Registration number:
for the
Year Ended 31 May 2025
Mistral Holdings Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Mistral Holdings Limited
Company Information
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Directors |
T H Barker M P Conway B Copithorne J C Ford J Lloyd J M Marshall G C Phillimore T Read M L Sutton C H Grindley M P Lloyd W M Scawn I R Wickett T P Wood S P Gill |
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Company secretary |
T P Wood |
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Registered office |
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Solicitors |
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Bankers |
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Auditors |
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Mistral Holdings Limited
Strategic Report for the Year Ended 31 May 2025
The directors present their strategic report for the year ended 31 May 2025.
Principal activity
The principal activity of Mistral Holdings Limited is that of a holding company. The principal activity of the group is public relations, public affairs and digital marketing and design.
Fair review of the business
The Camargue Group is an award-winning communications agency delivering public relations, public affairs, stakeholder consultation, marketing communications, digital marketing and design services to a wide range of clients - from FTSE-listed businesses, through to established SMEs and entrepreneurial start-ups.
We manage corporate reputations, we support businesses through growth, re-structure and change and help organisations connect with their customers and their stakeholders. Our model as a diversified sector specialist has served us well and is reflected in the breadth and quality of our work and our reputation in the market.
The group has been operating for over 35 years, consistently profitable over that time and continuing to grow and generate revenue for the benefit of the employee owned trust and the livelihoods of employees.
The results for the year which are set out in the profit and loss account show a gross profit (fee income) of £10,930,625 (2024 - £9,583,734) and an operating profit of £2,194,298 (2024 - £1,781,052). At 31 May 2025 the group had net assets of £5,389,019 (2024 - £4,992,346). The directors consider the performance for the year and the financial position at the year end to be satisfactory.
The group's key financial and other performance indicators during the year were as follows:
|
Financial KPIs |
Unit |
2025 |
2024 |
|
Gross profit (fee income) |
£ |
10,930,625 |
9,583,734 |
|
Operating profit |
£ |
2,194,298 |
1,781,052 |
The business is also measured against other key performance indicators including client-servicing levels, overhead control and sound cash management.
Principal risks and uncertainties
The principal risk for our business continues to be the macro effects of social, political, healthcare and economic 'events' such as government instability and major employment shifts.
Our management team strives to keep abreast of economic conditions and to modify policies and strategies to ensure the company remains flexible and financially robust. We exercise tight control over liquidity via vigilant debt and trade creditors control. We place importance on every member of staff developing their financial acumen.
Approved by the
Director
Mistral Holdings Limited
Directors' Report for the Year Ended 31 May 2025
The directors present their report and the for the year ended 31 May 2025.
Directors of the company
The directors who held office during the year were as follows:
The following director was appointed after the year end:
Financial instruments
Objectives and policies
The group's financial instruments comprise cash and liquid resources and various other items such as trade debtors, trade creditors etc. that arise directly from its operations. The main purpose of these financial instruments is to finance the operations of the group. The main risks arising form the group's operations are set out below:
Price risk, credit risk, liquidity risk and cash flow risk
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss to the other party by failing to discharge an obligation.
The group’s credit risk is primarily attributable to its trade receivables. The group's policies are aimed at minimising such losses, and require that deferred terms are only granted to customers who demonstrate an appropriate payment history and satisfy credit worthiness procedures. The amounts presented in the balance sheet are, where appropriate, net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The group held cash of £3,656,840 at the year end date. The directors constantly monitor cash flows to ensure that the group has sufficient liquid resources to meet its operational requirements.
Cash flow risk
Cash flow risk is the risk that inflows and outflows of cash and cash equivalents will not be sufficient to finance day-to-day operations of the group. The group manages cash flow by active management of working capital and negotiating terms with customers and suppliers to maintain available funds to meet its liabilities as they fall due.
The group has limited exposure both to interest rate risk, as there is limited third party funding within the group, and exchange rate risk, by virtue of the limited transactions in foreign currency.
Mistral Holdings Limited
Directors' Report for the Year Ended 31 May 2025
Dividends & contributions
On 1 November 2024, a contribution of £1,214,557 (2024 - £1,214,557) was made to the Mistral Holdings Trust Limited.
Future developments
November 2024 marked the second anniversary of our employee ownership. We made the decision to become employee owned to secure a strong independent future, to support succession planning and to give our people a greater stake in the performance and success of the agency. The directors look to the future with optimism with a continued focus on delivering outstanding quality and service to our clients, while staying true to our culture and values.
