ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Registered number: 03278604

MJF UK HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

MJF UK HOLDINGS LIMITED

COMPANY INFORMATION

Directors	J M Power
	C M Jennings
	A B Power


Company secretary	C M Jennings


Registered number	03278604


Registered office	112-114 Goswell Road
	London
	EC1V 7DH


Independent auditors	Barnes Roffe Audit Limited
	Chartered Accountants Stautory Auditor
	Leytonstone House
	3 Hanbury Drive
	London
	E11 1GA


Bankers	NatWest
	250 Bishopsgate
	London
	EC2M 4AA


Solicitors	Knights
	Capital Court
	30 Windsor Street
	Uxbridge
	Middlesex
	UB8 1AB

MJF UK HOLDINGS LIMITED

CONTENTS

	Page
Group strategic report	1 - 2
Directors' report	3 - 4
Independent auditors' report	5 - 8
Consolidated statement of comprehensive income	9
Consolidated balance sheet	10
Company balance sheet	11
Consolidated statement of changes in equity	12 - 13
Company statement of changes in equity	14
Consolidated statement of cash flows	15
Consolidated analysis of net debt	16
Notes to the financial statements	17 - 34

MJF UK HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present their strategic report of the Company and the Group for the year ended 31 December 2024.
We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face.
The group's activities are organised into the following divisions:
- Records Management & Scanning
- Office Furniture
- Business Relocation & Office Fit-out

Business review

The Records Management division’s profitability has improved, with increased storage revenue and strong
project work in the year. All facilities are now fully racked and trading continues to be good. The Office Furniture
division, which had been significantly invested in during the previous two years, had a disappointing performance
in a poor industry market and accordingly significant reductions in overheads were made towards the end of
2024, to ensure that 2025 and beyond are improved. The wider group continues to support this business going
forward. Overall, the combined performance in 2025 will be significantly improved.
We consider that our key financial performance indicators are those that communicate the financial performance
and strength of the group as a whole, these being turnover, gross margin and operating profit.
The financial results of the Group were as follows:
2024 2023
£'000s £'000s
Turnover 14,332 17,099
Gross profit 4,402 4,493
GP% 30.7% 26.3%
Overall turnover fell by 16% compared to 2023.
The increase in the GP% was the result of the improved margin within the Records Management division.
There was an operating profit of £373k (2023: £442k). This resulted from the increased gross profit margin,
and reduced overheads.

Profit before tax was £89k (2023: £107k). The profit added to reserves was £6.9k(2023: £12.4k). No dividends were paid (2023: Nil).
The cash balance at the year end was £1.136m (2023: £762k).

Page 1

MJF UK HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

As for many businesses of our size, the business environment in which we operate can be challenging. The
Office Services market in the UK is highly competitive, and also subject to corporate spending patterns within our
economy. We are able to manage this risk by controlling the overheads in our project type businesses. In the
Records Management division, the continuing focus on retention of existing client base and the growth by new
business are key to the strategy.
The external bank loans have been replaced by intercompany loans from the Irish parent. Cashflow projections anticipate that profits from the Records Management side of the business will be able to repay these loans within the next three years.

This report was approved by the board on 29 September 2025 and signed on its behalf.

C M Jennings

Director

Page 2

MJF UK 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 judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 activities of the group in the year under review were those of providing practical office design solutions, document storage and business relocation services.

Results and dividends

The profit for the year, after taxation, amounted to £6,893 (2023 - £12,422).

No dividends will be distributed for the year ended 31 December 2024.

Directors

The directors who served during the year were:

J M Power

C M Jennings

A B Power

Page 3

MJF UK HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

This report was approved by the board on 29 September 2025 and signed on its behalf.

C M Jennings

Director

Page 4

MJF UK HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MJF UK HOLDINGS LIMITED

Opinion

We have audited the financial statements of MJF UK 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 Changes in Equity, the Consolidated Statement of Cash Flows, 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 5

MJF UK HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MJF UK HOLDINGS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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 6

MJF UK HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MJF UK 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.

Auditors' responsibilities for the audit of the financial statements

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

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

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 Auditors' 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 Auditors' 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.

