ACCOUNTS - Final Accounts

Registered number: 02259742

MGR HOLDINGS LIMITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 30 SEPTEMBER 2024

MGR HOLDINGS LIMITED

REGISTERED NUMBER: 02259742

BALANCE SHEET

AS AT 30 SEPTEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	4		109,476		109,476
Current assets
Debtors: amounts falling due within one year	5	894,032		835,408
Cash at bank and in hand	6	2,176		3,287
		896,208		838,695
Creditors: amounts falling due within one year	7	(46,600)		(750)
Net current assets			849,608		837,945
Total assets less current liabilities			959,084		947,421

Net assets			959,084		947,421

Capital and reserves
Called up share capital	17,428	17,428
Share premium account	205,760	205,760
Profit and loss account	735,896	724,233
	959,084	947,421

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

A D G Gabillon

Director

Date: 5 September 2025

The notes on pages 2 to 5 form part of these financial statements.

Page 1

MGR HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

1.	General information

MGR Holdings Limited is a private limited company incorporated and registered in England and Wales. The Company's registered office is DAX House, Wenman Road, Thame, Oxfordshire, OX9 3SE.
The Company's principal activity is that of a holding company.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The financial statements are rounded to the nearest pound Sterling, the functional and presentational currency of the Company.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.

The following principal accounting policies have been applied:

2.2

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

2.3

Going concern

The Company acts as a holding company to MGR Foamtex Limited. The principal market of MGR Foamtex Limited is that of the airline industry. MGR Foamtex Limited has seen significantly improved turnover in the year ended 30 September 2024, and achieved a return to profit for the year. The Directors anticipate the business will continue to grow its revenues and profits over the foreseeable future.

The Directors have prepared forecasts and projections using what they consider to be reasonable assumptions relating to the Company’s financial performance, current financial position and existing financial resources for a period of at least 12 months from signing of the financial statements which show the Company to be a going concern. These forecasts include assessments in relation to MGR Foamtex Limited's outstanding loan facility and covenants contained therein as well as assessments in relation to the subsidiary's invoice discounting facility since the Company is reliant on the performance of its subsidiary.

Based on the above, the Directors are of the opinion that the going concern principle is applicable and that the Company, and its subsidiary, has the necessary resources to continue as a going concern for the foreseeable future.

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Revenue represents recharges of management charges to the Company's subsidiary.

Page 2

MGR HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.6

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.7

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.8

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.9

Financial instruments

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

Employees

The average monthly number of employees, including Directors, during the year was 3 (2023 - 3).

4.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 October 2023	109,476
	At 30 September 2024	109,476

Page 3

MGR HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Class of shares	Holding

	MGR Foamtex Limited	Ordinary	100%
	Magerik Limited	Ordinary	99.99%

Debtors

					2024	2023
					£	£


Amounts owed by group undertakings	894,032	835,408

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

6.	Cash and cash equivalents
		2024	2023
		£	£

	Cash at bank and in hand	2,176	3,287

7.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

	Accruals and deferred income	46,600	750

8.	Related party transactions
	The Company has taken advantage of the exemption available under Section 33.1A of FRS 102 not to disclose related party transactions entered into between two or more 100% owned group companies.

9.	Post balance sheet events

On 4 March 2025, Adhefin SAS acquired the entire issued share capital of MGR Holdings Limited.

Page 4

MGR HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

10.	Controlling party

The ultimate controlling party is Adagia Capital Europe GP SAS. A copy of the financial statements for Adagia Capital Europe GP SAS is available from 20 Rue Quentin Bauchart 75008, Paris, France.

11.	Auditor's information

The auditor's report on the financial statements for the year ended 30 September 2024 was unqualified.

The audit report was signed on 9 September 2025 by Sue Staunton MA FCA CF (Senior Statutory Auditor) on behalf of James Cowper Kreston Audit.

Page 5