IRIS Accounts Production v24.3.2.46 14916619 Board of Directors 30.6.24 1.7.23 30.6.24 30.6.24 Medium entities These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. The principal activity of the group in the year under review was that of technical demolition, deconstruction, decontamination, remediation and earthworks. true true true false true true false false false false false false true false iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh149166192023-06-30149166192024-06-30149166192023-07-012024-06-30149166192022-06-30149166192022-07-012023-06-30149166192023-06-3014916619ns15:EnglandWales2023-07-012024-06-3014916619ns14:PoundSterling2023-07-012024-06-3014916619ns10:Director12023-07-012024-06-3014916619ns10:Consolidated2024-06-3014916619ns10:ConsolidatedGroupCompanyAccounts2023-07-012024-06-3014916619ns10:PrivateLimitedCompanyLtd2023-07-012024-06-3014916619ns10:Consolidatedns10:MediumEntities2023-07-012024-06-3014916619ns10:Consolidatedns10:Audited2023-07-012024-06-3014916619ns10:Medium-sizedCompaniesRegimeForDirectorsReport2023-07-012024-06-3014916619ns10:Medium-sizedCompaniesRegimeForAccounts2023-07-012024-06-3014916619ns10:Consolidated2023-07-012024-06-3014916619ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForDirectorsReport2023-07-012024-06-3014916619ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForAccounts2023-07-012024-06-3014916619ns10:FullAccounts2023-07-012024-06-3014916619ns5:Subsidiary12023-07-012024-06-3014916619ns5:Subsidiary22023-07-012024-06-3014916619ns5:Subsidiary32023-07-012024-06-301491661912023-07-012024-06-3014916619ns10:Director22023-07-012024-06-3014916619ns10:Director32023-07-012024-06-3014916619ns10:RegisteredOffice2023-07-012024-06-3014916619ns10:Consolidated2022-07-012023-06-3014916619ns5:CurrentFinancialInstruments2024-06-3014916619ns5:CurrentFinancialInstruments2023-06-3014916619ns5:Non-currentFinancialInstruments2024-06-3014916619ns5:Non-currentFinancialInstruments2023-06-3014916619ns5:ShareCapital2024-06-3014916619ns5:ShareCapital2023-06-3014916619ns5:RetainedEarningsAccumulatedLosses2024-06-3014916619ns5:RetainedEarningsAccumulatedLosses2023-06-3014916619ns5:ShareCapital2023-07-012024-06-3014916619ns5:RetainedEarningsAccumulatedLosses2023-07-012024-06-301491661912023-07-012024-06-3014916619ns5:NetGoodwill2023-07-012024-06-3014916619ns5:IntangibleAssetsOtherThanGoodwill2023-07-012024-06-3014916619ns5:AdditionsToInvestments2024-06-3014916619ns5:CostValuation2024-06-30149166191ns5:Subsidiary12023-07-012024-06-3014916619ns5:Subsidiary12024-06-3014916619ns5:Subsidiary12023-06-3014916619ns5:Subsidiary12022-07-012023-06-3014916619ns5:Subsidiary232023-07-012024-06-3014916619ns5:Subsidiary22024-06-3014916619ns5:Subsidiary22023-06-3014916619ns5:Subsidiary22022-07-012023-06-30149166195ns5:Subsidiary32023-07-012024-06-3014916619ns5:Subsidiary32024-06-3014916619ns5:Subsidiary32023-06-3014916619ns5:Subsidiary32022-07-012023-06-3014916619ns5:WithinOneYearns5:CurrentFinancialInstruments2024-06-3014916619ns5:WithinOneYearns5:CurrentFinancialInstruments2023-06-30
REGISTERED NUMBER: 14916619 (England and Wales)















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 30 June 2024

for

MRM Group Holdings Limited

MRM Group Holdings Limited (Registered number: 14916619)






Contents of the Consolidated Financial Statements
for the Year Ended 30 June 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 6

Consolidated Income Statement 10

Consolidated Other Comprehensive Income 11

Consolidated Balance Sheet 12

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Cash Flow Statement 16

Notes to the Consolidated Cash Flow Statement 17

Notes to the Consolidated Financial Statements 19


MRM Group Holdings Limited

Company Information
for the Year Ended 30 June 2024







DIRECTORS: R Dolman
M D Munro
M W Henderson





REGISTERED OFFICE: 36 Main Street
Carlton
Nuneaton
Warwickshire
CV13 0EZ





REGISTERED NUMBER: 14916619 (England and Wales)





AUDITORS: Torr Waterfield Limited
Statutory Auditor
Park House
37 Clarence Street
Leicester
Leicestershire
LE1 3RW

MRM Group Holdings Limited (Registered number: 14916619)

Group Strategic Report
for the Year Ended 30 June 2024

The directors present their strategic report of the company and the group for the year ended 30 June 2024.

