ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Registered number: 03466181

MHR GLOBAL HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

MHR GLOBAL HOLDINGS LIMITED

COMPANY INFORMATION

Directors	Mrs E A Mills
	Miss J M Mills
	Mr J R Mills


Company secretary	Mr P J Ward


Registered number	03466181


Registered office	The Old Hall
	Ashwell
	Oakham
	Rutland
	LE15 7LJ


Independent auditor	MHA
	Chartered Accountants and Statutory Auditors
	The Pinnacle
	150 Midsummer Boulevard
	Milton Keynes
	MK9 1LZ


Bankers	Barclays Bank plc
	14 Park Row
	Nottingham
	NG1 6BX

MHR GLOBAL HOLDINGS LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 6
Independent Auditor's Report	7 - 10
Consolidated Statement of Comprehensive Income	11
Consolidated Balance Sheet	12 - 13
Company Balance Sheet	14 - 15
Consolidated Statement of Changes in Equity	16
Company Statement of Changes in Equity	17
Consolidated Statement of Cash Flows	18 - 19
Consolidated Analysis of Net Debt	20
Notes to the Financial Statements	21 - 43

MHR GLOBAL HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

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

Business review

We are an independent business continuously working to deliver business improvement by understanding what our customers want, by engaging with customers and delivering the very best solution to deliver maximum value. We focus on product and service excellence, innovation and reliability.
Our solutions support some of the largest and most successful organisations in the UK, from public, commercial and not-for-profit sectors.
There are no bank borrowings or significant long-term debt. The Group has a strong and sustainable business model, with c1,458 (2023 - c1,468) customers signed to long term contracts, but with no reliance on any one customer or sector, the revenues being balanced across both public and private sectors.
Financial review
Profit and Loss
The financial year 2024 was a success for revenue with organic growth of 13.7% to £134,744,747 (2023 - £118,469,803).
Profit before interest and tax was £21,776,775 (2023 - £12,069,855) and the operating profit margin was 16.2% (2023 – 10.2%).
Balance Sheet
The performance of the Group in 2024 maintained a strong Balance Sheet position, 2024 closing at £60,520,055 (2023 - £54,490,751).

Principal risks and uncertainties

The principal financial risks faced by the Group, and the Group's objectives and policies in relation to those risks are as follows:
Cash flow risk:
The Group cash flow position is closely monitored by the finance department. Detailed cash flow forecasts are regularly prepared with the objectives of alerting the directors to potential future risks.
Credit Risk:
Credit risk arises if the Group is unable to recover sums due from customers. The Group has strong procedures in place with regard to credit control to minimise bad debt.
Currency risk:
Currency dealings are minimal and therefore currency movements do not pose a significant risk to the business.

Page 1

MHR GLOBAL HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators

The Directors consider the following Key Performance Indicators when assessing the performance of the Group:
Turnover
Turnover increased through organic growth by 13.7% to £134,744,747 (2023 - £118,469,803).
Profit before interest and tax
The Group achieved profit before interest and tax of £21,776,775 (2023 - £12,069,855)
Net profit margin
The Group achieved a net profit margin before interest and tax of 16.2% (2023 – 10.2%).

Other key performance indicators

The Directors consider the following Key Performance Indicators when assessing the non-financial performance of the Group:
We support the management, development and payment of approximately 11.9% (2023 – 11.5%) of the UK workforce, equating to 3.62 million (2023 – 3.5 million) employees. This was due to the increase in the number of customer contracts won in the year.

Directors' statement of compliance with duty to promote the success of the Group

The Board of Directors of MHR International UK Limited considers that in the decisions taken during the year ended 31 December 2024, they have acted in the way they consider would be most likely to promote the company's success.

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

................................................

Mr J R Mills

Director

Date: 10 September 2025

Page 2

MHR GLOBAL HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Directors' responsibilities statement

The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the Directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgements and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 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.

Principal activity

The principal activity of the Group during the year was the development and marketing of computer software for government, industry and commerce.

Results and dividends

The profit for the year, after taxation, amounted to £14,066,071 (2023 - £6,990,256).

Dividends of £8,019,842 (2023 - £5,952,025) have been paid in the year.

