Investments Limited is an investment and holding company that holds interests in both public investments and private companies, including a portfolio of limited companies that were previously held under common ownership. 
Operations within the portfolio of privately held companies (the “Group”) are predominantly focused on the provision of care and education to adults and children with learning difficulties, autism and mental health conditions, through the operating of residential care homes, hospitals and independent schools. 
As reported in the Consolidated Statement of Comprehensive Income, profit for the year ended 30 June 2024 was £5,143,325 (2023: £3,394,188). The current year result was impacted by £1,756,893 of fair value movements on investments.
The Group has continued to implement its strategy of investment in care facilities which will drive turnover whilst adjusting the cost base to ensure that it is suitable for the nature of operations. Profitability is anticipated to continue across Group operations. The owners of the Group also remain supportive and investment remains available should value enhancing opportunities be found.
Financial position at the reporting date
The Consolidated Statement of Financial Position shows that the Group’s net assets at the period end are £47,537,394 (2023: £42,394,069).

Principal risks and uncertainties
 
The directors consider the key risks and uncertainties facing the Group to be as follows:
Competitive pressure in the care sector for specialist services is a continuing risk for the Group as a number of alternative providers exist across the UK. The Group continues to mitigate this risk by developing services which are sufficiently differentiated from the competition by means of both the behavioural models applied and the client groups cared for. 
The service users of the care businesses may be wholly funded by public sector sources. Consequently, the Group is exposed to risks surrounding changes in government policies and the impact of enacted and planned reductions in spending on health and social care. This risk is mitigated by providing robust evidence of quality and service user outcomes, as well as ensuring that the Group continues to contract with a wide range of funding providers. The Group will continue to review and amend its cost base to counteract funding changes. 
Public investments held by the Group are subject to market fluctuations and impacts. These investments are reviewed regularly and, where appropriate, positions are hedged to mitigate the risk and impact of market fluctuations, including foreign exchange and interest rates.
The directors have considered the Group's trading and cash flows for the foreseeable future taking into account reasonably possible changes in trading performance. After making enquiries and taking into account the uncertainties arising from the current economic circumstances, the directors have a reasonable expectation that the Company and the MRA UK group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements.

- 1 -

 
MRA UK INVESTMENTS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Economic impact of global events

UK businesses are currently facing many uncertainties such as the continuing  consequences of Brexit, political change, environmental sustainability and geopolitical events such as the Russian invasion of Ukraine. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working. 
The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment.
The Group continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.

Future developments
 
The Group’s strategy is to continually improve the quality of its care and education services, to increase its capacity across services, to enhance and improve efficiencies across all operations and to make appropriate investments into high yielding assets. This will be delivered through continued investment in the development of our employees, refurbishment of our existing properties and strong directorial and management reviews and oversight..

Financial key performance indicators
 
Management monitors a number of financial and non financial performance of business. These include revenue, profitability and: 
 

Cash at bank



2024
2023
Cash at bank
£18,772,719
£5,625,984



EBITDA
2024
2023
EBITDA
£8,581,993
£4,927,132
EBITDA margin
13.7%
11.2%


EBITDA is calculated by adding back depreciation, amortisation, interest, taxation and property rental charges to profit for the financial year. The EBITDA margin is calculated by dividing EBITDA by turnover. 

- 2 -

 
MRA UK INVESTMENTS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Directors' statement of compliance with duty to promote the success of the Group
 
The board of directors of MRA UK Investments Limited consider that both individually and together for the year ended 30 June 2024 they have acted in the way they consider, in good faith, would be the most likely to promote the success of the Company for the benefit of its members as a whole and having regard to the matters set out in s17 (1)(a-f) as below:

a)the likely consequences of any decision in the long term;
b)the interest of the Company's employees;
c)the need to foster the Company's business relationships with suppliers, customers and others;
d)the impact of the Company's operations on the community and the environment;
e)the desirability of the Company maintaining a reputation for high standards of business conduct;
f)the need to act fairly between members of the Company.