MRM Group Holdings Limited is a holding company. The principal purpose of the group business is to conduct services across all disciplines within the enabling sector, comprising of demolition, deconstruction, remediation, earthworks, and haulage.

REVIEW OF BUSINESS
In this period MRM Group continues to embed itself within the sector and it has maintained its strong position as an enabling partner within the construction sector.

The Group's concerted efforts in developing partnerships across the sector, have secured a healthy pipeline for the year. This tied in with the focus on its varied sales mix has delivered a strong turnover amidst a turbulent market. Key decisions on the shape of the business's resources have set a great foundation to deliver a flexible and diverse offering. This has equipped the business to ride the market conditions that have impacted many other businesses across the sector.

Strategically the Directors see these results and the subsequent successes a direct result of its strategy and its investment in the Senior Management Team, project team and commercial teams.

MRM continues to push on the development of its people and processes, driving as a leader and innovator across all its services within the enabling sector.


MRM Group Holdings Limited (Registered number: 14916619)

Group Strategic Report
for the Year Ended 30 June 2024

PRINCIPAL RISKS AND UNCERTAINTIES
Strategic management of risk and opportunity is at the front of the Director's agenda, and this is intertwined in all aspects of the business strategy and day to day management. The group's Senior Management Team meets monthly to consider the likelihood and possible impact of risks facing the business, and where necessary acts to mitigate the risks. The principal risks and uncertainties facing the business are:

Competition
The current landscape for contracting within the sector has proved to be extremely competitive within the year. The Directors believe that the current focus on a diverse sales mix and provision of a quality offering has placed the business in a secure position within the marketplace. The group has secured several strategic frameworks which help to mitigate the risks from competition. MRM has also established itself as a reliable and fair business with integrity in terms of competition. With strong values and robust processes to prevent anti-competitive practices, the business has secured strong client relationships and a large number of repeat customers.

Economical
The UK wide economical & political climate poses significant risk and opportunity for the sector. The business actively reviews these and forms its strategy to maximise and mitigate the effects to the business and its profitability. The impact from these risks materialise in material cost fluctuations to the business, such as fuel,and heavy fluctuation in project revenues resulting from material recovery (scrap metal recovery). The business has focused on implementing robust controls to manage these at both global and project level.

Financial
With the current climate, credit risk within contracting is a key risk. This has directed the group to focus
on forming partnerships both with its clients and its supply chain. The directors have focused on working with larger clients and across a diverse client base and as such this risk is inherently lower. A large amount of our portfolio is also generally geared towards public sector clients.

Liquidity risk is a key risk within the contracting sector. The group mitigates liquidity risk through weekly working capital reviews with its management team and operates disciplined credit control procedures. The company is also subject to price risk of scrap metal and part of the forward order book will always have an element of exposure to market volatilities. This is actively managed through active reviews of the market rates and competitive procurement for key material costs.

People
The Directors 5-year plan focuses on the importance of its people. A significant proportion of the group's employees are skilled operatives, and being able to retain and attract sufficient numbers is essential to maintaining the growth of the business. In addition to the competencies of its people, the people values required for the business are key to its success.

The required set of core skills is also vital to the delivery of our specialist projects and undertakings. As such the group has acquired a strong set of new staff, delivered an apprenticeship programme, and heavily invested in training and development of existing staff. This has seen an increase in capability and
competence within the business both at operational and managerial level.


MRM Group Holdings Limited (Registered number: 14916619)

Group Strategic Report
for the Year Ended 30 June 2024

FINANCIAL KEY PERFORMANCE INDICATORS
The Directors have set a continual improvement which has led to a performance driven business. The
business works with a number of key performance indicators (KPI's) and the management team measure and review the movements in these on a regular basis. The main KPIs are as follows:

Cash - the business monitors and forecast this on a regular basis, not only with short term tactical cash flows but also in its medium and longer terms forecasting and reporting process. We continue to work very closely with our bankers with whom we share our regular management information and enjoy a good working relationship.

