Company registration number 03710803 (England and Wales)
MBA MICHAEL BAILEY ASSOCIATES PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
MBA MICHAEL BAILEY ASSOCIATES PLC
COMPANY INFORMATION
Directors
Ms A M Garlick
Mr M L Garlick
Secretary
Mr S Bahra
Company number
03710803
Registered office
12 Brook House
Chapel Place
Rivington Street
London
EC2A 3SJ
Auditor
Kirk Rice LLP
Zeeta House
200 Upper Richmond Road
Putney
London
United Kingdom
SW15 2SH
MBA MICHAEL BAILEY ASSOCIATES PLC
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 21
Detailed profit and loss account
22 - 23
MBA MICHAEL BAILEY ASSOCIATES PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Fair review of the business

During the year the company provided management and support services to its subsidiaries from its offices in London. The team in London, including the directors, provided services including strategic and commercial leadership, accounting and personnel support, marketing support and support in identifying and managing personnel for local customers.

Principal risks and uncertainties

As the principal activity of MBA Michael Bailey Associates PLC is that of a service provider exclusively to subsidiaries of the group, the principal risks are similar to group, mainly being foreign exchange and and the general economic conditions on the company and group as a whole. Our contractors and their assignments have been affected, although the delivery of these services has had to adapt to a more remote way of working. As part of all of this, we are closely monitoring our operations and cashflow on a regular basis to ensure we identify any potential issues.

 

We, as a Board are closely monitoring the impact of the current economic climate and effect it will have on the Group in the UK and the other countries it operates within. Despite the challenges presented by the economy, we remain in a sound financial position with strong reserves and strength in our customer base.

 

The key financial performance indicators have been listed below.

Development and performance

The directors are confident that the subsidiary companies will continue to be profitable in future years. Whilst there is a risk that profitability may be affected by competition in the market and the current economic conditions, the directors believe that the relationships in place will ensure that profitability is maintained and the value of investments should not be impaired.

Financial KPI's

The revenue generated in 2023 was €1,301,163 (2022: €1,633,438). Operating margin has increased in the year to 11.70% (2022: 6.78%) before taking account of write offs.

 

Operating profit has increased to €152,240 (2022: €110,769).

 

Net assets at balance sheet date were €7,047,871 (2022: €7,041,786).

Statement by the directors relating to their statutory duties under section S(172) of the Companies Act 2006

The directors, in line with their duties under s172 of the Companies Act 2006, act individually and collectively in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its stakeholders, and in doing so have regard, amongst other matters, to the:

MBA MICHAEL BAILEY ASSOCIATES PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

On behalf of the board

Mr M L Garlick
Director
26 February 2025
MBA MICHAEL BAILEY ASSOCIATES PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

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

Principal activities

The principal activities continued to be that of holding company of a trading group that provides IT Consultants on a contract and permanent basis. In it's role as holding company, the company provides management and support services to its subsidiaries.

Results and dividends

The results for the year are set out on page 8.

During the year ordinary dividends of nil were paid (2022: 10,388,133).

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Ms A M Garlick
Mr M L Garlick
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Auditor

Kirk Rice LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

MBA MICHAEL BAILEY ASSOCIATES PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of principal risks and uncertainties.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Mr M L Garlick
Director
26 February 2025
MBA MICHAEL BAILEY ASSOCIATES PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MBA MICHAEL BAILEY ASSOCIATES PLC
- 5 -
Opinion

We have audited the financial statements of MBA Michael Bailey Associates Plc (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

MBA MICHAEL BAILEY ASSOCIATES PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MBA MICHAEL BAILEY ASSOCIATES PLC
- 6 -
Matters on which we are required to report by exception

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

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or 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.

The extent to which the audit was considered capable of detecting irregularities including fraud

Our audit approach was developed by obtaining an understanding of the Company's activities, the key functions undertaken on behalf of the Board by management and by service organisations, and the overall control environment. Based on this understanding we assessed those aspects of the Company's transactions and balances which were most likely to give rise to a material misstatement and were most susceptible to irregularities including fraud or error. Specifically, we identified what we considered to be key audit risks and planned our approach accordingly.

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with Companies Act 2006 and FRS 102.

We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion.

MBA MICHAEL BAILEY ASSOCIATES PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MBA MICHAEL BAILEY ASSOCIATES PLC
- 7 -

We focused on laws and regulations that could give rise to a material misstatement in the company financial statements. Our tests included, but were not limited to:

 

-              agreement of the financial statements disclosures to underlying supporting documentation;

-              enquiries of management;

-              considering the effectiveness of control environment in monitoring compliance with laws and regulations.