Page 7

MJF UK HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MJF UK HOLDINGS LIMITED (CONTINUED)

Gary Leonard (Senior statutory auditor)

for and on behalf of

Barnes Roffe Audit Limited

Chartered Accountants

Statutory Auditor

Leytonstone House

3 Hanbury Drive

London

E11 1GA

30 September 2025

Page 8

MJF UK HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£

Turnover	4	14,322,535	17,099,293
Cost of sales		(9,920,504)	(12,606,652)
Gross profit		4,402,031	4,492,641
Administrative expenses		(4,029,381)	(4,050,657)
Operating profit	5	372,650	441,984
Interest receivable and similar income	9	3,688	7
Interest payable and similar charges	10	(286,861)	(335,400)
Profit before tax		89,477	106,591
Tax on profit	11	(82,584)	(94,169)
Profit for the financial year		6,893	12,422

Other comprehensive income for the year
Gain on revaluation of freehold property	5,164,472	-
Deferred taxation arising from revaluation of freehold property	(1,291,118)	-
Total comprehensive income for the year	3,880,247	12,422

Profit for the year attributable to:
Owners of the parent company		6,893	12,422

The notes on pages 17 to 34 form part of these financial statements.

Page 9

MJF UK HOLDINGS LIMITED

REGISTERED NUMBER: 03278604

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	13		18,462,828		13,632,115
Current assets
Debtors: amounts falling due after more than one year	16	22,047		-
Debtors: amounts falling due within one year	16	2,505,605		5,604,146
Cash at bank and in hand	15	1,136,150		762,333
		3,663,802		6,366,479
Creditors: amounts falling due within one year	17	(5,214,424)		(8,206,497)
Net current liabilities			(1,550,622)		(1,840,018)
Total assets less current liabilities			16,912,206		11,792,097
Provisions for liabilities
Deferred tax	18		(1,947,127)		(707,265)
Net assets			14,965,079		11,084,832

Capital and reserves
Called up share capital	19	1,085,716	1,085,716
Share premium account	20	16,590	16,590
Revaluation reserve	20	7,451,209	3,643,191
Capital redemption reserve	20	1,033,501	1,033,501
Profit and loss account	20	5,378,063	5,305,834
		14,965,079	11,084,832

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.

C M Jennings

Director

The notes on pages 17 to 34 form part of these financial statements.

Page 10

MJF UK HOLDINGS LIMITED

REGISTERED NUMBER: 03278604

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	14		2,606,702		2,606,702
Current assets
Debtors: amounts falling due within one year	16	3,362,642		4,249,615
Cash at bank and in hand	15	10,328		18,541
		3,372,970		4,268,156
Creditors: amounts falling due within one year	17	(3,302,688)		(4,122,578)
Net current assets			70,282		145,578
Total assets less current liabilities			2,676,984		2,752,280


Net assets			2,676,984		2,752,280

Capital and reserves
Called up share capital	19		1,085,716		1,085,716
Share premium account	20		16,590		16,590
Capital redemption reserve	20		1,033,501		1,033,501
Profit and loss account brought forward		616,473		852,218
Loss for the year		(75,296)		(235,745)
Profit and loss account carried forward			541,177		616,473
			2,676,984		2,752,280

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.

C M Jennings

Director

The notes on pages 17 to 34 form part of these financial statements.

Page 11


		MJF UK HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Capital redemption reserve	Revaluation reserve	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2023	1,085,716	16,590	1,033,501	3,708,531	5,228,072	11,072,410
Comprehensive income for the year
Profit for the year	-	-	-	-	12,422	12,422
Total comprehensive income for the year	-	-	-	-	12,422	12,422
Transfer to/from profit and loss account	-	-	-	(65,340)	65,340	-

At 1 January 2024	1,085,716	16,590	1,033,501	3,643,191	5,305,834	11,084,832
Comprehensive income for the year
Profit for the year	-	-	-	-	6,893	6,893
Gain on revaluation of freehold property	-	-	-	5,164,472	-	5,164,472
Deferred taxation arising from revaluation of freehold property	-	-	-	(1,291,118)	-	(1,291,118)
Other comprehensive income for the year	-	-	-	3,873,354	-	3,873,354
Total comprehensive income for the year	-	-	-	3,873,354	6,893	3,880,247
Transfer to/from profit and loss account	-	-	-	(65,336)	65,336	-
At 31 December 2024	1,085,716	16,590	1,033,501	7,451,209	5,378,063	14,965,079

Page 12


		MJF UK HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

The notes on pages 17 to 34 form part of these financial statements.