Sales - we monitor our pipeline of enquiries and tenders in the market place as well as the jobs in progress very closely and we work in partnership with our major customers to understand their schedule of projects that are being planned in the short to medium term.

Profit - the business uses a comprehensive set of management information to monitor profitability, forecasting the medium to long term performance of the business, keeping tight controls on margin performance and cost control to underpin the long-term health of the business. This includes a thorough CVR process to understand the profitability of each contract. We have a policy of continuous review of management information used within the business and as a result continue to develop our reporting systems and processes.

QUALITY, HEALTH, SAFETY & ENVIRONMENT
The organisation has been (and continues to be) renowned for driving standards and innovation in the
industry. The Directors are committed to adopting and raising industry best practices for health, safety and the environment across the whole of the sector. Further, the company sets clear objectives and targets with the aim of ensuring continual improvement of its performance. The setting and focus on objectives for the quality of service are an intrinsic part of the business operating system. The system focuses on the impacts of our undertakings for all stakeholders including customers, employees, the surrounding environment and the surrounding communities.

The effectiveness of the system is regularly monitored (both internally and externally) to ensure the efficacy of the preventative and protective measures. This is also subject to continual review to ensure that it is in line with all ISO standards, industry best practice and legislative requirements.

FUTURE DEVELOPMENTS
The group continues to push as a leader and innovator in the demolition sector within the UK, whilst providing the highest standards of customer service.

ON BEHALF OF THE BOARD:





M W Henderson - Director


5 March 2025

MRM Group Holdings Limited (Registered number: 14916619)

Report of the Directors
for the Year Ended 30 June 2024

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

DIVIDENDS
The total distribution of dividends for the year ended 30 June 2024 will be £250,800.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 July 2023 to the date of this report.

R Dolman
M D Munro
M W Henderson

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 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 and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

ON BEHALF OF THE BOARD:





M W Henderson - Director


5 March 2025

Report of the Independent Auditors to the Members of
MRM Group Holdings Limited

Opinion
We have audited the financial statements of MRM Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
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 and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
MRM Group Holdings Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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 the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
MRM Group Holdings Limited


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

Extent to which the audit was considered capable of detecting irregularities, including fraud

The capability to detect irregularities is based on the auditor identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, and then designing and performing audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

a) Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, the following approach was taken:

- Understanding the nature of the industry and sector, control environment and business performance;
- Consideration of the results of our enquiries of management and those charged with governance
about their own identification and assessment of the risks of irregularities;
- Understanding the group's policies and procedures on compliance with laws and regulations and
management of fraud risk, including documentation of instances of non-compliance of laws and
regulations and instances of actual, suspected or alleged fraud;
- Consideration of matters discussed among the audit engagement team regarding how and where
fraud might occur in the financial statements and any potential indicators of fraud;
- Understanding the legal and regulatory frameworks that the company operates in through enquiry of
management and those charged with governance and understanding the group's industry and sector.
The key laws and regulations that were considered to have an effect on material amounts and
disclosures in the financial statements included the Companies Act and tax legislation.

b) Audit response to risks identified

Based on this understanding, the following audit procedures were designed and performed to respond to the risks identified:

- Reviewing the financial statement disclosures and testing to supporting documentation to assess
compliance with applicable laws and regulations described as having a direct effect on the financial
statement;
- Enquiring of management, those charged with governance and, where applicable, the group's
solicitors concerning actual and potential litigation and claims;
- Performing analytical procedures to identify any unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud;
- Reviewing minutes of meetings of those charged with governance and, where applicable,
correspondence with regulators;
- Performing audit work over the risk of management override of controls, including testing of journal
entries and other adjustments for appropriateness and evaluating the business rationale of significant
transactions outside the normal course of business;
- Communication of potential fraud risks to all engagement team members and remaining alert to any
indications of fraud or non-compliance with laws and regulations throughout the audit.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

Report of the Independent Auditors to the Members of
MRM Group Holdings Limited


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 Report of the Auditors.

Other matters which we are required to address
The financial statements for period ended 30 June 2024 are the first financial statements of the group. As a result the comparatives shown in these financial statements are not audited.

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 a Report of the Auditors 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.