The directors work closely with the management team and make decisions by taking their legal duty into account and also the priorities and requirements of the stakeholders.
(a) the likely consequences of any decision in the long term;
The directors have regard to the likely consequences of their decisions on the long term objectives and sustainability of the Group, its stakeholders and the community whilst also preserving its values and culture. 
Cash requirements are monitored taking into account operating costs, cash required for capital investment in the living environment of the homes, schools and hospitals as well as capital investment in opportunities for future growth. These decisions are taken by balancing the requirements of stakeholders and without prejudicing the position of other creditors. 
We assess the profitability and performance of each of our homes and hospitals on an individual basis and would only make the decision to dispose or close an operation if the costs outweigh the fees or if there were serious operational concerns with the environment. This decision would be made based on a long term view and factor in the needs of care provision for our residents and patients. 
Investment in skills and training is an area where initial costs are more than outweighed by long term benefits. We will strive to train our employees to the highest standard possible as they are our greatest investment.  
Investment in our portfolio of properties is important to provide high quality living and working environments for our residents, patients and staff and this is an area of focus for the directors and management team.
We are a business built on our standards and reputation and would not take a decision which would have a detrimental impact on this whether in the short term or the long term. We are dedicated to ensuring we maintain our culture whilst achieving our purpose.
(b) the interests of the Group's employees;
Our employees represent our business so it is of utmost importance that they have the right attitude and the drive to create ideas, promote high levels of care, grow and develop and set high standards. All employees are encouraged to be honest and regular supervisions and employee surveys are held to facilitate this. The board receives reports on the results of these surveys together with action plans that management intend to take forward.
The directors and management team provide supervisions to many staff and visit the locations and talk to the employees which gives them the opportunity to hear their ideas and see first-hand where any improvements can be made.  
 
- 3 -

 
MRA UK INVESTMENTS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

(c) the need to foster the Group's business relationships with suppliers, customers and others;
The directors are in regular dialogue with Commissioning Authorities, Health Boards and Local Authorities and work with them, as well as families and advocates of our residents, patients and students to collaborate with them and seek to provide care, support and protect the adults and children we look after.
Our common purpose is to improve the lives of the residents and patients through positive relationships leading to outcomes.
Our homes, hospitals and schools are located throughout the UK and we seek to use local suppliers where possible and build strong and trusted supplier relationships to support the business. 
(d) the impact of the Group's operations on the community and environment;
Where possible we engage with the local communities and work with stakeholders to provide good levels of dialogue and communication.
e) the desirability of the Group maintaining a reputation for high standards of business conduct;
All new employees get an Offer Pack which includes our standards, equal opportunities and safeguarding policies. A training programme is shared thereafter. All employees have easy access to our Staff handbook and understand the requirement for them to comply with the Group’s high standards of care to support the adults and children we work with and to maintain high standards of business conduct at all times.  Any issues of non-compliance with any of our policies can be dealt with in confidence and there is a Speak Up Guardian.
f) The need to act fairly between members of the Group;
The Group aims to act with integrity and courtesy in all of its business relationships and will consider all members and stakeholders when making decisions for the overall good of the Group.


This report was approved by the board on 19 December 2024 and signed on its behalf.



N Kelly
Director

- 4 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024

The directors present their report and the financial statements for the year ended 30 June 2024.

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 year. 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.

Principal activity

The Company's principal activity is a holding and investment company.

Results and dividends

The profit for the year, after taxation, amounted to £5,143,325 (2023 - £3,394,188).

Directors

The directors who served during the year were:

J Adey 
N Kelly 

- 5 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Going concern

Liquidity is managed on a group wide basis with the Group currently not being reliant on third party finance and does not expect to be so for the foreseeable future. The board has considered the Group's and the Company's future trading and cash flows for the foreseeable future, taking into account reasonably possible changes in trading performance, and has concluded that the Group has adequate resources to continue in operational existence for the foreseeable future. The financial statements are thus prepared on a going concern basis.
The Group remains both profitable and in a net asset position.
The Directors consider the Group to be resilient and able to respond to any adverse effects in order to minimise the impact on the financial performance of the Group.

Engagement with employees

The business places significant value on the involvement and engagement of our employees throughout all aspects of our business. Employees are actively engaged through annual staff surveys, regular newsletters and regular business activities which enable and promote staff engagement. Employees receive a wide range of information about the business and its activities and are encouraged to speak openly and frankly to managers and senior leaders about their experience of the business and to make suggestions for improvements.
Disabled employees
The business operates in a non discriminatory way giving full consideration to application for employment from all individuals including those with a disability and where that disability does not prevent the applicant from fulfilling the requirements of the role. The business actively looks at responsible adjustments that would help disabled individuals to fulfil job roles both at the commencement of employment and in the event that a disability becomes apparent during the course of employment. The business provides a range of learning and development activities all of which are accessible to individuals with disabilities and ensures that all recruitment and promotion activity is based on merit. 