Page 13


		MJF UK HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2023	1,085,716	16,590	1,033,501	852,218	2,988,025
Comprehensive income for the year
Loss for the year	-	-	-	(235,745)	(235,745)

At 1 January 2024	1,085,716	16,590	1,033,501	616,473	2,752,280

Loss for the year	-	-	-	(75,296)	(75,296)
At 31 December 2024	1,085,716	16,590	1,033,501	541,177	2,676,984

The notes on pages 17 to 34 form part of these financial statements.

Page 14

MJF UK 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	6,893	12,422
Adjustments for:
Depreciation of tangible assets	1,138,886	1,082,487
Loss on disposal of tangible assets	5,290	-
Interest paid	286,861	335,400
Interest received	(3,688)	(7)
Taxation charge	82,584	94,169
Decrease/(increase) in debtors	3,049,426	(1,786,158)
(Increase)/decrease in amounts owed by groups	(7,922)	-
(Decrease)/increase in creditors	(1,691,917)	827,530
(Decrease)/increase in amounts owed to groups	(350,000)	2,750,000
Corporation tax (paid)	(94,682)	(125,000)
Net cash generated from operating activities	2,421,731	3,190,843

Cash flows from investing activities
Purchase of tangible fixed assets	(810,479)	(775,514)
Interest received	3,688	7
Net cash from investing activities	(806,791)	(775,507)
Cash flows from financing activities
Repayment of loans	(954,262)	(2,833,779)
Interest paid	(286,861)	(335,400)
Net cash used in financing activities	(1,241,123)	(3,169,179)
Net increase/(decrease) in cash and cash equivalents	373,817	(753,843)
Cash and cash equivalents at beginning of year	762,333	1,516,176
Cash and cash equivalents at the end of year	1,136,150	762,333

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,136,150	762,333

The notes on pages 17 to 34 form part of these financial statements.

Page 15

MJF UK HOLDINGS LIMITED

FOR THE YEAR ENDED 31 DECEMBER 2024

Analysis of net debt

	At 1 January 2024	Cash flows	At 31 December 2024
	£	£	£

Cash at bank and in hand	762,333	373,817	1,136,150
Bank loans	(954,262)	954,262	-
	(191,929)	1,328,079	1,136,150

The notes on pages 17 to 34 form part of these financial statements.

Page 16

MJF UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

MJF UK Holdings Limited ("the Company") is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

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.

Monetary amounts in these financial statements are stated in pounds sterling, the functional and presentational currency of the Company, and are rounded to the nearest whole £1.

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 judgment 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.

2.3

Going concern

In making their assessment, the directors have reviewed management accounts up to 30 June 2025 and forecasts for the forthcoming year. The directors have also received confirmation of support from MJF Interiors Group Ltd. On that basis, the directors believe that the company and the group will continue to be a going concern for a period of at least 12 months from the approval date of the financial statement.

Page 17

MJF UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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.

2.5

Revenue

Revenue is measured at the fair value of the consideration received or receivable, excluding value added tax and trade discounts.
Revenue from record storage services is recognised in the period in which the service is provided. Free periods are recognised as nil revenue where consideration cannot be reliably allocated across the contract term.
Revenue from business relocation is recognised when furniture has been delivered or installed at the client's site.

2.6

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.

2.7

Interest income

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

2.8

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.

2.9

Borrowing costs

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

Page 18

MJF UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

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.

2.11

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.

2.12

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.

Page 19

MJF UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

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 and improvements	-	2% straight line
Motor vehicles	-	33% straight line
Fixtures and fittings	-	10% - 33% straight line
Office equipment	-	25% - 33% straight line

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.

2.13

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment.

2.16

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.

Page 20

MJF UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.17

Creditors

Short-term creditors are measured at the transaction price.

2.18

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.

2.19

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 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.

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.

Page 21

MJF UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.19

Financial instruments (continued)

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.

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.

Page 22

MJF UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Preparation of the financial statements requires management to make significant judgements and estimates in determining the carrying amounts of certain assets and liabilities. Management makes assumptions of the effects of uncertain future events on those assets and liabilities at the balance sheet date. The management's estimates and assumptions are based on historical experience and expectation of future events and are reviewed periodically.
Judgements in applying accounting policies
The Company does not consider there to be any critical judgements in applying accounting policies.
Accounting judgements and estimation
Useful economic lives of tangible fixed assets
The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates and the physical condition of the assets.
Impairment of debtors
The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other receivables, management considers factors including: the credit rating of the receivable, the ageing profile of receivables and historical experience.

Turnover

The turnover and profit before taxation are attributable to the principal activities of the group.