Peter Morris FCA (Senior Statutory Auditor)
for and on behalf of Torr Waterfield Limited
Statutory Auditor
Park House
37 Clarence Street
Leicester
Leicestershire
LE1 3RW

5 March 2025

MRM Group Holdings Limited (Registered number: 14916619)

Consolidated
Income Statement
for the Year Ended 30 June 2024

30.6.24 30.6.23
Notes £    £   

TURNOVER 3 22,557,477 12,976,390

Cost of sales (17,197,409 ) (11,280,012 )
GROSS PROFIT 5,360,068 1,696,378

Administrative expenses (2,118,344 ) (1,710,512 )
3,241,724 (14,134 )

Other operating income - 11,650
OPERATING PROFIT/(LOSS) 5 3,241,724 (2,484 )

Interest receivable and similar income 4 2
3,241,728 (2,482 )

Interest payable and similar expenses 6 (192,650 ) (114,825 )
PROFIT/(LOSS) BEFORE TAXATION 3,049,078 (117,307 )

Tax on profit/(loss) 7 (849,618 ) 41,963
PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

2,199,460

(75,344

)
Profit/(loss) attributable to:
Owners of the parent 2,199,460 (75,344 )

MRM Group Holdings Limited (Registered number: 14916619)

Consolidated
Other Comprehensive Income
for the Year Ended 30 June 2024

30.6.24 30.6.23
Notes £    £   

PROFIT/(LOSS) FOR THE YEAR 2,199,460 (75,344 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

2,199,460

(75,344

)

Total comprehensive income attributable to:
Owners of the parent 2,199,460 (75,344 )

MRM Group Holdings Limited (Registered number: 14916619)

Consolidated Balance Sheet
30 June 2024

30.6.24 30.6.23
Notes £    £   
FIXED ASSETS
Intangible assets 10 (151,735 ) (230,219 )
Tangible assets 11 5,363,974 2,942,454
Investments 12 - -
5,212,239 2,712,235

CURRENT ASSETS
Stocks 13 6,510,399 29,370
Debtors 14 3,506,662 2,506,005
Cash at bank and in hand 1,341,615 104,525
11,358,676 2,639,900
CREDITORS
Amounts falling due within one year 15 (10,581,099 ) (3,675,757 )
NET CURRENT ASSETS/(LIABILITIES) 777,577 (1,035,857 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

5,989,816

1,676,378

CREDITORS
Amounts falling due after more than one
year

16

(3,074,193

)

(1,407,197

)

PROVISIONS FOR LIABILITIES 20 (983,901 ) (134,284 )
NET ASSETS 1,931,722 134,897

CAPITAL AND RESERVES
Called up share capital 21 60 60
Merger reserve 91,125 242,960
Retained earnings 1,840,537 (108,123 )
1,931,722 134,897

The financial statements were approved by the Board of Directors and authorised for issue on 5 March 2025 and were signed on its behalf by:





M W Henderson - Director


MRM Group Holdings Limited (Registered number: 14916619)

Company Balance Sheet
30 June 2024

30.6.24 30.6.23
Notes £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 151,935 -
151,935 -

CURRENT ASSETS
Debtors 14 7,975 -
Cash at bank 39 -
8,014 -
CREDITORS
Amounts falling due within one year 15 (52,571 ) -
NET CURRENT LIABILITIES (44,557 ) -
TOTAL ASSETS LESS CURRENT
LIABILITIES

107,378

-

CREDITORS
Amounts falling due after more than one
year

16

(100,000

)

-
NET ASSETS 7,378 -

CAPITAL AND RESERVES
Called up share capital 21 60 -
Retained earnings 7,318 -
7,378 -

Company's profit for the financial year 132,718 -

The financial statements were approved by the Board of Directors and authorised for issue on 5 March 2025 and were signed on its behalf by:





M W Henderson - Director


MRM Group Holdings Limited (Registered number: 14916619)

Consolidated Statement of Changes in Equity
for the Year Ended 30 June 2024

Called up
share Retained Merger Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 July 2022 60 218,021 242,960 461,041

Changes in equity
Dividends - (250,800 ) - (250,800 )
Total comprehensive income - (75,344 ) - (75,344 )
Balance at 30 June 2023 60 (108,123 ) 242,960 134,897

Changes in equity
Group reconstruction - - (151,835 ) (151,835 )
Dividends - (250,800 ) - (250,800 )
Total comprehensive income - 2,199,460 - 2,199,460
Balance at 30 June 2024 60 1,840,537 91,125 1,931,722

MRM Group Holdings Limited (Registered number: 14916619)

Company Statement of Changes in Equity
for the Year Ended 30 June 2024

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Balance at 30 June 2023 - - -