SECR statement

Based on the work carried out as part of the ESOS report and updated energy usage information the estimated total energy consumption is 5,633,854 kWh for 2024 (2023: 7,963,206 kWh). The table below illustrates the conversion from kWh to CO2 per kg:
 

2024

2023
Energy consumed from activities for which the Group is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Group for its own use, including for the purposes of transport, in kWh.
 


5,633,854



7,963,206
Emissions resulting from the purchase of the electricity by the Group for its own use, including the purposes of transport (in kg of CO2 equivalent)

1,219,732


1,760,498


There have been a number of initiatives that have been undertaken to assist the organisation with its environmental responsibilities from the use of heat source pumps in certain facilities to the use of green energy supplies, this will be an area of considerable focus for the organisation going forward.


- 6 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Matters covered in the Group Strategic Report

Certain information is not shown in the Director's Report because it is shown in the Strategic Report on pages   1-4 instead under s414C(11). The Strategic Report includes a business review, principal risks and uncertainties and information on the Company's key performance indicators.

Disclosure of information to auditor

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

the directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

Post year end on 18 July 2024, the Company issued 26,249,950 Redeemable shares at par value. Subsequent to this on 31 July 2024 the Company reduced through resolution the Redeemable shares to Nil.
On 18 July 2024, the Group finalised the purchase of a new property. The purchase price of the property was £2,651,228.
Post year end a subsidiary of the Group, Mental Health Care (St David's) Limited, ceased its previous trading activities.

Auditor

Auditors will be appointed for the following financial year in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 19 December 2024 and signed on its behalf.
 





N Kelly
Director

- 7 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MRA UK INVESTMENTS LIMITED
 

Opinion

We have audited the financial statements of MRA UK Investments Limited (the ‘Parent Company’) and its subsidiaries (the 'Group') for the year ended 30 June 2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Positions, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Cashflows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 Parent Company’s affairs as at 30 June 2024 and of the Group's profit 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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and the Parent 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 Group's or 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.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
- 8 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MRA UK INVESTMENTS LIMITED
 

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
 
the information given in the 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 light of the knowledge and understanding of the Group and Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

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

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

- 9 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MRA UK INVESTMENTS LIMITED
 

Responsibilities of Directors

As explained more fully in the directors' responsibilities statement set out on page 5, 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 intend either to liquidate the Group or Parent Company or to cease operations, or have 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
 
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. 

Based on our understanding of the Group and Parent Company and their industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements:  employment regulation, health and safety regulation, anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the Group and the Parent Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the Group and the Parent Company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006. 
- 10 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MRA UK INVESTMENTS LIMITED
 

In addition, we evaluated the directors' and 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 manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the cut off assertion), and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of the audit 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.




Neil Barton (Senior Statutory Auditor)

  
for and on behalf of Forvis Mazars LLP

Chartered Accountants and Statutory Auditor 
One St. Peter's Square
Manchester
M2 3DE

19 December 2024
- 11 -

 
MRA UK INVESTMENTS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
Note
£
£

  

Turnover
 4 
62,455,765
53,589,317

Cost of sales
  
(38,020,506)
(33,427,707)

Gross profit
  
24,435,259
20,161,610

Administrative expenses
  
(16,169,883)
(15,239,273)

Exceptional administrative expenses
 5 
(139,494)
(35,282)

Impairment loss
 5 
-
(44,346)

Other operating income
 6 
-
625

Fair value movements
 7
(1,756,893)
-

Operating profit
 8 
6,368,989
4,843,334

Income from fixed assets investments
 12 
1,483,472
-

Interest receivable and similar income
 13 
40,219
-

Interest payable and similar expenses
 14 
(49,179)
(150,401)

Profit before tax
  
7,843,501
4,692,933

Tax on profit
 15 
(2,700,176)
(1,298,745)

Profit for the financial year
  
5,143,325
3,394,188

Profit for the year attributable to:
  

  

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 19 to 43 form part of these financial statements.