Directors

The Directors who served during the year were:

Mrs E A Mills

Miss J M Mills

Mr J R Mills

Future developments

The Group is expected to continue to grow in 2024 through organic expansion into new international markets.

Page 3

MHR GLOBAL HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Engagement with employees

The Group recognises the benefit of keeping employees informed of the progress of the business and does so through formal and informal meetings.

Engagement with suppliers, customers and others

As a Board of Directors, our intention is to behave responsibly and ensure that management operate the business in a responsible manner, operating within the high standards of business conduct and good governance.
Our strategy prioritises organic growth, driven through supporting our existing customers’ growth plans and bringing new customers and prospects into the Group. To do this, we aim to develop and maintain strong customer relationships.
We value all of our suppliers and commercial partners in line with our long-term plans.

Disabled employees

The Group gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person. Where existing employees become disabled, it is the Group's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.

Page 4

MHR GLOBAL HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Greenhouse gas emissions, energy consumption and energy efficiency action

This report outlines MHR International UK Ltd’s Scope 1 and Scope 2 greenhouse gas (GHG) emissions and energy use for the reporting year ending 2024, in accordance with the UK Government’s Streamlined Energy and Carbon Reporting (SECR) requirements.
Organisational Boundary and Methodology
MHR has adopted the operational control approach to define its boundary, covering all UK operations including Ruddington Hall, Britannia House, Bell House.
Emissions were calculated using the UK Government GHG Conversion Factors for Company Reporting 2025. Data was derived from utility bills and fuel records. CO2 emissions were converted from kilograms to tonnes (1,000 kg = 1 tCO2e) in line with SECR reporting standards.

	2024	2023
Energy Consumption and GHG Emissions	tCO2e	tCO2e
Scope 1 – direct emissions
Biogas	0.055	-
Natural Gas	1.488	45.144
Total scope 1 emissions	1.543	45.144

Scope 2 - indirect emissions
Diesel	1.680	2.303
Petro	1.970	-
Gas Oil	4.964	8.251
Total scope 2 emissions	8.615	10.554

Note: Biogas emissions were calculated using the 2025 DEFRA factor of 0.00022 tCO2e/kWh, applicable under the Bioenergy category.

	2024	2023
Total Enery Consumption	kWh	kWh
Total UK energy use	2,466,117	287,237

	2024	2023
Total emissions (tCO2e)	10.157	55.698
Total turnover (£m)	£134.744m	£118.469m
Staff numbers (FTE)	869	832

	2024	2023
Emissions Intensity Ratio
Emissions per FTE	0.011	0.067
Emissions per £m turnover	0.075	0.47

Energy Efficiency Measures
MHR implemented the following during the reporting year:

∙PV Systems Commisioned - Britannia House

∙Full LED lighting upgrade across Britannia House and Ruddington Hall

∙Smart metering and sub-metering installed in newly refurbished areas

∙High-efficiency media suite commissioned with AV automation and controls

Scope 3 (Voluntary Disclosure)
Scope 3 is not reported
Verification and Assurance
This data was compiled internally and validated against primary energy records. No external assurance was conducted for this reporting year.

Page 5

MHR GLOBAL HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditor

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

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

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditor

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.
MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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

................................................

Miss J M Mills

Director

Date: 10 September 2025

Page 6

MHR GLOBAL HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MHR GLOBAL HOLDINGS LIMITED

Opinion

We have audited the financial statements of MHR Global Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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's affairs as at 31 December 2024 and of the Group's profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

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

Page 7

MHR GLOBAL HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MHR GLOBAL HOLDINGS LIMITED (CONTINUED)

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.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In 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 Directors' Report.

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

∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent Company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of Directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Page 8

MHR GLOBAL HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MHR GLOBAL HOLDINGS LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group's and 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.

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 Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙Enquiry of management and those charged with governance around actual and potential litigation and claims;

∙Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations;

∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;

∙Reviewing minutes of meetings of those charged with governance;

∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

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.

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

Page 9

MHR GLOBAL HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MHR GLOBAL HOLDINGS LIMITED (CONTINUED)

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.