Changes in equity
Issue of share capital 60 - 60
Dividends - (125,400 ) (125,400 )
Total comprehensive income - 132,718 132,718
Balance at 30 June 2024 60 7,318 7,378

MRM Group Holdings Limited (Registered number: 14916619)

Consolidated Cash Flow Statement
for the Year Ended 30 June 2024

30.6.24 30.6.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,985,095 9,994
Interest received 2 2
Tax paid - 190,625
Net cash from operating activities 1,985,097 200,621

Cash flows from investing activities
Purchase of tangible fixed assets (83,251 ) (284,211 )
Sale of tangible fixed assets 37,463 649,707
Net cash from investing activities (45,788 ) 365,496

Cash flows from financing activities
Loan repayments in year (32,974 ) (31,821 )
Amount introduced by directors 150,000 -
Hire purchase capital repayments (837,067 ) (394,978 )
Hire purchase interest paid (166,921 ) (94,942 )
Loan interest paid (25,729 ) (19,883 )
Equity dividends paid (250,800 ) (250,800 )
Net cash from financing activities (1,163,491 ) (792,424 )

Increase/(decrease) in cash and cash equivalents 775,818 (226,307 )
Cash and cash equivalents at
beginning of year

2

(203,968

)

22,339

Cash and cash equivalents at end of
year

2

571,850

(203,968

)

MRM Group Holdings Limited (Registered number: 14916619)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 30 June 2024

1. RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

30.6.24 30.6.23
£    £   
Profit/(loss) before taxation 3,049,078 (117,307 )
Depreciation charges 562,161 489,577
Profit on disposal of fixed assets (21,331 ) (174,745 )
Finance costs 192,650 114,825
Finance income (4 ) (2 )
3,782,554 312,348
(Increase)/decrease in stocks (6,481,029 ) 91,874
Increase in trade and other debtors (1,000,657 ) (167,489 )
Increase/(decrease) in trade and other creditors 5,684,227 (226,739 )
Cash generated from operations 1,985,095 9,994

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 June 2024
30.6.24 1.7.23
£    £   
Cash and cash equivalents 1,341,615 104,525
Bank overdrafts (769,765 ) (308,493 )
571,850 (203,968 )
Year ended 30 June 2023
30.6.23 1.7.22
£    £   
Cash and cash equivalents 104,525 148,287
Bank overdrafts (308,493 ) (125,948 )
(203,968 ) 22,339


MRM Group Holdings Limited (Registered number: 14916619)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 30 June 2024

3. ANALYSIS OF CHANGES IN NET DEBT

At 1.7.23 Cash flow At 30.6.24
£    £    £   
Net cash
Cash at bank and in hand 104,525 1,237,090 1,341,615
Bank overdrafts (308,493 ) (461,272 ) (769,765 )
(203,968 ) 775,818 571,850
Debt
Finance leases (1,711,027 ) (2,157,979 ) (3,869,006 )
Debts falling due within 1 year (36,387 ) (3,907 ) (40,294 )
Debts falling due after 1 year (116,427 ) 36,881 (79,546 )
(1,863,841 ) (2,125,005 ) (3,988,846 )
Total (2,067,809 ) (1,349,187 ) (3,416,996 )

MRM Group Holdings Limited (Registered number: 14916619)

Notes to the Consolidated Financial Statements
for the Year Ended 30 June 2024

1. STATUTORY INFORMATION

MRM Group Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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.

On 10 November 2023, as part of a group restructure MRM Group Holdings Limited acquired 100% of the ordinary share capital of MRM Group Limited and became the ultimate parent company of the group.

The introduction of the new holding company has been accounted for using the principles of merger accounting. The restructuring of the group did not meet the definition of a group reconstruction per FRS 102 para 19.27 which would have the restructuring to be accounted for under acquisition accounting principles. The directors of the group do not believe that this would have given a true and fair view of the state of affairs of the group and its results as, in substance, the change in shareholdings arising on the restructuring was incidental to the main purpose of the restructuring rather than the acquisition of a business by MRM Group Holdings Limited and disposal by MRM Group Limited.

Consequently, the restructuring has been accounted for using merger accounting as the directors of the company consider this is necessary to meet the overriding requirements of the Companies Act 2006 to show a true and fair view. The directors of the company consider that it is not practicable to quantify the effect of this departure from the detailed accounting requirements.

In accordance with merger accounting principles the financial statements have been prepared as if MRM Group Holdings Limited was in existence throughout the years ended 30 June 2024 and 30 June 2023.

