Company registration number 10158796 (England and Wales)
MBA HOLDING COMPANY 3 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
MBA HOLDING COMPANY 3 LIMITED
COMPANY INFORMATION
Directors
Mr M L Garlick
Ms A M Garlick
Ms G L Garlick
Company number
10158796
Registered office
12 Brook House
Chapel Place
Rivington Street
London
EC2A 3SJ
Auditor
Kirk Rice LLP
Zeeta House
200 Upper Richmond Road
Putney
London
United Kingdom
SW15 2SH
MBA HOLDING COMPANY 3 LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Company statement of cash flows
15
Notes to the financial statements
16 - 30
MBA HOLDING COMPANY 3 LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Fair review of the business

MBA Holding Company 3 Limited continues to operate on a profitable and stable basis and the operation continues to be run by a strong team, including Directors and senior management, offering strategic advice.

We have a clear business model to increase company profitability. Our business plan is underpinned by clear assumptions and our strong, experienced team have the expertise to flex these plans and respond proactively to opportunities as well as challenges as they are identified.

What we achieved in year ended 2024

The group has solidified its client base and expect the business to grow further in the forthcoming years.

Financial KPIs

Gross revenue decreased, with gross profit margins reflecting market trends. Gross revenues decreased by 35%, with gross profit margins reflecting market trends. Despite this, the group still has a strong pre-tax profit and a healthy cash position at year end.

Total revenues generated were €24.5m (2023: €37.7m) for the year ended 31 December 2024.

Pre tax profit for the year amounted to €20m (2023: €3.6m).

Net liabilities at the balance sheet date were €1.3m (2023: net assets of €15.5m).

Our objectives for 2025

The group looks to maintain strong financial performance and will continue to develop where markets remain supportive, we will continue to focus on driving fee and profit growth as we work towards these objectives. Additionally, the group will continue to seek other business opportunities, to enhance its profitability in the UK and Europe.

Principal risks and uncertainties

Group working capital is provided via an overdraft facility secured against debtors.

Cash management has been arranged via the notional pooling pooling of group funds providing a flexible and efficient method of maximising cash usage. These arrangements continue in use. The main business risk is increased competition in our markets. As we have flexible business plans to cater for most eventualities.

The key risks for the group are the ability of customers to pay and the fluctuation of the Euro exchange rate with the British Pound. All new customers are carefully credit checked and exchange risk is minimised by ensuring client and contractor currencies are matched.

The group operates an effective credit control process and clients are contacted before payments are due, to minimise any late queries, Most clients pay within the agreed terms and any overdue payment are vigorously monitored and pursued. This policy has reduced the risk of incurring bad debts.

We, as a Board are closely monitoring our operations and cashflow on a regular basis to ensure we identify any potential issues. Additionally, we have taken steps to assess the impact that the current economic instability within the UK will have on the Group in all countries it operates within. Despite the challenges presented by the economic uncertainty, we remain in a sound financial position with strong reserves and strength in our customer base.

MBA HOLDING COMPANY 3 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

Investment in people

Recruitment Policy

The company operates a policy of recruiting staff from all nationalities, background and ages. Nationalities include British, Dutch, German, Indian, French, Belgium and Swiss, and their ages ranged from early 20s to 65.

Training

The group continues to train and motivate the sales team and expand the development of long term relationships with new clients as well as provide a focused and dedicated resource with which to service it s existing base of major clients.

Full training is given to administrative staff.

Staff Objectives

The group had maintained its sales force to ensure there is sufficient resource to match the group's commitment to serving its existing clients and develop new relationships in other areas. As a result, the group has continued to provide first class support and the sourcing of highly skilled personnel to customer.

Statement by the directors relating to their statutory duties under section S(172) of the companies Act 2006

The directors, in line with their duties under s172 of the Companies Act 2006, act individually and collectively in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its stakeholders, and in doing so have regard, amongst other matters, to the:

- Likely consequences of any decision in the long term, in respect of our strategy and other goals. We will continue to adhere to the needs of our Corporate Governance.

- Interests of the group's employees, as they are fundamental assets to the success of the Group. We will continue to monitor their working environment and welfare.

- Need to foster the group's business relationships with suppliers, partners and others, especially our Clients and Contractors, who in themselves lead to the success of the Group.

- Impact of the group's operations on the community and the environment, as we are in consultancy, our operations impact direct stakeholders only and have no effect on the environment. However, we try to reduce our impact of the environment by controlling our use of non-recyclable products.

- Desirability of the group maintaining a reputation for high standards of business conduct, especially towards our Stakeholders.

- Need to act fairly as between members of the group, the Management feel internal employees are fundamental to the success of the business and will endeavour to monitor their welfare and well-being.

On behalf of the board

Mr M L Garlick
Director
31 October 2025
MBA HOLDING COMPANY 3 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

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

Principal activities

The principal activity of the group continued to be that of a provider of IT Consultants on a contract and permanent basis.

Results and dividends

The results for the year are set out on page 8.

The group results represent those of MBA Michael Bailey Associates Plc, Michael Bailey Associates Limited, Metroyard Limited, MBA Michael Bailey Associates GmbH, MBA Michael Bailey Associates AG,, MBA Michael Bailey Associates UK Limited, MBA Michael Bailey Associates SPRL, MBA Michael Bailey Associates Project Services AG, Michael Bailey Associates Recruitment Limited, and Michael Bailey Associates Project Services Limited.

