REGISTERED NUMBER: 05315200 (England and Wales)

Report of the Director and

Financial Statements

for the Year Ended 31 December 2024

for

MRG Holdings Limited

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

3

Statement of Comprehensive Income

6

Statement of Financial Position

7

Statement of Changes in Equity

8

Notes to the Financial Statements

9

DIRECTOR:

G Engleder

REGISTERED OFFICE:

3rd Floor

33 Glasshouse Street

London

W1B 5DG

REGISTERED NUMBER:

05315200 (England and Wales)

AUDITORS:

Venture House Business Service Limited

Chartered Accountants and

Statutory Auditors

Venture House

Calne Road

Lyneham

Chippenham

SN15 4PP

The director presents his report with the financial statements of the company for the year ended 31 December 2024.

DIRECTOR

G Engleder held office during the whole of the period from 1 January 2024 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

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

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

The director is 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 enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

G Engleder - Director

29 September 2025

Opinion

We have audited the financial statements of MRG Holdings Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

We draw your attention to the going concern note, as stated, these accounts have not been prepared on a going concern basis as it is the intention of the directors to wind up the company. Our opinion is not modified in this respect of this matter.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Director.

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

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

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the director was not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is responsible for assessing the 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 director either intends to liquidate the company or to cease operations, or has 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Christopher Baylis (Senior Statutory Auditor)

for and on behalf of Venture House Business Service Limited

Chartered Accountants and

Statutory Auditors

Venture House

Calne Road

Lyneham

Chippenham

SN15 4PP

30 September 2025

REVENUE

-

-

Administrative expenses

485,911

9,762

OPERATING LOSS and

LOSS BEFORE TAXATION

(485,911

)

(9,762

)

Tax on loss

6

-

(315,140

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(485,911

)

305,378

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(485,911

)

305,378

CURRENT ASSETS

Debtors

7

-

496,272

CREDITORS

Amounts falling due within one year

8

-

10,361

NET CURRENT ASSETS

-

485,911

TOTAL ASSETS LESS CURRENT LIABILITIES

-

485,911

CAPITAL AND RESERVES

Called up share capital

9

180,533

180,533

Retained earnings

(180,533

)

305,378

SHAREHOLDERS' FUNDS

-

485,911

The financial statements were approved by the director and authorised for issue on 29 September 2025 and were signed by:

G Engleder - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

180,533

-

180,533

Changes in equity

Total comprehensive income

-

305,378

305,378

Balance at 31 December 2023

180,533

305,378

485,911

Changes in equity

Total comprehensive income

-

(485,911

)

(485,911

)

Balance at 31 December 2024

180,533

(180,533

)

-

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 33.7.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

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

31.12.24

31.12.23

1

1

The director is deemed an employee.

31.12.24

31.12.23

£

£

Director's remuneration

-

-

4.	OPERATING LOSS

The operating loss is stated after charging:

31.12.24

31.12.23

£

£

Auditors' remuneration

5,940

5,400

Auditors' remuneration for non audit work

3,360

2,700

5.	WRITE OFF OF AMOUNTS DUE FROM GROUP UNDERTAKING

31.12.24

31.12.23

£

£

Exceptional items

(474,885

)

-

It is the intention of the company and it's parent to be wound up post year end. Therefore, the amount due from the parent company, Wychem Holding Limited, of £474,885 was written off in the year.

6.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

31.12.24

31.12.23

£

£

Current tax:

UK corporation tax

-

(315,140

)

Tax on loss

-

(315,140

)

This relates to group relief that Wychem Ltd received in 2019 and 2020 whilst still part of the group.

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Amounts owed by group undertakings

-

496,272

As explained in the exceptional items note, the amount due from the parent company was written off in the year.

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

-

791

Accrued expenses

-

9,570

-

10,361

9.	CALLED UP SHARE CAPITAL

Allotted, called up and fully paid

31.12.23

31.12.22

£

£

115,548

Ordinary 'A' shares of £1 each

115,548

115,548

64,985

Ordinary 'B' shares of £1 each

64,985

64,985

180,533

180,533

10.	ULTIMATE PARENT COMPANY

The company's immediate parent company is Wychem Holding Limited, registered address is 6th Floor 33 Glasshouse Street, London, England, W1B 5DG.

The ultimate parent company is AUR Portfolio III SE & Co. KGaA. AUR Portfolio III SE & Co. KGaA is the largest and smallest group for which group accounts are drawn up.

Copies of the financial statements of AUR Portfolio III SE & Co. KGaA are available from the company secretary, AUR Portfolio III SE & Co. KGaA, Ludwig-Ganghofer-Strasse 6, 82031 Gruenwald, Germany.

11.	RELATED PARTY DISCLOSURES

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

12.	ULTIMATE CONTROLLING PARTY

The company's immediate parent company is Wychem Holding Limited.

The ultimate parent company is AUR Portfolio III SE & Co. KGaA. AUR Portfolio III SE & Co. KGaA is the largest and smallest group for which group accounts are drawn up.

Copies of the financial statements of AUR Portfolio III SE & Co. KGaA are available from the company secretary, AUR Portfolio III SE & Co. KGaA, Ludwig-Ganghofer-Strasse 6, 82031 Gruenwald, Germany.

13.	GOING CONCERN

Following the sale of the company's subsidiary in 2021 it is the intention of the director to wind the company up. Therefore these accounts have been prepared on a basis other than going concern. No changes arose to the accounts as a result of this.