Company registration number 09421794 (England and Wales)
MF GROUP HOLDINGS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
MF GROUP HOLDINGS LTD
COMPANY INFORMATION
Directors
A M Fowler
M C Fowler
R C Fowler
Company number
09421794
Registered office
The Parrs
Lilac Grove
Beeston
Nottingham
NG9 1PJ
Auditor
Taylor Dawson Plumb Limited
22 Regent Street
Nottingham
NG1 5BQ
MF GROUP HOLDINGS LTD
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 25
MF GROUP HOLDINGS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

 

The principal activity of the group is a supplier of fixings products to the building services sector.

Review of the business

During the year group sales have increased by 14.3% (2024: £28,072,511, 2023 £24,556,114). This is in line with the original targets set at the beginning of the year, demonstrating how the group continues to grow, whilst also recognising the inflationary impacts on goods supplied.

 

We anticipate further sales growth, with the group continuing to invest in new team members to support this.

 

The 'cost of doing business' has remained consistent with the previous year (2024: 21.8% 2023: 21.3%). This means that the administrative expenditure of the business, excluding depreciation and amortisation, has remained constant as a proportion of turnover.

 

Inventory is held to ensure wherever possible more than 95% of orders can be fulfilled on time and in full. As turnover increases there are potential risks to inventory supply, such as ongoing tensions in Europe & the Far East, and therefore the value of stock held will likely further increase to satisfy customer demand.

 

Trade debtors are being effectively managed with the debtor days position slightly increasing in the year to 31 December 2024 from 46.3 days to 48.93 days. This impact has coupled with an equivalent increase in average creditor days for the year to 31 December 2024 to 31.9 days (2023: 17.3 days).

 

Decreased stock holding days has meant that overall working capital days have decreased by 14 days as at 31 December 2024 to 87 days (2023: 101 days) driving the working capital percentage up from 17% to 24.8%.

 

Principal risks and uncertainties

The key risks and uncertainties affecting the company are the sluggish performance of the UK economy, as well as continued global tensions which have the potential to drive supply shortages and disrupt established supply chains.

 

To mitigate the risks and uncertainties, we continue increasing stocks as opportunity affords, and continue to identify alternative sources of supply. We continue to focus on first class customer service and develop designed, tested and fabricated solutions which address the requirements of the new Building Safety Act legislation on our customer base.

 

We acknowledge the ongoing pressures on working capital management within the industry, which have the potential to impact customers' ability to pay us in a timely manner. We continue to adopt robust credit risk management procedures to mitigate this risk.

 

We are also mindful of our Environmental, Social and Governance obligations as a supplier to the UK Construction industry, continuing to drive efficiencies through our transport planning operations and recognising the need to reduce embodied carbon in the built environment as we drive towards a Net Zero economy.

 

On behalf of the board

A M Fowler
Director
29 May 2025
MF GROUP HOLDINGS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company and group continued to be that of a supplier of fixings products to the building services sector.

Results and dividends

The results for the year are set out on page 7.

Ordinary dividends were paid on 20 March 2024 and 30 September 2024 at varying rates per share, as detailed below, amounting to £2,134,332. The directors do not recommend payment of a further dividend.

 

The rate of dividend paid on each respective share type were as follows:

 

Dividend paid 20 March 2024:

 

"A" Ordinary shares:            £1,527.78

"C", "D", "E" and "F" Ordinary shares:    £1,944.45

 

Dividend paid 30 September 2024:

 

"A" Ordinary shares:            £1,388.88

"C" and "D" Ordinary shares:        £1,944.45

"E" Ordinary shares:            £1,111.10

"F" Ordinary shares            £1,594.44

"G" Ordinary shares:            £1,333.33

Directors

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

A M Fowler
M C Fowler
R C Fowler
Auditor

The auditors, Taylor Dawson Plumb Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

MF GROUP HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
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 group and company, and of the profit or loss of the group 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 group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 auditor of the company 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 auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
A M Fowler
Director
29 May 2025
MF GROUP HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MF GROUP HOLDINGS LTD
- 4 -
Opinion

We have audited the financial statements of MF Group Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 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:

MF GROUP HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MF GROUP HOLDINGS LTD
- 5 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are those that relate to the application of the Financial Reporting Standard 102 and the Companies Act 2006 together with compliance with UK tax legislation.