The consolidated financial statements incorporate the results of the original business combination, being the acquisition of A R Demolition Limited and A R Plant Limited by MRM Group Limited using the purchase method. In the Balance Sheet, the acquirees' identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The combined 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.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

MRM Group Holdings Limited (Registered number: 14916619)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

2. ACCOUNTING POLICIES - continued

Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements requires the group's directors to make judgements, assumptions and estimates that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on a regular basis.

The group does not have any key assumptions concerning the future, or other key sources of estimation uncertainty in the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Notwithstanding this, the group's activities are undertaken through construction contracts and the company is required to make estimates in accounting for revenue and margin. These estimates may depend upon the outcome of future events and may need to be revised as circumstances change.

Turnover
Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts.

Construction contracts
When the outcome of a construction contract can be estimated reliably, contract costs and turnover are recognised by reference to the stage of completion at the balance sheet date. Stage of completion is measured by reference to costs incurred for work performed to date bear to the estimated total costs.

Where the outcome cannot be measured reliably, contract costs are recognised as an expense in the period in which they are incurred and contract turnover is recognised to the extent of costs incurred that it is probable will be recoverable.

When it is probable that contract costs will exceed the total contract turnover, the expected loss is recognised as an expense immediately, with a corresponding provision.

The amount by which recorded turnover on long term contracts is in excess of payments on account is included in debtors as amounts recoverable on contracts. Where payments on account is in excess of recorded turnover the amount is included in creditors as payments on account.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2021, is being amortised evenly over its estimated useful life of five years.

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

Tangible fixed assets
Tangible assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price and costs directly attributable to bringing the asset to its working condition for its intended use.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life:

Improvements to property- 10 - 20% on reducing balance
Plant and machinery- 10 - 25% on reducing balance
Motor vehicles- 20 - 25% on reducing balance
Tools and equipment- 10 - 50% on reducing balance and 50% on cost

The expected useful lives of assets are reviewed and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

MRM Group Holdings Limited (Registered number: 14916619)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

2. ACCOUNTING POLICIES - continued

Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

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

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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

MRM Group Holdings Limited (Registered number: 14916619)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

3. TURNOVER

The group's revenue for the year from continuing operations is as follows:
30.6.24 30.6.23
£ £
Rendering of services 13,922,402 10,501,827
Sale of goods 8,635,075 2,474,563

CONSTRUCTION CONTRACTS
30.6.24 30.6.23
£ £
Amounts due from customers for construction contracts (note 14) 719,306 688,469

Amounts due to customers for construction contracts (note 15) (3,599,405 ) (169,810 )

Contract revenue recognised as revenue during the year 13,261,850 9,916,171

4. EMPLOYEES AND DIRECTORS
30.6.24 30.6.23
£    £   
Wages and salaries 3,147,377 2,890,517
Social security costs 341,611 324,013
Other pension costs 62,764 59,858
3,551,752 3,274,388

The average number of employees during the year was as follows:
30.6.24 30.6.23

Administration 25 24
Production 55 53
80 77

30.6.24 30.6.23
£    £   
Directors' remuneration 40,367 39,043
Directors' pension contributions to money purchase schemes 562 518

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 3 3

5. OPERATING PROFIT/(LOSS)

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

30.6.24 30.6.23
£    £   
Depreciation - owned assets 132,085 183,304
Depreciation - assets on hire purchase contracts 508,560 384,758
Profit on disposal of fixed assets (21,331 ) (174,745 )
Goodwill amortisation (78,484 ) (78,484 )
Auditors' remuneration 41,342 34,808

MRM Group Holdings Limited (Registered number: 14916619)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

6. INTEREST PAYABLE AND SIMILAR EXPENSES
30.6.24 30.6.23
£    £   
Bank loan interest 25,729 19,883
Hire purchase 166,921 94,942
192,650 114,825

7. TAXATION

Analysis of the tax charge/(credit)
The tax charge/(credit) on the profit for the year was as follows:
30.6.24 30.6.23
£    £   
Deferred tax 849,618 (41,963 )
Tax on profit/(loss) 849,618 (41,963 )

UK corporation tax has been charged at 25 % (2023 - 20.50 %).