- 12 -

 
MRA UK INVESTMENTS LIMITED
REGISTERED NUMBER: 11399150

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 16 
430,353
530,645

Tangible assets
 17 
38,137,734
37,811,903

Investments
 18 
25,402,564
-

  
63,970,651
38,342,548

Current assets
  

Stocks
 19 
326,510
263,911

Debtors: amounts falling due within one year
 20 
8,250,803
8,540,113

Cash at bank and in hand
 21 
18,772,719
5,625,984

  
27,350,032
14,430,008

Creditors: amounts falling due within one year
 22 
(42,810,638)
(9,479,742)

Net current (liabilities)/assets
  
 
 
(15,460,606)
 
 
4,950,266

Total assets less current liabilities
  
48,510,045
43,292,814

Provisions for liabilities
  

Deferred tax
 24 
(972,651)
(898,745)

Net assets
  
47,537,394
42,394,069


Capital and reserves
  

Called up share capital 
 25 
100
400,202

Merger relief reserve
 26 
38,000,100
37,599,998

Profit and loss account
 26 
9,537,194
4,393,869

  
47,537,394
42,394,069


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 December 2024.




N Kelly
Director

- 13 -

 
MRA UK INVESTMENTS LIMITED
REGISTERED NUMBER: 11399150

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 17 
242
1,781

Investments
 18 
69,753,393
44,350,829

  
69,753,635
44,352,610

Current assets
  

Debtors: amounts falling due within one year
 20 
1,121,894
1,029,967

Cash at bank and in hand
 21 
9,469,942
29,085

  
10,591,836
1,059,052

Creditors: amounts falling due within one year
 22 
(45,488,095)
(8,255,221)

Net current liabilities
  
 
 
(34,896,259)
 
 
(7,196,169)

Total assets less current liabilities
  
34,857,376
37,156,441

  

Provisions for liabilities
  

Deferred taxation
 24 
(61)
(445)

Net assets
  
34,857,315
37,155,996


Capital and reserves
  

Called up share capital 
 25 
100
400,202

Merger relief reserve
 26 
38,000,100
37,599,998

Profit and loss account
 26 
(3,142,885)
(844,204)

  
34,857,315
37,155,996


The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit/loss after tax of the Parent Company for the period was loss of £2,298,681 (2023: profit of £213,031).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 December 2024.

N Kelly
Director

The notes on pages 19 to 43 form part of these financial statements.

- 14 -

 
MRA UK INVESTMENTS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024


Called up share capital
Merger relief reserve
Profit and loss account
Total equity

£
£
£
£


At 1 July 2022
400,202
37,599,998
999,681
38,999,881


Comprehensive income for the year

Profit for the year
-
-
3,394,188
3,394,188
Total comprehensive income for the year
-
-
3,394,188
3,394,188



At 1 July 2023
400,202
37,599,998
4,393,869
42,394,069


Comprehensive income for the year

Profit for the year
-
-
5,143,325
5,143,325
Total comprehensive income for the year
-
-
5,143,325
5,143,325

Restatement of reserves
(400,102)
400,102
-
-


At 30 June 2024
100
38,000,100
9,537,194
47,537,394


The notes on pages 19 to 43 form part of these financial statements.

- 15 -

 
MRA UK INVESTMENTS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024


Called up share capital
Merger relief reserve
Profit and loss account
Total equity

£
£
£
£


At 1 July 2022
400,202
37,599,998
(1,057,235)
36,942,965


Comprehensive income for the year

Profit for the year
-
-
213,031
213,031
Total comprehensive income for the year
-
-
213,031
213,031



At 1 July 2023
400,202
37,599,998
(844,204)
37,155,996


Comprehensive expense for the year

Loss for the year
-
-
(2,298,681)
(2,298,681)
Total comprehensive expense for the year
-
-
(2,298,681)
(2,298,681)

Restatement of reserves
(400,102)
400,102
-
-


At 30 June 2024
100
38,000,100
(3,142,885)
34,857,315


The notes on pages 19 to 43 form part of these financial statements.