 

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the entity's ability to operate or to avoid a material penalty.

 

We assessed the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, by considering the following:

 

Based on the results of our risk assessment we designed our audit procedures to identify fraud and non-compliance with such laws and regulations identified above.

MF GROUP HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MF GROUP HOLDINGS LTD
- 6 -

There are inherent limitations in the audit procedures described above and therefore 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. Where instances of non-compliance with laws and regulations are not closely linked to events and transactions within the financial statements, then we are less likely to become aware of these. In addition, the risk is increased regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, omission or misrepresentation.

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.

Sara Dawson (Senior Statutory Auditor)
For and on behalf of
29 May 2025
Taylor Dawson Plumb Limited
Chartered Accountants
Statutory Auditor
22 Regent Street
Nottingham
NG1 5BQ
MF GROUP HOLDINGS LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
2024
2023
Notes
£
£
Turnover
3
28,072,511
24,556,114
Cost of sales
(16,488,029)
(14,476,024)
Gross profit
11,584,482
10,080,090
Administrative expenses
(6,236,118)
(5,293,448)
Operating profit
4
5,348,364
4,786,642
Interest receivable and similar income
8
149,896
61,233
Interest payable and similar expenses
9
(5,681)
(11,000)
Profit before taxation
5,492,579
4,836,875
Tax on profit
10
(1,398,378)
(1,130,840)
Profit for the financial year
4,094,201
3,706,035
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The notes on pages 13 to 25 form part of these financial statements.

MF GROUP HOLDINGS LTD
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 8 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
12
12,299
-
0
Tangible assets
13
682,417
386,868
694,716
386,868
Current assets
Stocks
16
2,943,386
2,699,955
Debtors
17
5,647,495
6,125,671
Cash at bank and in hand
10,070,600
8,291,309
18,661,481
17,116,935
Creditors: amounts falling due within one year
18
(3,869,861)
(3,963,723)
Net current assets
14,791,620
13,153,212
Total assets less current liabilities
15,486,336
13,540,080
Provisions for liabilities
Deferred tax liability
20
83,104
96,717
(83,104)
(96,717)
Net assets
15,403,232
13,443,363
Capital and reserves
Called up share capital
22
600
600
Profit and loss reserves
15,402,632
13,442,763
Total equity
15,403,232
13,443,363

The notes on pages 13 to 25 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 29 May 2025 and are signed on its behalf by:
29 May 2025
A M Fowler
Director
Company registration number 09421794 (England and Wales)
MF GROUP HOLDINGS LTD
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
14
100
100
Current assets
Debtors
17
2,618,741
2,584,428
Cash at bank and in hand
5,301,266
5,753,212
7,920,007
8,337,640
Creditors: amounts falling due within one year
18
(16,726)
(1,100,000)
Net current assets
7,903,281
7,237,640
Net assets
7,903,381
7,237,740
Capital and reserves
Called up share capital
22
600
600
Profit and loss reserves
7,902,781
7,237,140
Total equity
7,903,381
7,237,740

The notes on pages 13 to 25 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £2,799,973 (2023 - £2,737,059 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 29 May 2025 and are signed on its behalf by:
29 May 2025
A M Fowler
Director
Company registration number 09421794 (England and Wales)
MF GROUP HOLDINGS LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
600
10,876,394
10,876,994
Year ended 31 December 2023:
Profit and total comprehensive income
-
3,706,035
3,706,035
Dividends
11
-
(1,139,666)
(1,139,666)
Balance at 31 December 2023
600
13,442,763
13,443,363
Year ended 31 December 2024:
Profit and total comprehensive income
-
4,094,201
4,094,201
Dividends
11
-
(2,134,332)
(2,134,332)
Balance at 31 December 2024
600
15,402,632
15,403,232

The notes on pages 13 to 25 form part of these financial statements.

MF GROUP HOLDINGS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
600
5,639,747
5,640,347
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
2,737,059
2,737,059
Dividends
11
-
(1,139,666)
(1,139,666)
Balance at 31 December 2023
600
7,237,140
7,237,740
Year ended 31 December 2024:
Profit and total comprehensive income
-
2,799,973
2,799,973
Dividends
11
-
(2,134,332)
(2,134,332)
Balance at 31 December 2024
600
7,902,781
7,903,381

The notes on pages 13 to 25 form part of these financial statements.