Going concern
Forecasts have been prepared that reflect estimates of future performance. At 31 May 2025, the group had net assets of £5,389,019 (2024 - £4,992,346) and access to cash reserves of £3,656,840 (2024 - £2,232,517). Based on forecasts prepared and the funds available, the directors believe that there are sufficient resources for the company to conduct business for at least 12 months post signing of the financial statements. As such the directors believe it is appropriate for the financial statements to be prepared on the going concern basis.
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Hazlewoods LLP as auditors of the company is to be proposed at the forthcoming Annual General Meeting.
Approved by the
Director
Mistral Holdings Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group and company for that period. In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and 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; and |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Mistral Holdings Limited
Independent Auditor's Report to the Members of Mistral Holdings Limited
Opinion
We have audited the financial statements of Mistral Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 group's and the parent company's affairs as at 31 May 2025 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 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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Mistral Holdings Limited
Independent Auditor's Report to the Members of Mistral Holdings Limited
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
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 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. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 5, 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 financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
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:
We considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits carried out in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
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• |
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
Mistral Holdings Limited
Independent Auditor's Report to the Members of Mistral Holdings Limited
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• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
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• |
enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
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• |
reading minutes of meetings of those charged with governance. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Staverton Court
Staverton
GL51 0UX
Mistral Holdings Limited
Consolidated Profit and Loss Account for the Year Ended 31 May 2025
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Note |
2025 |
2024 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Operating profit |
|
|
|
|
Other interest receivable and similar income |
|
|
|
|
Profit before tax |
|
|
|
|
Taxation |
( |
( |
|
|
Profit for the financial year |
|
|
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the company |
|
|
The above results were derived from continuing operations.
The group has no other comprehensive income for the year.
Mistral Holdings Limited
(Registration number: 09857706)
Consolidated Balance Sheet as at 31 May 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Debtors |
|
|
|
|
Investments |
- |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
- |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
18,021 |
18,021 |
|
|
Share premium reserve |
166,174 |
166,174 |
|
|
Capital redemption reserve |
238 |
238 |
|
|
Merger reserve |
983,486 |
983,486 |
|
|
Profit and loss account |
4,221,100 |
3,824,427 |
|
|
Equity attributable to owners of the company |
5,389,019 |
4,992,346 |
|
|
Total equity |
5,389,019 |
4,992,346 |
Approved and authorised by the
Director
Mistral Holdings Limited
(Registration number: 09857706)
Balance Sheet as at 31 May 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Current assets |
|||
|
Cash at bank and in hand |
|
|
|
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets/(liabilities) |
|
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
18,021 |
18,021 |
|
|
Share premium reserve |
166,174 |
166,174 |
|
|
Capital redemption reserve |
238 |
238 |
|
|
Merger reserve |
983,486 |
983,486 |
|
|
Profit and loss account |
4,359,666 |
4,359,295 |
|
|
Total equity |
5,527,585 |
5,527,214 |
The company made a profit after tax for the financial year of £1,214,928 (2024 - profit of £1,214,284).