- 16 -

 
MRA UK INVESTMENTS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
5,143,325
3,394,188

Adjustments for:

Amortisation of intangible assets
100,292
250,424

Depreciation of tangible assets
1,931,450
1,741,880

Loss on disposal of tangible assets
(832)
(14,308)

Impairment loss on intangible assets
-
44,346

Interest paid
49,179
150,401

Interest received
(40,219)
-

Taxation charge
2,700,176
1,298,745

(Increase)/decrease in stocks
(62,599)
16,296

Net fair value losses
1,756,893
-

Decrease/(increase) in debtors
1,286,432
(199,428)

(Decrease) in creditors
(330,262)
(442,727)

Corporation tax (paid)
(3,997,915)
(129,483)

Dividends (received)
(1,483,472)
-

Foreign exchange movement
311,017
-

Net cash generated from operating activities

7,363,465
6,110,334


Cash flows from investing activities

Purchase of tangible fixed assets
(2,350,726)
(3,128,495)

Sale of tangible fixed assets
94,277
60,493

Purchase of listed investments
(28,238,324)
-

Interest received
40,219
-

Dividends received
1,483,472
-

Net cash from investing activities

(28,971,082)
(3,068,002)
- 17 -

 
MRA UK INVESTMENTS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024


2024
2023

£
£



Cash flows from financing activities

Movement on loan amounts
34,803,531
(4,422,268)

Interest paid
(49,179)
(150,401)

Net cash used in financing activities
34,754,352
(4,572,669)

Net increase/(decrease) in cash and cash equivalents
13,146,735
(1,530,337)

Cash and cash equivalents at beginning of year
5,625,984
7,156,321

Cash and cash equivalents at the end of year
18,772,719
5,625,984


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
18,772,719
5,625,984


The notes on pages 19 to 43 form part of these financial statements.

- 18 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.


General information

MRA UK Investments Limited ("the Company") is a private company limited by shares, incorporated in the United Kingdom and registered in England & Wales, registered number 11399150. The registered office is Alexander House, Highfield Park, Llangwyfan, Denbighshire, LL16 4LU.

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 Statement of Comprehensive Income 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 Statement of Financial Position, 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 Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

Liquidity is managed on a group wide basis with the Group currently not being reliant on third party finance and does not expect to be so for the foreseeable future. The board has considered the Group's and the Company's future trading and cash flows for the foreseeable future, taking into account reasonably possible changes in trading performance, and has concluded that the Group has adequate resources to continue in operational existence for the foreseeable future. The financial statements are thus prepared on a going concern basis.
The Group remains both profitable and in a net asset position.
The Directors consider the Group to be resilient and able to respond to any adverse effects in order to minimise the impact on the financial performance of the Group.

- 19 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

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 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'.

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.

- 20 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

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.

 
2.6

Interest income

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

 
2.7

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.

- 21 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.8

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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.9

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 reporting 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 reporting 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 reporting date.

 
2.10

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.

- 22 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.11

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 Statement of Comprehensive Income over its useful economic life.

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

 
2.12

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, on the following bases.

Depreciation is provided on the following basis:

Freehold property
-
50 years straight line
Plant & machinery
-
5 years reducing balance
Motor vehicles
-
5 years straight line
Fixtures & fittings
-
3-5 years straight line
Assets under construction
-
nil

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.

- 23 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.13

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting 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 reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.15

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 reporting 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.

 
2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. 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.

 
2.17

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.

 
2.18

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.

- 24 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.19

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.

 
2.20

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 Statement of Financial Position 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.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
 
- 25 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)


2.20
Financial instruments (continued)


Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

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.

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.
 
- 26 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)


2.20
Financial instruments (continued)


Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

- 27 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In applying the Group's accounting policies, the directors are required to make judgments, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgments, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Critical judgments in applying the Group's accounting policies
The critical judgments that the directors have made in the process of applying the Group's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
Assessing indicators of impairment
In assessing whether there have been any indicators of impaired assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. 
Key sources of estimation uncertainty
The directors do not consider there to be any key assumptions concerning the future and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Determining residual values and useful economic lives of tangible fixed assets
The Group depreciates tangible assets over their estimated useful lives. The estimation of the useful lives of assets is based on the historic performance as well as expectation about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, product life cycles an maintenance programs. 
Judgment is applied by management when determining the residual value for plant, machinery and equipment. When determining the residual value, management aim to assess the amount that the Company would currently obtain for the disposal of the asset if it were already of the condition expected at the end of its useful life. Where possible this is done with reference to external market place.