MF GROUP HOLDINGS LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
8,697,628
4,055,521
Interest paid
(5,681)
(11,000)
Income taxes paid
(1,406,258)
(900,129)
Net cash inflow from operating activities
7,285,689
3,144,392
Investing activities
Purchase of intangible assets
(14,469)
-
Purchase of tangible fixed assets
(416,287)
(149,240)
Proceeds from disposal of tangible fixed assets
225
100
Repayment of loans
(1,991,431)
(1,392,111)
Interest received
149,896
61,233
Net cash used in investing activities
(2,272,066)
(1,480,018)
Financing activities
Repayment of preference shares
(1,100,000)
-
Dividends paid to equity shareholders
(2,134,332)
(1,139,666)
Net cash used in financing activities
(3,234,332)
(1,139,666)
Net increase in cash and cash equivalents
1,779,291
524,708
Cash and cash equivalents at beginning of year
8,291,309
7,766,601
Cash and cash equivalents at end of year
10,070,600
8,291,309

The notes on pages 13 to 25 form part of these financial statements.

MF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
1
Accounting policies
Company information

MF Group Holdings Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .

 

The group consists of MF Group Holdings Ltd and all of its subsidiaries.

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 sterling, 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.

1.2
Business combinations

The group financial statements consolidate the financial statements of MF Group Holdings Ltd and all its subsidiary undertakings drawn up to 31 December. The results of subsidiary undertakings acquired or disposed of during a financial year are included from, or up to, the effective date of acquisition or disposal.

 

No individual profit and loss account is presented for MF Group Holdings Ltd as permitted by Section 408 of the Companies Act 2006.

 

Investments in subsidiaries are accounted for at cost less impairment in the individual financial statements.

1.3
Basis of consolidation

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group 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.

1.5
Turnover

Turnover comprises revenue recognised by the company in respect of goods and services supplied, exclusive of Value Added Tax and trade discount. Revenue is recognised when the significant risks and rewards of ownership have passed to the buyer, usually on dispatch of the goods.

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

MF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
in accordance with the property lease
Fixtures and fittings
33% on cost and 15% on cost
Computers
25% on reducing balance

Assets in the course of construction are not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.7
Fixed asset investments

Investments in subsidiaries are accounted for at cost less impairment in the separate financial statements of the company.

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

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell, after making due allowance for obsolete and slow moving items.

 

Cost is calculated using the average pricing method.

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 group’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.

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.

MF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
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 leased asset are consumed.

1.13
Foreign exchange

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

1.14

Debtors and creditors

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

1.15

Goodwill

Goodwill represents the difference between amounts paid or payable on a business acquisition and the acquirer's interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subject to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the consolidated statement of comprehensive income over its useful economic life.

 

Goodwill is the amount paid in connection with the acquisition of Midfix Limited in 2024 in excess of its other net assets at that time. Having reviewed the relevant economic factors the directors consider that the useful life of the goodwill is currently five years from the date of its acquisition and therefore amortisation is being evenly applied over that period.

MF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Critical judgements

There have been no judgements (apart from those involving estimates) made in the process of applying the accounting policies that would have had a significant effect on amounts recognised in the financial statements.

 

Estimation uncertainties

The key assumptions concerning the future and other sources of estimation uncertainty at the reporting date that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year include:

Carrying value of stock

When calculating the stock provision, management considers the nature and condition of the stock, as well as applying assumptions around anticipated future sales of goods for resale and usage of consumables. The stock provision is deducted from the total stock reported in note 16.

Customer rebates

When calculating rebates due to customers, management consider the contract terms in place with the customer for any rebates earned and provision is made where management expect a claim in the future from ongoing customer relationships which have generated significant spend during the period. Customer rebates accrued are included within Accruals and deferred income in note 18.