Victoria Brown FCA (Senior Statutory Auditor)

for and on behalf of MHA, Statutory Auditor

Milton Keynes, United Kingdom

Date:

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542) 29 September 2025

Page 10

MHR GLOBAL HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	134,744,747	118,469,803
Cost of sales		(13,014,034)	(10,524,376)
Gross profit		121,730,713	107,945,427
Administrative expenses		(99,953,908)	(95,875,572)
Operating profit	5	21,776,805	12,069,855
Interest receivable and similar income	9	477,832	174,998
Interest payable and similar expenses	10	(240,740)	(227,538)
Profit before taxation		22,013,897	12,017,315
Tax on profit	11	(7,947,826)	(5,027,059)
Profit for the financial year		14,066,071	6,990,256


Foreign exchange movement	(16,895)	13,122
Other comprehensive income for the year	(16,895)	13,122
Total comprehensive income for the year	14,049,176	7,003,378

Profit for the year attributable to:
Owners of the parent Company	14,066,071	6,990,256
	14,066,071	6,990,256

Total comprehensive income for the year attributable to:
Owners of the parent Company	14,049,176	7,003,378
	14,049,176	7,003,378

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

The notes on pages 21 to 43 form part of these financial statements.

Page 11

MHR GLOBAL HOLDINGS LIMITED

REGISTERED NUMBER: 03466181

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	13		52,961,210		43,964,331
Current assets
Debtors	15	43,606,972		30,688,340
Cash at bank and in hand	16	36,007,453		34,337,563
		79,614,425		65,025,903
Creditors: amounts falling due within one year	17	(63,546,684)		(52,419,441)
Net current assets			16,067,741		12,606,462
Total assets less current liabilities			69,028,951		56,570,793
Creditors: amounts falling due after more than one year	18		(5,295,449)		(1,468,208)
Provisions for liabilities
Deferred taxation	20	(4,072,073)		(611,834)
			(4,072,073)		(611,834)
Net assets			59,661,429		54,490,751

Capital and reserves
Called up share capital	21	10,000	10,000
Foreign exchange reserve	22	(19,225)	(2,330)
Merger relief reserve	22	3,032,219	3,032,219
Merger reserve	22	1,386,030	1,386,030
Profit and loss account	22	55,252,405	50,064,832
		59,661,429	54,490,751

Page 12

MHR GLOBAL HOLDINGS LIMITED

REGISTERED NUMBER: 03466181

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

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

................................................

Miss J M Mills

Director

Date: 10 September 2025

The notes on pages 21 to 43 form part of these financial statements.

Page 13

MHR GLOBAL HOLDINGS LIMITED

REGISTERED NUMBER: 03466181

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	13		9,035,799		8,798,654
Investments	14		7,600,000		7,600,000
			16,635,799		16,398,654
Current assets
Debtors	15	14,834,155		9,732,704
Cash at bank and in hand	16	18,385,041		17,700,445
		33,219,196		27,433,149
Creditors: amounts falling due within one year	17	(8,986,563)		(4,990,663)
Net current assets			24,232,633		22,442,486
Total assets less current liabilities			40,868,432		38,841,140

Provisions for liabilities
Deferred taxation	20		(448,634)		(193,477)
Net assets			40,419,798		38,647,663

Capital and reserves
Called up share capital	21		10,000		10,000
Merger relief reserve	22		3,032,219		3,032,219
Profit and loss account brought forward		35,605,444		39,947,684
Profit for the year		10,650,633		1,609,785
Other changes in the profit and loss account		(8,878,498)		(5,952,025)
Profit and loss account carried forward			37,377,579		35,605,444
			40,419,798		38,647,663

Page 14

MHR GLOBAL HOLDINGS LIMITED

REGISTERED NUMBER: 03466181

COMPANY BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

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

................................................

Miss J M Mills

Director

Date: 10 September 2025

The notes on pages 21 to 43 form part of these financial statements.

Page 15

MHR GLOBAL HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Foreign exchange reserve	Merger relief reserve	Merger reserve	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2023	10,000	(15,452)	3,032,219	1,386,030	49,026,601	53,439,398
Comprehensive income for the year
Profit for the year	-	-	-	-	6,990,256	6,990,256
Foreign exchange movements	-	13,122	-	-	-	13,122
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	-	(5,952,025)	(5,952,025)

At 1 January 2024	10,000	(2,330)	3,032,219	1,386,030	50,064,832	54,490,751
Comprehensive income for the year
Profit for the year	-	-	-	-	14,066,071	14,066,071
Foreign exchange movements	-	(16,895)	-	-	-	(16,895)
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	-	(8,878,498)	(8,878,498)
At 31 December 2024	10,000	(19,225)	3,032,219	1,386,030	55,252,405	59,661,429

The notes on pages 21 to 43 form part of these financial statements.