4.


Turnover

All turnover arose within the United Kingdom.

- 28 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

5.


Exceptional items

2024
2023
£
£


Redundancy pay
139,494
-

Exceptional COVID-19 costs
-
(28,489)

Exceptional employee legal claim settlement
-
63,771

Impairment loss
-
44,346

139,494
79,628

Impairment loss recognised in prior year relates to the impairment of Goodwill. 


6.


Other operating income

2024
2023
£
£

Other operating income
-
625



7.


Fair value movements

2024
2023
£
£

Fair value movements
1,756,893
-


Included in fair value movements is a loss of £2,524,743 (2023: £Nil) in relation to listed investments held by the Company/Group (note 18) and a gain of £767,850 (2023: £Nil) in relation to financial instruments held by the Company/Group (note 20).


8.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Exchange differences arising from trade
74,499
-

Exchange differences from the revaluation of investments
311,017
-

Other operating lease rentals
181,262
215,630

(Profit) on sale of assets
(832)
(18,011)

Depreciation
1,931,450
1,741,880

Amortisation
250,434
250,424

- 29 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

9.


Auditor's remuneration

During the year, the Group obtained the following services from the Group's auditor:


2024
2023
£
£

Fees payable to the Group's auditor for the audit of the consolidated and parent Company's financial statements
7,389
7,036

Fees payable to the Group's auditor in respect of:

The auditing of accounts of subsidiaries of the Group
99,712
94,964

Taxation compliance services
26,850
24,975

All non-audit services not included above
40,454
45,210


10.


Employees

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


Group
Group
2024
2023
£
£


Wages and salaries
33,805,488
26,466,954

Social security costs
3,075,560
2,418,606

Cost of defined contribution scheme
595,569
474,427

37,476,617
29,359,987


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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Service management and care staff
987
854
-
-



Management and administration
163
163
-
-



Directors
8
8
2
2

1,158
1,025
2
2

- 30 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

11.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
1,117,995
216,667

Group contributions to defined contribution pension schemes
219
1,426

1,118,214
218,093


During the year retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £1,117,995 (2023 - £216,667).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £219 (2023 - £1,426).


12.


Income from investments

2024
2023
£
£



Dividends received from unlisted investments
1,483,472
-



13.


Interest receivable

2024
2023
£
£


Other interest receivable
40,219
-


14.


Interest payable and similar expenses

2024
2023
£
£


Other interest payable
49,179
150,401

- 31 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

15.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
2,320,400
1,267,442

Adjustments in respect of previous periods
(6,784)
(129,483)


2,313,616
1,137,959

Foreign tax


Foreign tax on income for the year
312,654
-

312,654
-

Total current tax
2,626,270
1,137,959

Deferred tax


Origination and reversal of timing differences
44,794
52,313

Adjustments in respect of previous periods
29,112
108,473

Total deferred tax
73,906
160,786


Tax on profit
2,700,176
1,298,745
- 32 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
 
15.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 20.5%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
7,843,501
4,692,933


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 20.5%)
1,960,875
962,051

Effects of:


Non-tax deductible amortisation of goodwill and impairment
21,787
48,644

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,383
245,448

Fixed asset differences
287,654
204,404

Adjustments to tax charge in respect of prior periods
(6,784)
(129,483)

Adjustments to tax charge in respect of prior periods - deferred tax
29,112
108,473

Non-taxable income
(370,868)
-

Fair value movements
439,223
-

Deferred tax not recognised
57,031
(183,005)

Foreign tax credits
312,653
-

Remeasurement of deferred tax for changes in tax rates
-
42,327

Other differences leading to an increase (decrease) in the tax charge
97,791
(114)

Group relief
(129,681)
-

Total tax charge for the year
2,700,176
1,298,745


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

- 33 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

16.


Intangible assets

Group





Goodwill

£



Cost


At 1 July 2023
2,504,236



At 30 June 2024

2,504,236



Amortisation


At 1 July 2023
1,973,591


Charge for the year
100,292



At 30 June 2024

2,073,883



Net book value



At 30 June 2024
430,353



At 30 June 2023
530,645



- 34 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

17.