Approved and authorised by the
Director
Mistral Holdings Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 May 2025
Equity attributable to the parent company
|
Share capital |
Share premium reserve |
Capital redemption reserve |
Merger reserve |
Profit and loss account |
Total |
|
|
At 1 June 2024 |
18,021 |
166,174 |
238 |
983,486 |
3,824,427 |
4,992,346 |
|
Profit for the year |
- |
- |
- |
- |
|
|
|
Contributions to Employee Ownership Trust |
- |
- |
- |
- |
(1,214,557) |
(1,214,557) |
|
At 31 May 2025 |
|
|
|
|
|
|
|
Share capital |
Share premium reserve |
Capital redemption reserve |
Merger reserve |
Profit and loss account |
Total |
|
|
At 1 June 2023 |
|
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
- |
|
|
|
Contributions to Employee Ownership Trust |
- |
- |
- |
- |
(1,214,557) |
(1,214,557) |
|
At 31 May 2024 |
18,021 |
166,174 |
238 |
983,486 |
3,824,427 |
4,992,346 |
Mistral Holdings Limited
Statement of Changes in Equity for the Year Ended 31 May 2025
|
Share capital |
Share premium reserve |
Capital redemption reserve |
Merger reserve |
Profit and loss account |
Total |
|
|
At 1 June 2024 |
18,021 |
166,174 |
238 |
983,486 |
4,359,295 |
5,527,214 |
|
Profit for the year |
- |
- |
- |
- |
|
|
|
Contributions to Employee Ownership Trust |
- |
- |
- |
- |
(1,214,557) |
(1,214,557) |
|
At 31 May 2025 |
|
|
|
|
|
|
|
Share capital |
Share premium reserve |
Capital redemption reserve |
Merger reserve |
Retained earnings |
Total |
|
|
At 1 June 2023 |
18,021 |
166,174 |
238 |
983,486 |
4,359,568 |
5,527,487 |
|
Profit for the year |
- |
- |
- |
- |
|
|
|
Contributions to Employee Ownership Trust |
- |
- |
- |
- |
(1,214,557) |
(1,214,557) |
|
At 31 May 2024 |
18,021 |
166,174 |
238 |
983,486 |
4,359,295 |
5,527,214 |
Mistral Holdings Limited
Consolidated Statement of Cash Flows for the Year Ended 31 May 2025
|
Note |
2025 |
2024 |
|
|
Cash flows from operating activities |
|||
|
Profit for the year |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Finance income |
( |
( |
|
|
Income tax expense |
|
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
Decrease/(increase) in trade debtors |
|
( |
|
|
(Decrease)/increase in trade creditors |
( |
|
|
|
Increase in provisions |
|
|
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Acquisition of intangible assets |
( |
- |
|
|
Withdrawal from/(Deposit in) current asset investment |
|
( |
|
|
Net cash flows from investing activities |
|
( |
|
|
Cash flows from financing activities |
|||
|
Contributions to employee ownership trust |
( |
( |
|
|
Payments to finance lease creditors |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net increase in cash and cash equivalents |
|
|
|
|
Cash and cash equivalents at 1 June |
|
|
|
|
Cash and cash equivalents at 31 May |
3,656,815 |
2,232,517 |
|
Mistral Holdings Limited
Notes to the Financial Statements for the Year Ended 31 May 2025
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Summary of disclosure exemptions
Mistral Holdings Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in its separate financial statements. Exemptions have been taken in the presentation of the company financial instruments and company statement of cash flows.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 May 2025.
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a profit before tax for the financial period of £1,214,928 (2024: £1,214,284).
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Mistral Holdings Limited
Notes to the Financial Statements for the Year Ended 31 May 2025
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
Forecasts have been prepared that reflect estimates of future performance. At 31 May 2025, the group had net assets of £5,389,019 (2024 - £4,992,346) and access to cash reserves of £3,656,840 (2024 - £2,232,517). Based on forecasts prepared and the funds available, the directors believe that there are sufficient resources for the company to conduct business for at least 12 months post signing of the financial statements. As such the directors believe it is appropriate for the financial statements to be prepared on the going concern basis.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Judgements
No significant judgements have been made by management in preparing these financial statements. |
Key sources of estimation uncertainty
No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies..
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group's activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue from the rendering of services in the period 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.
For retainer sales, there is a fixed fee in line with the contract terms, invoiced monthly in arrears. For project sales, this is invoiced based on time spent or a fixed fee basis in line with contract terms.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Mistral Holdings Limited
Notes to the Financial Statements for the Year Ended 31 May 2025
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Fixtures and fittings |
5 - 10 years straight line |
|
Office equipment |
2 - 10 years straight line |
|
Computer equipment |
3 years straight line |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
10 years straight line |
|
Software |
3 - 5 years straight line |
Mistral Holdings Limited
Notes to the Financial Statements for the Year Ended 31 May 2025
Investments
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
At each balance sheet, the company tests whether there are any indicators of assets being subject to impairment. If any such indicators exist, the recoverable amount of the asset is determined. If this proved to be impossible, the recoverable amount of the cash-generating unit to which the asset belongs is identified. An asset is subject to impairment if its carrying amount exceeds it recoverable amount; the recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. An impairment loss is directly expensed in the profit and loss account.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Provisions
Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the company's shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Mistral Holdings Limited
Notes to the Financial Statements for the Year Ended 31 May 2025
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Share based payments
The group and company operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using an average of prior year results and adjusted for market conditions. The directors have appropriately assessed the fair value and deem the adjustment to be immaterial in respect of the share based payment transactions. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.