Supplier rebates

Supplier rebates: When calculating rebates due from suppliers, management consider the contract terms in place with the supplier for any rebates earned and provision is made where management expect a claim in the future from ongoing supplier relationships which have generated significant spend during the period. Supplier rebates accrued are included within Other debtors in note 17.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
United Kingdom
27,960,655
24,460,244
Europe
111,856
95,870
28,072,511
24,556,114
2024
2023
£
£
Other revenue
Interest income
149,896
61,233
MF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
120,612
160,364
(Profit)/loss on disposal of tangible fixed assets
(99)
339
Amortisation of intangible assets
2,170
-
Operating lease charges
452,076
368,288
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
1,700
1,600
Audit of the financial statements of the company's subsidiaries
8,000
8,000
9,700
9,600
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Sales
22
18
-
-
Administration
18
23
-
-
Distribution
33
25
-
-
Design and production
17
13
-
-
Directors
3
3
-
-
Total
93
82
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
4,450,480
3,759,750
-
0
-
0
Social security costs
425,249
403,488
-
-
Pension costs
72,193
71,638
-
0
-
0
4,947,922
4,234,876
-
0
-
0
MF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
36,393
34,736
Company pension contributions to defined contribution schemes
1,750
3,000
38,143
37,736

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).

8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
130,412
39,695
Other interest income
19,484
21,538
Total income
149,896
61,233
9
Interest payable and similar expenses
2024
2023
£
£
Dividends on redeemable preference shares not classified as equity
-
0
11,000
Other interest
5,681
-
Total finance costs
5,681
11,000
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,411,642
1,140,807
Adjustments in respect of prior periods
346
(6,103)
Total current tax
1,411,988
1,134,704
Deferred tax
Origination and reversal of timing differences
(13,610)
(3,864)
Total tax charge
1,398,378
1,130,840

The main rate of corporation tax increased from 19% to 25% from 1 April 2023. The company was therefore subject to a hybrid rate of 23.52% for the year ended 31 December 2023.

MF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 19 -

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:

2024
2023
£
£
Profit before taxation
5,492,579
4,836,875
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
1,373,145
1,137,660
Tax effect of expenses that are not deductible in determining taxable profit
1,009
2,587
Adjustments in respect of prior years
346
(6,103)
Capital allowances in excess of capital allowances
37,488
560
Deferred taxation (credit) / charge
(13,610)
(3,864)
Taxation charge
1,398,378
1,130,840
11
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
2,134,332
1,139,666
12
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2024
-
0
Additions
14,469
At 31 December 2024
14,469
Amortisation and impairment
At 1 January 2024
-
0
Amortisation charged for the year
2,170
At 31 December 2024
2,170
Carrying amount
At 31 December 2024
12,299
At 31 December 2023
-
0
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
MF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Intangible fixed assets
(Continued)
- 20 -
13
Tangible fixed assets
Group
Leasehold improvements
Assets under construction
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 January 2024
466,257
-
0
451,356
314,320
1,231,933
Additions
-
0
285,570
104,077
26,640
416,287
Disposals
-
0
-
0
-
0
(399)
(399)
At 31 December 2024
466,257
285,570
555,433
340,561
1,647,821
Depreciation and impairment
At 1 January 2024
459,958
-
0
219,854
165,253
845,065
Depreciation charged in the year
6,296
-
0
62,034
52,282
120,612
Eliminated in respect of disposals
-
0
-
0
-
0
(273)
(273)
At 31 December 2024
466,254
-
0
281,888
217,262
965,404
Carrying amount
At 31 December 2024
3
285,570
273,545
123,299
682,417
At 31 December 2023
6,299
-
0
231,502
149,067
386,868
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
100
100
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
100
Carrying amount
At 31 December 2024
100
At 31 December 2023
100
MF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Midland Fixings Ltd
The Parrs, Lilac Grove, Beeston, Nottingham, NG9 1PJ
Supplier of fixing products
Ordinary
100.00
Midland Fixings Group Limited
The Parrs, Lilac Grove, Beeston, Nottingham, NG9 1PJ
Management company
Ordinary
100.00
Midfix Limited
The Parrs, Lilac Grove, Beeston, Nottingham, NG9 1PJ
Dormant
Ordinary
100.00
Midfix (London) Limited
The Parrs, Lilac Grove, Beeston, Nottingham, NG9 1PJ
Dormant
Ordinary
100.00
16
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Goods in transit
13,392
18,157
-
-
Finished goods
2,929,994
2,681,798
-
0
-
0
2,943,386
2,699,955
-
-
17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,511,828
3,735,848
-
0
-
0
Amounts owed by group undertakings
148,900
-
2,384,428
2,384,428
Other debtors
676,959
1,791,533
234,313
200,000
Prepayments and accrued income
179,341
146,833
-
0
-
0
5,517,028
5,674,214
2,618,741
2,584,428
Amounts falling due after more than one year:
Corporation tax recoverable
130,467
451,457
-
0
-
0
Total debtors
5,647,495
6,125,671
2,618,741
2,584,428
MF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Other borrowings
19
-
0
1,100,000
-
0
1,100,000
Trade creditors
1,442,673
687,492
-
0
-
0
Amounts owed to group undertakings
148,900
-
0
-
0
-
0
Corporation tax payable
771,492
1,086,749
16,726
-
0
Other taxation and social security
509,606
486,859
-
-
Accruals and deferred income
997,190
602,623
-
0
-
0
3,869,861
3,963,723
16,726
1,100,000
19
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Preference shares
-
0
1,100,000
-
0
1,100,000
Payable within one year
-
0
1,100,000
-
0
1,100,000