Page 16

MHR GLOBAL HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Merger relief reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	10,000	3,032,219	39,947,684	42,989,903
Comprehensive income for the year
Profit for the year	-	-	1,609,785	1,609,785
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(5,952,025)	(5,952,025)

At 1 January 2024	10,000	3,032,219	35,605,444	38,647,663
Comprehensive income for the year
Profit for the year	-	-	10,650,633	10,650,633
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(8,878,498)	(8,878,498)
At 31 December 2024	10,000	3,032,219	37,377,579	40,419,798

The notes on pages 21 to 43 form part of these financial statements.

Page 17

MHR GLOBAL HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	14,066,071	6,990,256
Adjustments for:
Depreciation of tangible assets	3,835,220	3,138,131
Loss on disposal of tangible assets	207,146	-
Interest paid	240,740	227,538
Interest received	(477,832)	(174,998)
Taxation charge	7,947,826	5,027,059
(Increase)/decrease in debtors	(13,055,688)	5,491,981
Increase in creditors	10,220,021	8,675,837
Corporation tax (paid)	(4,892,744)	(4,956,216)
Foreign currency retranslation of net assets of subsidiary undertakings	(16,992)	13,122
Net cash generated from operating activities	18,073,768	24,432,710

Cash flows from investing activities
Purchase of tangible fixed assets	(12,906,091)	(7,968,185)
Sale of tangible fixed assets	3,999	187,640
Interest received	477,832	174,998
HP interest paid	(229,838)	(227,538)
Net cash from investing activities	(12,654,098)	(7,833,085)

Page 18

MHR GLOBAL HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		£	£


Cash flows from financing activities
Repayment of new finance leases	3,611,330	(1,702,270)
Dividends paid	(8,019,842)	(5,952,025)
Interest paid	(10,902)	-
Lease additions	669,634	-
Net cash used in financing activities	(3,749,780)	(7,654,295)
Net increase in cash and cash equivalents	1,669,890	8,945,330
Cash and cash equivalents at beginning of year	34,337,563	25,392,233
Cash and cash equivalents at the end of year	36,007,453	34,337,563

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	36,007,453	34,337,563
	36,007,453	34,337,563

The notes on pages 21 to 43 form part of these financial statements.

Page 19

MHR GLOBAL HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	New finance leases	At 31 December 2024
£	£	£	£

Cash at bank and in hand	34,337,563	1,669,890	-	36,007,453
Debt due within 1 year	-	-	-	-
Finance leases	(3,925,789)	(3,611,330)	(669,634)	(8,206,753)
	30,411,774	(1,941,440)	(669,634)	27,800,700

The notes on pages 21 to 43 form part of these financial statements.

Page 20

MHR GLOBAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

MHR Global Holdings Limited is a private company limited by shares, domiciled in England and Wales, registered number 03466181.
The registered office is The Old Hall, Ashwell, Oakham, Rutland, LE15 7LJ. The Group's principal place of business is Ruddington Hall, Loughborough Road, Ruddington, Nottinghamshire, NG11 6LL.
The Consolidated Financial Statements functional and presentational currency is British Pound Sterling and are rounded to the nearest £1.

2.Accounting policies

2.1

Basis of preparation of financial statements

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 21

MHR GLOBAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Revenue from rentals is recognised when the amount of revenue can be measured reliably, it is probable that the Company will receive the consideration due under the transaction and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.4

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 22

MHR GLOBAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property	-	2% per annum
Plant and machinery	-	10% per annum
Motor vehicles	-	15% - 25% per annum
Office equipment	-	5 - 50% per annum
Assets under construction	-	No depreciation charged until the asset is available for use

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Assets are depreciated from the date at which they are brought into use.