Financial Instruments
Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
Mistral Holdings Limited
Notes to the Financial Statements for the Year Ended 31 May 2025
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
|
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
|
2025 |
2024 |
|
|
Rendering of services |
|
|
The total turnover of the group has been derived from its principal activity wholly undertaken in the United Kingdom.
|
Operating profit |
Arrived at after charging
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Foreign exchange losses |
- |
|
|
Operating lease expense - property |
|
|
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Interest income on bank deposits |
|
|
|
Staff costs |
Group
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Administration and support |
|
|
Mistral Holdings Limited
Notes to the Financial Statements for the Year Ended 31 May 2025
Company
The company incurred no staff costs and had no employees.
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
1,724,011 |
1,685,354 |
During the year the number of directors who were receiving benefits was as follows:
|
2025 |
2024 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Company contributions to money purchase pension schemes |
|
|
|
Auditor's remuneration |
|
2025 |
2024 |
|
|
Audit of these financial statements |
2,430 |
2,310 |
|
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
26,070 |
24,833 |
|
|
|
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2025 |
2024 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
( |
( |
|
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods |
- |
1,543 |
|
Total deferred taxation |
( |
( |
|
Tax expense in the consolidated profit and loss account |
|
|
Mistral Holdings Limited
Notes to the Financial Statements for the Year Ended 31 May 2025
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2025 |
2024 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Tax increase from effect of capital allowances and depreciation |
|
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Deferred tax expense from unrecognised temporary difference from a prior period |
- |
|
|
Tax decrease from effect of income exempt for tax purposes |
(19,394) |
- |
|
Total tax charge |
|
|
Deferred tax
Group
Deferred tax assets and liabilities
|
2025 |
Liability |
|
Fixed asset timing difference |
( |
|
Short term timing differences |
|
|
( |
|
2024 |
Liability |
|
Fixed asset timing difference |
( |
|
Short term timing differences |
|
|
( |
Company
The company has no deferred tax assets or liabilities.
Mistral Holdings Limited
Notes to the Financial Statements for the Year Ended 31 May 2025
|
Intangible assets |
Group
|
Goodwill |
Software
|
Total |
|
|
Cost |
|||
|
At 1 June 2024 |
|
|
|
|
Additions |
- |
|
|
|
Disposals |
- |
( |
( |
|
At 31 May 2025 |
|
|
|
|
Amortisation |
|||
|
At 1 June 2024 |
|
|
|
|
Amortisation charge |
|
|
|
|
Amortisation eliminated on disposals |
- |
( |
( |
|
At 31 May 2025 |
|
|
|
|
Carrying amount |
|||
|
At 31 May 2025 |
|
|
|
|
At 31 May 2024 |
|
|
|
At 31 May 2025, the remaining amortisation periods for goodwill was 5.5 months, with a carrying value of £141,364.
|
Tangible assets |
Group
|
Fixtures and fittings |
Office equipment |
Computer equipment |
Total |
|
|
Cost |
||||
|
At 1 June 2024 |
|
|
|
|
|
Additions |
- |
- |
|
|
|
Disposals |
( |
( |
( |
( |
|
At 31 May 2025 |
|
|
|
|
|
Depreciation |
||||
|
At 1 June 2024 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
Eliminated on disposal |
( |
( |
( |
( |
|
At 31 May 2025 |
|
|
|
|
|
Carrying amount |
||||
|
At 31 May 2025 |
|
|
|
|
|
At 31 May 2024 |
|
|
|
|
Mistral Holdings Limited
Notes to the Financial Statements for the Year Ended 31 May 2025
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
|
2025 |
2024 |
|
|
Computer equipment |
5,413 |
24,910 |
|
Investments |
Group
|
2025 |
2024 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 June 2024 and 31 May 2025 |
|
|
Provision |
|
|
Carrying amount |
|
|
At 31 May 2025 |
|
|
At 31 May 2024 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2024 |
|||
|
Subsidiary undertakings |
||||
|
|
Eagle Tower, Montpellier Drive, Cheltenham, Gloucestershire, GL50 1TA |
|
|
|
|
Associates |
||||
|
|
Eagle Tower, Montpellier Drive, Cheltenham, Gloucestershire, GL50 1TA |
Ordinary |
|
|
|
Debtors |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Trade debtors |
|
|
- |
- |
|
Other debtors |
|
|
- |
- |
|
Prepayments |
|
|
- |
- |
|
Accrued income |
|
|
- |
- |
|
|
|
- |
- |
|
Mistral Holdings Limited
Notes to the Financial Statements for the Year Ended 31 May 2025
|
Current asset investments |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Other investments |
- |
|
- |
- |
Other investments of £Nil (2024 - £400,000) comprise a fixed term deposit account that matured on 28 November 2024 and attracted interest at 3.55% per annum.