The rights attaching to these shares, which are non-voting and redeemable at the discretion of the shareholder, now provide that the shareholder is entitled to a fixed 1% per annum dividend. These shares were redeemed on 31 January 2024.

20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
83,104
96,717
The company has no deferred tax assets or liabilities.
MF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
20
Deferred taxation
(Continued)
- 23 -
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 January 2024
96,717
-
Credit to profit or loss
(13,613)
-
Liability at 31 December 2024
83,104
-

The deferred tax liability set out above is expected to reverse and relates to accelerated capital allowances that are expected to mature within the same period.

21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
72,193
71,638

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

22
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
600
600
600
600
23
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
843,210
264,793
-
-
Between two and five years
3,458,794
627,148
-
-
In over five years
4,004,133
-
-
-
8,306,137
891,941
-
-
MF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
24
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2024
2023
2024
2023
£
£
£
£
Acquisition of tangible fixed assets
1,944,000
-
-
-
25
Related party transactions
Transactions with related parties

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.

 

Transactions between group entities which have been eliminated on consolidation are not disclosed

within the financial statements.

Other related parties

 

During the year the group rented premises from an entity in which the directors held an interest. Rent payable in the year was under a commercial arrangement and totalled £136,000 (2023: £136,000). Amounts outstanding at the year ended 31 December 2024 amounted to £Nil (2023: £Nil).

 

Other debtors includes amounts owed by directors, including spouses, amounting to £67,160 (2023: £1,392,111). Advances during the year were £646,996 whilst repayments during the year were £1,991,431. Interest of £19,484 was charged on the loans during the year at the HMRC official rate of interest. Comparative figures for last year, other than the closing credit balance, are not provided as 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 such related party transactions.

 

Other debtors includes £200,000 (2023: £200,000) owed by a company under the control of one of the directors.

 

During the year a total of Key Management Personnel Compensation of £476,825 (2023: £478,475) was paid.

 

26
Ultimate contolling party

MF Group Holdings Ltd is controlled by the directors by virtue of their shareholdings.

MF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
27
Cash generated from group operations
2024
2023
£
£
Profit after taxation
4,094,201
3,706,035
Adjustments for:
Taxation charged
1,398,378
1,130,840
Finance costs
5,681
11,000
Investment income
(149,896)
(61,233)
(Gain)/loss on disposal of tangible fixed assets
(99)
339
Amortisation and impairment of intangible assets
2,170
-
Depreciation and impairment of tangible fixed assets
120,612
160,364
Movements in working capital:
(Increase)/decrease in stocks
(243,431)
164,224
Decrease/(increase) in debtors
2,148,617
(457,658)
Increase/(decrease) in creditors
1,321,395
(598,390)
Cash generated from operations
8,697,628
4,055,521
28
Analysis of changes in net funds - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
8,291,309
1,779,291
10,070,600
Borrowings excluding overdrafts
(1,100,000)
1,100,000
-
7,191,309
2,879,291
10,070,600
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