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

30.6.24 30.6.23
£    £   
Profit/(loss) before tax 3,049,078 (117,307 )
Profit/(loss) multiplied by the standard rate of corporation tax in the
UK of 25 % (2023 - 20.500 %)

762,270

(24,048

)

Effects of:
Expenses not deductible for tax purposes 5,420 6,338
Adjustments to tax charge in respect of previous periods 101,549 (789 )
Adjustments to deferred tax rate - (7,375 )
Non-taxable consolidation adjustments (19,621 ) (16,089 )
Total tax charge/(credit) 849,618 (41,963 )

8. INDIVIDUAL INCOME STATEMENT

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


9. DIVIDENDS

30.6.24 30.6.23
£ £
Interim 250,800 250,800

MRM Group Holdings Limited (Registered number: 14916619)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

10. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 July 2023
and 30 June 2024 (392,419 )
AMORTISATION
At 1 July 2023 (162,200 )
Amortisation for year (78,484 )
At 30 June 2024 (240,684 )
NET BOOK VALUE
At 30 June 2024 (151,735 )
At 30 June 2023 (230,219 )

11. TANGIBLE FIXED ASSETS

Group
Improvements
to Plant and Motor Tools and
property machinery vehicles equipment Totals
£    £    £    £    £   
COST
At 1 July 2023 378,015 4,251,742 917,776 195,932 5,743,465
Additions - 2,304,787 773,510 - 3,078,297
Disposals - (72,670 ) - - (72,670 )
At 30 June 2024 378,015 6,483,859 1,691,286 195,932 8,749,092
DEPRECIATION
At 1 July 2023 196,141 2,060,794 400,543 143,533 2,801,011
Charge for year 25,816 448,227 156,398 10,204 640,645
Eliminated on disposal - (56,538 ) - - (56,538 )
At 30 June 2024 221,957 2,452,483 556,941 153,737 3,385,118
NET BOOK VALUE
At 30 June 2024 156,058 4,031,376 1,134,345 42,195 5,363,974
At 30 June 2023 181,874 2,190,948 517,233 52,399 2,942,454

The net book value of assets held under finance leases or hire purchase contracts, included above, is £4,634,806 (2023 - £2,084,569).

MRM Group Holdings Limited (Registered number: 14916619)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
Additions 151,935
At 30 June 2024 151,935
NET BOOK VALUE
At 30 June 2024 151,935

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

MRM Group Limited
Registered office: 36 Main Street, Carlton, Nuneaton, Warwickshire, CV13 0EZ
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00
30.6.24 30.6.23
£    £   
Aggregate capital and reserves 286,557 295,859
Profit for the year 251,498 251,418

A R Demolition Limited
Registered office: 36 Main Street, Carlton, Nuneaton, Warwickshire, CV13 0EZ
Nature of business: Demolition
%
Class of shares: holding
Ordinary 100.00
30.6.24 30.6.23
£    £   
Aggregate capital and reserves 2,098,121 754,258
Profit for the year 1,343,863 215,007

A R Plant Limited
Registered office: 36 Main Street, Carlton, Nuneaton, Warwickshire, CV13 0EZ
Nature of business: Plant hire
%
Class of shares: holding
Ordinary 100.00
30.6.24 30.6.23
£    £   
Aggregate capital and reserves 300,104 (227,521 )
Profit/(loss) for the year 527,625 (560,253 )


MRM Group Holdings Limited (Registered number: 14916619)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

12. FIXED ASSET INVESTMENTS - continued


Acquisitions during the year

On 10 November 2023 the MRM Group Holdings Limited purchased 100% of the Ordinary share capital of MRM Group Limited via share for share exchange of 57 own shares and £150,000 of deferred cash consideration.

13. STOCKS

Group
30.6.24 30.6.23
£    £   
Stocks 76,622 29,370
Contract work-in-progress 6,433,777 -
6,510,399 29,370

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
30.6.24 30.6.23 30.6.24 30.6.23
£    £    £    £   
Trade debtors 2,328,135 1,231,738 - -
Amounts owed by group undertakings - - 7,975 -
Amounts recoverable on contracts 719,306 688,469 - -
Other debtors 219,572 297,571 - -
Prepayments and accrued income 239,649 288,227 - -
3,506,662 2,506,005 7,975 -

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
30.6.24 30.6.23 30.6.24 30.6.23
£    £    £    £   
Bank loans and overdrafts (see note 17) 779,999 318,472 - -
Other loans (see note 17) 30,060 26,408 - -
Hire purchase contracts (see note 18) 999,359 470,257 - -
Payments on account 3,599,405 169,810 - -
Trade creditors 3,430,085 1,868,072 141 -
Corporation tax 100 100 - -
Social security and other taxes 1,214,857 474,328 - -
Other creditors 38,879 44,197 30 -
Directors' current accounts 50,000 - 50,000 -
Accruals and deferred income 438,355 304,113 2,400 -
10,581,099 3,675,757 52,571 -