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	14,266,323	16,855,533
Europe	56,212	230,018
Rest of World	-	13,742
	14,322,535	17,099,293

Auditors remuneration	25,000	25,000
Operating leases	471,804	465,325
Depreciation	1,138,948	1,082,487

Page 23

MJF UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements	25,000	25,000
Fees payable to the company's auditors for non audit services	21,008	5,800
Total audit fees	46,008	30,800

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

		Group	Group
		2024	2023
		£	£


Wages and salaries	2,689,462	2,522,909
Social security costs	297,186	276,009
Cost of defined contribution scheme	114,632	106,135
	3,101,280	2,905,053

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

	Group	Group	Company	Company
	2024	2023	2024	2023

Admin	10	9	3	3
Selling	6	8	-	-
Design	2	2	-	-
Operations	37	35	-	-

	55	54	3	3

8.	Directors' remuneration
		2024	2023
		£	£

	Directors' emoluments	20,000	20,000

Page 24

MJF UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Interest receivable and similar income
		2024	2023
		£	£

Other interest

3,688

10.	Interest payable and similar charges
		2024	2023
		£	£

Group interest	257,886	130,887
Bank loan interest	28,913	204,513
Other interest charges	62	-
	286,861	335,400

Corporation tax
Current tax on profits for the year	76,665	-
Adjustments in respect of previous periods	57,175	-

Total current tax	133,840	-

Deferred tax
Origination and reversal of timing differences	(51,256)	94,169
Total deferred tax	(51,256)	94,169


		82,584	94,169

Page 25

MJF UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Taxation (continued)

Profit on ordinary activities before tax

89,477

106,591

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	22,369	26,648
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	35,395	2,072
Utilisation of tax losses	(200,216)	(79,030)
Depreciation in excess of capital allowances	109,752	36,486
Adjustments to tax charge in respect of prior periods	57,175	-
Other timing differences leading to an increase in taxation	58,109	107,993
Total tax charge for the year	82,584	94,169

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

12.	Parent company profit for the year

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 loss after tax of the parent Company for the year was £75,296 (2023 - loss £235,745).

Page 26

MJF UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Tangible fixed assets
	Group

	Freehold property	Motor vehicles	Fixtures and fittings	Office equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	12,536,477	44,995	9,281,315	588,426	22,451,213
Additions	-	29,942	774,661	5,876	810,479
Disposals	-	-	(371,678)	(74,100)	(445,778)
Revaluations	3,764,393	-	-	-	3,764,393
At 31 December 2024	16,300,870	74,937	9,684,298	520,202	26,580,307
Depreciation
At 1 January 2024	1,817,926	9,999	6,512,618	478,555	8,819,098
Charge for the year on owned assets	247,840	22,395	809,512	59,201	1,138,948
Disposals	-	-	(366,388)	(74,100)	(440,488)
On revalued assets	(1,400,079)	-	-	-	(1,400,079)
At 31 December 2024	665,687	32,394	6,955,742	463,656	8,117,479
Net book value
At 31 December 2024	15,635,183	42,543	2,728,556	56,546	18,462,828
At 31 December 2023	10,718,551	34,996	2,768,697	109,871	13,632,115

Freehold property in MJF Group Limited, Units 23 and 27 at Easter Park, Rainham, Essex, was revalued as at 28 November 2024 to its fair value of £13,765,000 by Kemsley LLP, Chartered Surveyors, who are independent of the company and have experience of valuing similar properties. The main input in the valuation was market-based sales price per square metres after considering recent sale of property with similar characteristics to the one owned by the Group. The total revaluation recognised amounts to £5,164,472.

Page 27

MJF UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Cost or valuation at 31 December 2024 is as follows:

			Land and buildings
			£

		At cost	9,269,497

		Previous revaluations	7,031,373

			16,300,870

If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows:
	2024	2023
	£	£

Group
Cost	9,269,497	9,269,497
Accumulated depreciation	(2,776,154)	(2,528,374)
Net book value	6,493,343	6,741,123

Page 28

MJF UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost
	At 1 January 2024	2,606,702
	At 31 December 2024	2,606,702

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

MJF Group Limited	Holding Company	Ordinary	100%
MJF Interdec Limited*	Dormant	Ordinary	100%
MJF Interiors Limited**	Offices Services	Ordinary	100%
MJF International Limited	Dormant	Ordinary	100%
MJF Business Services Limited	Offices Services	Ordinary	100%
MJF City Limited**	Dormant	Ordinary	100%
Redd Projects Limited***	Dormant	Ordinary	100%

*The company holds 24% of the ordinary share capital directly and 76% indirectly through its ownership of MJF Group Limited.
** The company holds 17.5% of the ordinary share capital directly and 82.5% indirectly through its ownership of MJF Group Limited.
*** The company holds 10% of the ordinary share capital directly and 90% indirectly through its ownership of MJF Group Limited.
All companies are registered in England and Wales with the registered office of the subsidiary undertakings being 112-114 Goswell Road, London, England, EC1V 7DH.