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Cash on hand |
|
|
- |
- |
|
Cash at bank |
|
|
|
|
|
|
|
|
|
|
|
Creditors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Trade creditors |
|
|
- |
- |
|
|
Amounts due to related parties |
- |
- |
- |
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Accruals and deferred income |
|
|
|
|
|
|
Corporation tax liability |
336,452 |
248,739 |
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
- |
|
- |
- |
|
|
Loans and borrowings |
|
Group |
Company |
|||
|
Current loans and borrowings |
2025 |
2024 |
2025 |
2024 |
|
Hire purchase contracts |
|
|
- |
- |
|
Group |
Company |
|||
|
Non-current loans and borrowings |
2025 |
2024 |
2025 |
2024 |
|
Hire purchase contracts |
- |
|
- |
- |
Amounts due under hire purchase agreements are secured on the assets to which they relate.
Mistral Holdings Limited
Notes to the Financial Statements for the Year Ended 31 May 2025
|
Provisions for liabilities |
Group
|
Deferred tax |
Dilapidations |
Total |
|
|
At 1 June 2024 |
|
|
|
|
Increase (decrease) in existing provisions |
( |
|
|
|
At 31 May 2025 |
|
|
|
|
|
|||
Dilapidations
The dilapidations provision of £54,588 relates to the costs the group expects to incur in restoring the leased premises to their condition prior to occupancy. The provision is management's best estimate of the expected cash outflows.
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
18,021 |
|
18,021 |
|
Reserves |
Share premium reserve
This reserve contains any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Capital redemption reserve
This reserve represents the amount that the company has transferred from the profit and loss account and is required to retain as a result of repurchasing its own shares. It is a non distributable reserve.
Merger reserve
This reserve represents the difference between the nominal value and the fair value of the shares issued to the former owners of Camargue Group Limited as share-for-share consideration.
Profit and loss account
This represents the cumulative profits or losses, net of dividends paid and other adjustments.
Mistral Holdings Limited
Notes to the Financial Statements for the Year Ended 31 May 2025
|
Obligations under leases and hire purchase contracts |
Group
Finance leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
- |
|
|
|
|
Operating leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
|
Share-based payments |
On the 24 March 2023 the group introduced an Enterprise Management Incentive plan (EMI) share option plan for certain employees in it's subsidiaries. These employees are entitled to exercise the share options when a specific event occurs as set out in the rules of the scheme. If the options remain unexercised 10 years after the anniversary of the grant date, these options lapse.
The company awarded 1,448,906 options, of which none have been exercised, 17,706 have been forfeited and 1,431,200 remain outstanding as at 31 May 2025. The exercise price is £0.01 per option and is considered to be consistent with the fair value at the grant date of the option. The directors have appropriately assessed the fair value and consider the adjustment to be immaterial in respect of the share based payments. Therefore no charge has been processed in the financial statements.
|
Analysis of changes in net debt |
Group
|
At 1 June 2024 |
Cash flows |
At 31 May 2025 |
|
|
Cash and cash equivalents |
|||
|
Cash |
2,232,517 |
1,424,323 |
3,656,840 |
|
Borrowings |
|||
|
Lease liabilities |
(24,653) |
19,240 |
(5,413) |
|
|
|||
|
|
|
|
|
Mistral Holdings Limited
Notes to the Financial Statements for the Year Ended 31 May 2025
|
Related parties |
Key management personnel are considered to be the directors of the group and key management personnel compensation is disclosed in note 7 to these financial statements.
Transactions with shareholders
During the year, a contribution of £1,214,557 (2
The following amounts were outstanding from the directors at the year end date:
|
2025 |
2024 |
|
|
Balance outstanding with directors |
1,696 |
1,799 |
|
Parent and ultimate parent undertaking |
The ultimate controlling party is Mistral Holdings Trust Limited, incorporated in the United Kingdom, on behalf of the Mistral Holdings Employee Ownership Trust.