MRM Group Holdings Limited (Registered number: 14916619)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
30.6.24 30.6.23 30.6.24 30.6.23
£    £    £    £   
Bank loans (see note 17) 11,375 21,609 - -
Other loans (see note 17) 68,171 94,818 - -
Hire purchase contracts (see note 18) 2,869,647 1,240,770 - -
Other creditors 25,000 50,000 - -
Directors' loan accounts 100,000 - 100,000 -
3,074,193 1,407,197 100,000 -

17. LOANS

An analysis of the maturity of loans is given below:

Group
30.6.24 30.6.23
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts 769,765 308,493
Bank loans 10,234 9,979
Other loans 30,060 26,408
810,059 344,880
Amounts falling due between one and two years:
Bank loans - 1-2 years 10,234 10,234
Other loans - 1-2 years 30,060 30,060
40,294 40,294
Amounts falling due between two and five years:
Bank loans - 2-5 years 1,141 11,375
Other loans - 2-5 years 38,111 64,758
39,252 76,133

The bank loan is unsecured and is guaranteed under the Bounce Back Loan Scheme. The loan is repayable in equal instalments over five years. Interest is charged at 2.5% per annum.

The other loan is unsecured and repayable in equal instalments over 5 years. Interest is charged at 7.3% per annum.

MRM Group Holdings Limited (Registered number: 14916619)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
30.6.24 30.6.23
£    £   
Net obligations repayable:
Within one year 999,359 470,257
Between one and five years 2,869,647 1,240,770
3,869,006 1,711,027

Group
Non-cancellable operating leases
30.6.24 30.6.23
£    £   
Within one year 122,993 172,332
Between one and five years 116,784 144,832
239,777 317,164

The hire purchase loans are repayable monthly over periods ranging from 3 to 5 years at interest rates between 0% and 6% per annum.

19. SECURED DEBTS

The following secured debts are included within creditors:

Group
30.6.24 30.6.23
£    £   
Bank overdraft 769,765 308,493
Hire purchase contracts 3,869,006 1,711,027
4,638,771 2,019,520

The bank overdraft is a financing arrangement secured by a fixed and floating charge over the assets of the assets of various group companies.

Obligations under hire purchase contracts are secured on the assets to which they relate.

20. PROVISIONS FOR LIABILITIES

Group
30.6.24 30.6.23
£    £   
Deferred tax
Accelerated capital allowances 1,178,303 701,829
Tax losses carried forward (194,402 ) (567,545 )
983,901 134,284

MRM Group Holdings Limited (Registered number: 14916619)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

20. PROVISIONS FOR LIABILITIES - continued

Group
Deferred
tax
£   
Balance at 1 July 2023 134,284
Charge to Income Statement during year 849,617
Balance at 30 June 2024 983,901

21. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Nominal 30.6.24 30.6.23
Number: Class: value: £ £
20 Ordinary A Shares £1 20 20
20 Ordinary B Shares £1 20 20
20 Ordinary C Shares £1 20 20
60 100

The following shares were issued during the year for cash at par:
1 Ordinary A share of £1
1 Ordinary B share of £1
1 Ordinary C share of £1

The following shares were issued during the year in a share for share exchange at par:
19 Ordinary A share of £1
19 Ordinary B share of £1
19 Ordinary C share of £1

All share classes carry full voting rights with no restrictions and have no restrictions on the repayment of capital. The directors are entitled to vote an individual dividend on one class of share without the same dividend being voted to any other type of share.

22. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

A R Demolition has given a guarantee of £398,323 in respect of a property loan taken out by a partnership which includes the director, R Dolman.

23. RELATED PARTY DISCLOSURES

Key management personnel of the entity or its parent (in the aggregate)
30.6.24 30.6.23
£    £   
Dividends 250,800 250,800
Amount due from related party 1,364 864
Amount due to related party 149,483 -

MRM Group Holdings Limited (Registered number: 14916619)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

23. RELATED PARTY DISCLOSURES - continued

Other related parties
30.6.24 30.6.23
£    £   
Sales 117,581 69,694
Purchases 240,777 171,714
Loans written off - 26,990
Amount due from related party 82,459 55,925
Amount due to related party 35,905 38,847

Other related parties are entities under common control.