Page 29

MJF UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

MJF Group Limited	12,076,436	509,051
MJF Interdec Limited*	(682,435)	-
MJF Interiors Limited**	55,154	(633,577)
MJF International Limited	7,546	-
MJF Business Services Limited	2,914,036	706,714
MJF City Limited**	(887,484)	-
Redd Projects Limited***	(1,207,484)	-

15.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Cash at bank and in hand	1,136,150	762,333	10,328	18,541
	1,136,150	762,333	10,328	18,541

Page 30

MJF UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Debtors
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Due after more than one year
Other debtors	22,047	-	-	-
	22,047	-	-	-

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

Due within one year
Trade debtors	1,788,841	4,299,881	-	-
Amounts owed by group undertakings	7,922	-	3,362,642	4,249,615
Other debtors	210,678	243,836	-	-
Prepayments and accrued income	376,086	359,637	-	-
Amounts recoverable on long-term contracts	122,078	700,792	-	-
	2,505,605	5,604,146	3,362,642	4,249,615

17.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank loans	-	954,262	-	954,262
Trade creditors	546,698	2,010,488	-	-
Amounts owed to group undertakings	3,398,287	3,350,000	3,302,688	3,065,950
Other taxation and social security	330,494	552,071	-	-
Other creditors	12,013	18,088	-	-
Accruals and deferred income	926,932	1,321,588	-	102,366
	5,214,424	8,206,497	3,302,688	4,122,578

There was a mortgage debenture secured on the assets of MJF UK Holdings Limited and its subsidiary undertakings. As at 31 December 2024, MJF UK Holdings and its subsidiary undertakings had secured loans outstanding of £Nil (2023: £954,262).
NatWest Bank had a first legal charge over properties at Rainham, Wargrave and Thatcham.
The balances owed to group undertakings represent balances held with the Irish group companies which do not form part of the consolidation.

Page 31

MJF UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.	Deferred taxation
	Group

		2024
		£

	At beginning of year	(707,265)
	Charged to other comprehensive income	(1,291,118)
	Utilised in year	51,256
	At end of year	(1,947,127)

Company

		2024

	At end of year	-

		Group	Group
		2024	2023
		£	£

Accelerated capital allowances	(334,664)	(385,920)
Tax losses carried forward	(1,612,463)	(321,345)
	(1,947,127)	(707,265)

19.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

174,325 (2023 - 174,325) Ordinary shares of £0.05 each	8,716	8,716
1,077,000 (2023 - 1,077,000) Preference shares of £1.00 each	1,077,000	1,077,000

	1,085,716	1,085,716

Page 32

MJF UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.

Reserves

Share premium account

The share premium account includes the premium on issue of equity shares, net of any issue costs.

Revaluation reserve

The revaluation reserve represents the cumulative revaluation of freehold property, net of deferred tax.

Capital redemption reserve

The capital redemption reserve contains the nominal value of own shares that have been acquired by the company and cancelled.

Profit and loss account

The profit and loss account represents cumulative profit or losses, net of dividends and other adjustments.

21.	Pension commitments

The Group operates a defined contribution pension scheme for its directors and senior employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
The pension costs during the year were £117,443 (2023 - £106,135). The unpaid contributions outstanding at the year-end included in 'other creditors' are £12,013 (2023: £10,505).

Page 33

MJF UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	445,518	349,569
Later than 1 year and not later than 5 years	647,783	269,243
Later than 5 years	44,000	-
	1,137,301	618,812

		Company	Company
		2024	2023
		£	£

Not later than 1 year	197,114	237,933
Later than 1 year and not later than 5 years	78,104	161,459
	275,218	399,392

23.	Controlling party

The company's ultimate parent undertaking party is MJF Interiors Group Limited, a company based in Ireland. Copies of the group financial statements are available from its registered office, 50 Pembroke Road, Ballsbridge, Dublin, D04 R2X3, Ireland.
The ultimate controlling party is J M Power.

Page 34