Tangible fixed assets

Group






Freehold property
Plant & machinery
Motor vehicles
Fixtures & fittings
Assets under construction
Total

£
£
£
£
£
£



Cost


At 1 July 2023
40,705,150
63,414
1,608,652
12,061,000
2,844,504
57,282,720


Additions
455,153
-
519,817
467,427
908,329
2,350,726


Disposals
(1,998)
-
(129,515)
(20,695)
-
(152,208)


Transfers between classes
-
-
-
139,953
(139,953)
-



At 30 June 2024

41,158,305
63,414
1,998,954
12,647,685
3,612,880
59,481,238



Depreciation


At 1 July 2023
8,283,605
63,414
766,994
10,129,076
227,728
19,470,817


Charge for the year
942,355
-
277,166
711,929
-
1,931,450


Disposals
(676)
-
(53,513)
(4,574)
-
(58,763)



At 30 June 2024

9,225,284
63,414
990,647
10,836,431
227,728
21,343,504



Net book value



At 30 June 2024
31,933,021
-
1,008,307
1,811,254
3,385,152
38,137,734



At 30 June 2023
32,421,545
-
841,658
1,931,924
2,616,776
37,811,903

Included in freehold property is freehold land at cost of £2,055,670 (2023: £2,055,670), which is not depreciated. 

- 35 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

           17.Tangible fixed assets (continued)


Company






Fixtures & fittings

£

Cost 


At 1 July 2023
2,624



At 30 June 2024

2,624



Depreciation


At 1 July 2023
843


Charge for the year
1,539



At 30 June 2024

2,382



Net book value



At 30 June 2024
242



At 30 June 2023
1,781






- 36 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

18.


Fixed asset investments

Group





Listed investments

£



Cost or valuation


Additions
28,238,324


Foreign exchange movement
(311,017)


Revaluations
(2,524,743)



At 30 June 2024
25,402,564




Company





Investments in subsidiary companies
Listed investments
Total

£
£
£



Cost or valuation


At 1 July 2023
44,350,829
-
44,350,829


Additions
-
28,238,324
28,238,324


Foreign exchange movement
-
(311,017)
(311,017)


Fair value movement
-
(2,524,743)
(2,524,743)



At 30 June 2024
44,350,829
25,402,564
69,753,393




- 37 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

MRA Real Estate Limited
Ordinary
100%
Cosmotron Limited
Ordinary
100%
Mental Health Care (U.K) Limited
Ordinary
100%
Mental Health Care (Avalon) Limited*
Ordinary
100%
Mental Health Care (Clwyd) Limited*
Ordinary
100%
Mental Health Care (Community) Limited*
Ordinary
100%
Mental Health Care (Furze Mount) Limited*
Ordinary
100%
Mental Health Care (Grove Hall) Limited*
Ordinary
100%
Mental Health Care (Heswall) Limited*
Ordinary
100%
Mental Health Care (Highfield Park) Limited*
Ordinary
100%
Mental Health Care (Hoylake) Limited*
Ordinary
100%
Mental Health Care (New Hall) Limited*
Ordinary
100%
Mental Health Care (Newton House) Limited*
Ordinary
100%
Mental Health Care (Plas Coch) Limited
Ordinary
100%
Mental Health Care (Rockfield) Limited*
Ordinary
100%
Mental Health Care (St David's) Limited*
Ordinary
100%
Mental Health Care (Wirral) Limited*
Ordinary
100%
Senior Healthcare (UK) Limited
Ordinary
100%
Young Foundations Limited
Ordinary
100%
MHC (Health) Limited*
Ordinary
100%
MHC (Social Care) Limited*
Ordinary
100%

* held indirectly
All  subsidiaries have their registered office located at Alexander House Highfield Park, Llangwyfan, Denbighshire, LL16 4LU.
The following UK companies were exempt from the requirements relating to the audit of individual accounts by virtue of section 479A of the Companies Act 2006: 
MRA Real Estate Limited
Cosmotron Limited


19.


Stocks

Group
Group
2024
2023
£
£

Raw materials and consumables
326,510
263,911


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

- 38 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

20.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
5,558,298
6,517,377
-
-

Amounts owed by group undertakings
-
-
349,428
660,057

Amounts owed by joint ventures and associated undertakings
776,117
1,162,547
-
345,038

Other debtors
67,833
104,158
128
23,792

Prepayments and accrued income
851,433
756,031
4,488
1,080

Tax recoverable
229,272
-
-
-

Financial instruments
767,850
-
767,850
-

8,250,803
8,540,113
1,121,894
1,029,967


Amounts owed by group undertakings are interest free and repayable on demand.