 

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. As in all of our audits we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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

Kalbinder Sanghera
Senior Statutory Auditor
For and on behalf of Kirk Rice LLP
26 February 2025
Statutory Auditor
Zeeta House
200 Upper Richmond Road
Putney
London
United Kingdom
SW15 2SH
MBA MICHAEL BAILEY ASSOCIATES PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
Turnover
3
1,301,163
1,633,438
Administrative expenses
(1,148,923)
(1,522,669)
Operating profit
4
152,240
110,769
Interest receivable and similar income
7
-
0
6,300,147
Interest payable and similar expenses
8
(3,215)
(818)
Amounts written off investments
(105,245)
(12,400)
Profit before taxation
43,780
6,397,698
Tax on profit
9
(22)
(21,472)
Profit for the financial year
43,758
6,376,226
MBA MICHAEL BAILEY ASSOCIATES PLC
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
Fixed assets
Investments
12
1,924,460
2,029,703
Current assets
Debtors
14
13,781,646
13,241,265
Cash at bank and in hand
158,482
53,155
13,940,128
13,294,420
Creditors: amounts falling due within one year
15
(8,779,044)
(8,282,337)
Net current assets
5,161,084
5,012,083
Net assets
7,085,544
7,041,786
Capital and reserves
Called up share capital
18
794,068
794,068
Capital redemption reserve
5,678,874
5,678,874
Profit and loss reserves
612,602
568,844
Total equity
7,085,544
7,041,786
The financial statements were approved by the board of directors and authorised for issue on 26 February 2025 and are signed on its behalf by:
Mr M L Garlick
Director
Company registration number 03710803 (England and Wales)
MBA MICHAEL BAILEY ASSOCIATES PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
Balance at 1 January 2022
794,068
5,678,874
4,580,751
11,053,693
Year ended 31 December 2022:
Profit and total comprehensive income
-
-
6,376,226
6,376,226
Dividends
10
-
-
(10,388,133)
(10,388,133)
Balance at 31 December 2022
794,068
5,678,874
568,844
7,041,786
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
43,758
43,758
Balance at 31 December 2023
794,068
5,678,874
612,602
7,085,544
MBA MICHAEL BAILEY ASSOCIATES PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
1
Accounting policies
Company information

MBA Michael Bailey Associates Plc is a private company limited by shares incorporated in England and Wales. The registered office is 12 Brook House, Chapel Place, Rivington Street, London, EC2A 3SJ.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in Euro, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of MBA Holding Company 3 Limited (ultimate parent company). These consolidated financial statements are available from its registered office, 12 Brook House, Chapel Place, Rivington Street, London, EC2A 3SJ.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover represents management charges levied on group subsidiaries for services provided during the financial year, recorded at the transaction price, excluding value-added tax (VAT) and other applicable taxes. Revenue is recognised when the services have been provided, the consideration is measurable, and it is probable that economic benefits will flow to the company.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

MBA MICHAEL BAILEY ASSOCIATES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

MBA MICHAEL BAILEY ASSOCIATES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 a 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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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 creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

MBA MICHAEL BAILEY ASSOCIATES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

MBA MICHAEL BAILEY ASSOCIATES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.13
Foreign exchange

Transactions in currencies other than Euro are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.14

Admin expenses

Expenses are recorded as incurred and predominantly consist of rent, staff cost, IT cost, insurance and legal and professional cost.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover and other revenue
2023
2022
Turnover analysed by class of business
Management fees
1,301,163
1,633,438
MBA MICHAEL BAILEY ASSOCIATES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 16 -
2023
2022
Turnover analysed by geographical market
United Kingdom
377,059
418,020
Europe
924,104
1,215,418
1,301,163
1,633,438
2023
2022
Other revenue
Interest income
-
147
Dividends received
-
6,300,000
4
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
Exchange gains
(125,021)
(1,573)
Fees payable to the company's auditor for the audit of the company's financial statements
30,768
29,531

The auditor's remuneration above reflects the audit fees for MBA Plc only. The audit fees for the group as a whole are shown in the financial statements of MBA Holding Company 3 Limited.

5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
9
12

Their aggregate remuneration comprised:

2023
2022
Wages and salaries
589,374
613,743
Social security costs
68,496
73,750
Pension costs
9,820
8,607
667,690
696,100
6
Directors' remuneration
MBA MICHAEL BAILEY ASSOCIATES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Directors' remuneration
(Continued)
- 17 -

No remuneration was paid to the directors for either 2023 or 2022.

7
Interest receivable and similar income
2023
2022
Interest income
Interest on bank deposits
-
0
147
Income from fixed asset investments
Income from shares in group undertakings
-
0
6,300,000
Total income
-
0
6,300,147
2023
2022
Investment income includes the following:
Interest on financial assets not measured at fair value through profit or loss
-
0
147
8
Interest payable and similar expenses
2023
2022
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
3,215
-
Other finance costs:
Other interest
-
0
818
3,215
818
9
Taxation
2023
2022
Current tax
UK corporation tax on profits for the current period
22
21,472
MBA MICHAEL BAILEY ASSOCIATES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Taxation
(Continued)
- 18 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
Profit before taxation
43,780
6,397,698
Expected tax charge based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
10,288
1,215,562
Tax effect of expenses that are not deductible in determining taxable profit
27,374
2,910
Tax effect of income not taxable in determining taxable profit
-
0
(1,197,000)
Group relief
(37,635)
-
0
Foreign exchange differences
(5)
-
0
Taxation charge for the year
22
21,472
10
Dividends
2023
2022
Interim paid
-
0
10,388,133
11
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2023
2022
Notes
In respect of:
Investments in subsidiaries
12
105,245
12,400
Recognised in:
Amounts written off investments
105,245
12,400