2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.6

Cash and cash equivalents

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

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.7

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement

Page 23

MHR GLOBAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.7

Financial instruments (continued)

of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

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

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

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

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

Basic financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Page 24

MHR GLOBAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.7

Financial instruments (continued)

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

2.8

Foreign currency translation

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 25

MHR GLOBAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.11

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

2.12

Pensions

Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.13

Interest income

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

2.14

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.

Increases in provisions are generally charged as an expense to profit or loss.

Page 26

MHR GLOBAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.16

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.17

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.

2.18

Creditors

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

Page 27

MHR GLOBAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in accordance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
a) Critical judgments in applying accounting policies
i) There are no judgments (apart from those involving estimates) that have had a significant effect on amounts recognised in the Financial Statements.
b) Key accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have the most significant potential impact upon the carrying values of assets and liabilities within the next financial year are as follows:
i) Useful economic lives of tangible fixed assets
The useful economic lives used by the Group in respect of tangible fixed assets are set out in the accounting policies. These estimates are the best estimate based on past experience and expected performance and are regularly reviewed to ensure they remain appropriate. The net book value of tangible fixed assets as at 31 December 2024 was £52,961,210 after a depreciation charge in the year of £3,835,220.

Turnover

The whole of the turnover is attributable to the principal activity of the Group.

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	134,581,067	118,178,752
Rest of Europe	155,623	279,231
Rest of the world	8,057	11,820
	134,744,747	118,469,803

Page 28

MHR GLOBAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Exchange differences	54,335	54,053
Loss/(profit) on sale of tangible assets	207,146	(5,018)
Impairment of receivables	77,522	8,001,060

Fees payable to the Group's auditor for the audit of the Group's annual financial statements

45,335

42,225

Fees payable to the Group's auditor in respect of:
Taxation compliance services	9,990	9,375
All non-audit services not included above	14,885	13,940

7.	Employees
	Staff costs, including Directors' remuneration, were as follows:

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


Wages and salaries	57,535,954	52,609,670	830,983	715,400
Social security costs	6,812,047	6,125,352	110,418	94,620
Cost of defined contribution scheme	2,813,941	2,851,983	62,808	341,925
	67,161,942	61,587,005	1,004,209	1,151,945

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

	2024	2023
	No.	No.

Salaried staff	869	832

Page 29

MHR GLOBAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Directors' remuneration
		2024	2023 as restated
		£	£

Directors' emoluments	708,481	625,400
Group contributions to defined contribution pension schemes	62,808	341,925
	771,289	967,325

	During the year retirement benefits were accruing to no Directors (2023 - NIL) in respect of defined contribution pension schemes.
	The highest paid Director received remuneration of £300,000 (2023 - £300,000).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £NIL (2023 - £NIL).

Key management personnel
Total key management personnel compensation for the Group in the current year was £893,791 (2023 - £1,057,325)

9.	Interest receivable and similar income
		2024	2023
		£	£

Other interest receivable

477,832

174,998

10.	Interest payable and similar expenses
		2024	2023
		£	£

Finance leases and hire purchase contracts	229,838	227,538
Other interest payable	10,902	-
	240,740	227,538

Page 30

MHR GLOBAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Corporation tax
Current tax on profits for the year	4,530,611	4,743,456
Adjustments in respect of previous periods	(43,024)	278,440

Total current tax	4,487,587	5,021,896

Deferred tax
Origination and reversal of timing differences	3,460,239	5,163
Total deferred tax	3,460,239	5,163


	Tax on profit	7,947,826	5,027,059

Profit on ordinary activities before tax

22,013,897

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	5,503,474	2,824,069
Effects of:
Expenses not deductible for tax purposes	89,890	1,918,562
Capital allowances for year in excess of depreciation	(1,047,703)	(6,920)
Utilisation of tax losses	(5,676)	1,018
Profit on disposal of fixed assets	(1,000)	-
Higher rate taxes on overseas earnings	(8,374)	-
Adjustments to tax charge in respect of prior periods	(43,024)	-
Other timing differences leading to an increase (decrease) in taxation	-	283,603
Changes in provisions leading to an increase (decrease) in the tax charge	-	6,727
Movement in deferred tax provision	3,460,239	-
Total tax charge for the year	7,947,826	5,027,059

Page 31

MHR GLOBAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Taxation (continued)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

12.	Dividends
		2024	2023
		£	£

Dividends paid

8,878,498

5,952,025

Page 32