21.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
18,772,719
5,625,984
9,469,942
29,085


- 39 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

22.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Trade creditors
1,083,338
1,546,713
27
563

Amounts owed to group undertakings
-
-
8,972,226
6,763,716

Amounts owed to other participating interests
-
-
41,392
-

Corporation tax
-
1,142,373
-
-

Other taxation and social security
828,478
769,100
-
-

Other creditors
38,404,144
3,660,353
36,230,099
1,426,455

Accruals and deferred income
2,494,678
2,361,203
244,351
64,487

42,810,638
9,479,742
45,488,095
8,255,221


Within the Group Other creditors there is an amount of £38,011,598 (2023: £3,208,067) that relates to Director's loan account. In the Company Other Creditors the amount relating to Director's loan accounts is £36,220,581 (2023: £1,417,050).
Amounts owed to group undertakings are interest free and repayable on demand. 


23.


Financial instruments

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Financial assets

Financial assets measured at fair value through profit or loss
767,850
-
767,850
-




Financial assets that are measured at fair value through profit and loss comprise financial instruments. 

- 40 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

24.


Deferred taxation


Group



2024
2023


£

£






At beginning of year
(898,745)
(737,959)


Charged to profit or loss
(73,906)
(160,786)



At end of year
(972,651)
(898,745)

Company


2024
2023


£

£






At beginning of year
(445)
(219)


Charged to profit or loss
384
(226)



At end of year
(61)
(445)

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Fixed asset differences
(1,101,751)
(1,026,127)
(61)
(445)

Losses and other deductions
117,592
117,592
-
-

Short term timing differences
11,508
9,790
-
-

(972,651)
(898,745)
(61)
(445)

- 41 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

25.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



50 (2023 - 200,151) Ordinary shares of £1.00 each
50
200,151
50 (2023 - 200,051) Redeemable shares of £1.00 each
50
200,051

100

400,202

Ordinary shares and Redeemable shares carry the same rights and rank pari passu in all aspects, including in respect of dividends, voting and on the return of capital.



26.


Reserves

Merger relief reserve

The merger relief reserve represents the cumulative reserve movement arising from business combinations. 

Profit & loss account

The profit & loss account comprises accumulated profits and losses less any dividends declared by the balance sheet date. 

27.


Analysis of net debt





At 1 July 2023
Cash flows
Other non-cash changes
At 30 June 2024
£

£

£

£

Cash at bank and in hand

5,625,984

13,146,735

-

18,772,719

Shareholder Loans

(3,208,067)

(34,803,531)

-

(38,011,598)

Currency forward

-

-

767,850

767,850


2,417,917
(21,656,796)
767,850
(18,471,029)


28.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £595,569 (2023: £474,427). Contributions totalling £128,923 (2023: £125,315) were payable to the fund at the reporting date and are included in creditors.

- 42 -

 
MRA UK INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

29.


Commitments under operating leases

At 30 June 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
52,515
74,966

Later than 1 year and not later than 5 years
109,558
164,818

162,073
239,784

30.


Related party transactions

The Group have taken advantage of the exemption available under Financial Reporting Standard 102 section 33 relating to the disclosure of related party transactions between wholly owned group companies. 
At year end, the Group was owed £776,117 (2023: £1,162,547) from MRA Professional Services Group Limited, an entity under common control. 
Total remuneration received by key management personnel in the year amounted to £1,887,051 (2023: £941,556).


31.


Post balance sheet events

Post year end on 18 July 2024, the Company issued 26,249,950 Redeemable shares at par value. Subsequent to this on 31 July 2024 the Company reduced through resolution the Redeemable shares to Nil.
On 18 July 2024, the Group finalised the purchase of a new property. The purchase price of the property was £2,651,228.
Post year end a subsidiary of the Group, Mental Health Care (St David's) Limited, ceased its previous trading activities.


32.


Controlling party

As at 30 June 2024 the Company's ultimate controlling party was Mr M Adey.

- 43 -