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

12
Fixed asset investments
2023
2022
Notes
Investments in subsidiaries
13
1,924,460
2,029,703
MBA MICHAEL BAILEY ASSOCIATES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
12
Fixed asset investments
(Continued)
- 19 -
Movements in fixed asset investments
Shares in subsidiaries
Cost or valuation
At 1 January 2023 & 31 December 2023
2,042,103
Impairment
At 1 January 2023
12,400
Impairment losses
105,243
At 31 December 2023
117,643
Carrying amount
At 31 December 2023
1,924,460
At 31 December 2022
2,029,703
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
MBA Michael Bailey Associates (Switzerland) AG*
Switzerland
Ordinary
100.00
-
MBA Michael Bailey Associates BV*
The Netherlands
Ordinary
100.00
-
MBA Michael Bailey Associates GmbH*
Germany
Ordinary
100.00
-
MBA Michael Bailey Associates SPRL*
Belgium
Ordinary
100.00
-
MBA Michael Bailey Associates UK Limited**
England and Wales
Ordinary
100.00
-
Michael Bailey Associates Limited*
England and Wales
Ordinary
100.00
-
MBA Michael Bailey Associates Recruitment Limited*
Ireland
Ordinary
100.00
-
MBA Michael Bailey Associates Project Services Limited**
Ireland
Ordinary
100.00
-
MBA Michael Bailey Associates Holding BV***
The Netherlands
Ordinary
100.00
-
MBA Michael Bailey Associates Project Services BV**
The Netherlands
Ordinary
-
100.00
MBA Michael Bailey Associates Recruitment BV*
The Netherlands
Ordinary
-
100.00
MBA Michael Bailey Associates Project Services AG*
Switzerland
Ordinary
100.00
-

* The nature of these businesses is that of IT consultancy.

**The nature of this business is that of IT and Telecoms consultancy.

***The nature of this business is that of a holding company.

MBA MICHAEL BAILEY ASSOCIATES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
14
Debtors
2023
2022
Amounts falling due within one year:
Amounts owed by group undertakings
13,691,793
13,175,418
Other debtors
46,314
59,656
Prepayments and accrued income
43,539
6,191
13,781,646
13,241,265
15
Creditors: amounts falling due within one year
2023
2022
Trade creditors
36,867
49,206
Amounts owed to group undertakings
8,600,972
8,035,147
Corporation tax
21,901
21,472
Other taxation and social security
18,377
21,228
Accruals and deferred income
100,927
155,284
8,779,044
8,282,337
16
Loans and overdrafts

There are fixed and floating charges over all the assets of this company as security for bank facilities available to the company and other group companies and this includes this company.

 

A company within the group has entered into a bank Composite Accounting Agreement with certain other group companies whereby each company has provided a guarantee that enables the bank to set-off interest and debit and credit balances held by each of the companies in certain circumstances.

17
Retirement benefit schemes
2023
2022
Defined contribution schemes
Charge to profit or loss in respect of defined contribution schemes
9,820
8,607

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

18
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
Issued and fully paid
of 14p each
3,777,503
3,777,503
794,068
794,068
MBA MICHAEL BAILEY ASSOCIATES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
19
Ultimate controlling party

MBA Michael Bailey Associates PLC is a wholly owned subsidiary of Metroyard Limited and the ultimate controlling party is MBA Holding Company 3 Limited and the results of MBA Michael Bailey Associates PLC are included in the consolidated financial statements of MBA Holding Company 3 Limited which are available from 12 Brook House, Chapel Place, Rivington Street, London, EC2A 3SJ. MBA Holding Company 3 Limited is controlled by M Garlick, a company director.

20
Related party transactions

During the year, €57,161 (2022: €169,658) of rent and service charge was paid to M Garlick, a director of the company.

21
Subsequent Events

In October 2024, Michael Bailey Associates PLC paid a dividend of €3,674,622 to its shareholders. The dividend was declared after the year-end of 31 December 2023 and will affect the company’s financial position in the subsequent period.

 

On 25 October 2024, the ownership of MBA Michael Bailey Associates Holding BV was transferred from MBA Michael Bailey Associates plc to an entity owned by a director, resulting in the disposal of subsidiaries MBA Michael Bailey Associates Holding BV, MBA Michael Bailey Associates Project Services BV, and MBA Michael Bailey Associates Recruitment BV. The subsidiaries were disposed of for €13m, generating a profit on disposal of €12,997,500.

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