No dividends were paid during the year (2023: €nil), although a discretionary gift was made to The MBA Employee Ownership Trust of €32.9m (2023: €nil) to settle the trust.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr M L Garlick
Ms A M Garlick
Ms G L Garlick
Supplier payment policy

The group's current policy concerning the payment of trade creditors is to agree the terms of payment when contracts are completed and to ensure that suppliers are made aware of terms of payment at this point. The group pays its trade creditors in accordance with these contractual and legal obligations, On average trade creditors at the year end represented 18 (202 3: 28) days purchases.

Auditor

Kirk Rice LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

MBA HOLDING COMPANY 3 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual 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 for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

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

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Strategic report

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of principal risks and uncertainties.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr M L Garlick
Director
31 October 2025
MBA HOLDING COMPANY 3 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MBA HOLDING COMPANY 3 LIMITED
- 5 -
Opinion

We have audited the financial statements of MBA Holding Company 3 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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 December 2024 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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.

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 and 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

MBA HOLDING COMPANY 3 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MBA HOLDING COMPANY 3 LIMITED
- 6 -
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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 and 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 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.

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

The extent to which the audit was considered capable of detecting irregularities including fraud

Our audit approach was developed by obtaining an understanding of the group and parent company's activities, the key functions undertaken on behalf of the Board by management and by service organisations, and the overall control environment. Based on this understanding we assessed those aspects of the group and parent c ompany's transactions and balances which were most likely to give rise to a material misstatement and were most susceptible to irregularities including fraud or error. Specifically, we identified what we considered to be key audit risks and planned our approach accordingly.

We gained an understanding of the legal and regulatory framework applicable to the group and parent company and the industry in which it operates, and considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with Companies Act 2006 and FRS102.

We designed audit procedures to respond to the risk, 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.

MBA HOLDING COMPANY 3 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MBA HOLDING COMPANY 3 LIMITED
- 7 -

We focused on laws and regulations that could give rise to a material misstatement in the company financial statements. Our tests included, but were not limited to:

- agreement of the financial statements disclosures to underlying supporting documentation;

- enquiries of management;

- considering the effectiveness of control environment in monitoring compliance with laws and regulations.

There are inherent limitations in the audit procedures described above 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 would become aware of it. As in all of our audits we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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 group and parent 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 group and parent company, and the group and parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

David Forinton (Senior Statutory Auditor)
For and on behalf of Kirk Rice LLP
31 October 2025
Statutory Auditor
Zeeta House
200 Upper Richmond Road
Putney
London
United Kingdom
SW15 2SH
MBA HOLDING COMPANY 3 LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
Continuing
Discontinued
31 December
Continuing
Discontinued
31 December
operations
operations
2024
operations
operations
2023
Notes
€
€
€
€
€
€
Turnover
3
15,368,996
9,091,412
24,460,408
25,298,730
12,373,794
37,672,524
Cost of sales
(11,803,555)
(6,855,514)
(18,659,069)
(21,254,438)
(9,383,705)
(30,638,143)
Gross profit
3,565,441
2,235,898
5,801,339
4,044,292
2,990,089
7,034,381
Administrative expenses
(582,506)
(2,335,091)
(2,917,597)
(1,381,840)
(2,947,733)
(4,329,573)
Other operating income
(659,808)
970,756
310,948
(643,916)
1,194,722
550,806
Operating profit
4
2,323,127
871,563
3,194,690
2,018,536
1,237,078
3,255,614
Interest receivable and similar income
7
3,718,046
-
3,718,046
430,918
-
430,918
Interest payable and similar expenses
8
(22,367)
(488)
(22,855)
(105,497)
(2,470)
(107,967)
Gains on disposal of subsidiaries
9
13,107,316
-
13,107,316
-
-
-
Profit before taxation
19,126,122
871,075
19,997,197
2,343,957
1,234,608
3,578,565
Tax on profit
10
(265,689)
-
(265,689)
(545,794)
(298,508)
(844,302)
Profit for the financial year
18,860,433
871,075
19,731,508
1,798,163
936,100
2,734,263
Profit for the financial year is all attributable to the owners of the parent company.
MBA HOLDING COMPANY 3 LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
€
€
Profit for the year
19,731,508
2,734,263
Other comprehensive income
Currency translation (loss)/gain taken to retained earnings
(235,788)
320,929
Total comprehensive income for the year
19,495,720
3,055,192
Total comprehensive income for the year is all attributable to the owners of the parent company.
MBA HOLDING COMPANY 3 LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
€
€
€
€
Fixed assets
Tangible assets
13
162,660
190,454
Current assets
Debtors
16
2,440,926
6,109,315
Cash at bank and in hand
2,843,538
20,469,131
5,284,464
26,578,446
Creditors: amounts falling due within one year
17
(6,768,956)
(11,265,986)
Net current (liabilities)/assets
(1,484,492)
15,312,460
Net (liabilities)/assets
(1,321,832)
15,502,914
Capital and reserves
Called up share capital
20
176,909
186,996
Capital redemption reserve
10,087
-
0
Profit and loss reserves
(1,508,828)
15,315,918
Total equity
(1,321,832)
15,502,914

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 31 October 2025 and are signed on its behalf by:
31 October 2025
Mr M L Garlick
Director
Company registration number 10158796 (England and Wales)
MBA HOLDING COMPANY 3 LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
€
€
€
€
Fixed assets
Investments
14
186,996
186,996
Current assets
Cash at bank and in hand
926,924
-
0
Creditors: amounts falling due within one year
17
(365,342)
-
Net current assets
561,582
-
0
Net assets
748,578
186,996
Capital and reserves
Called up share capital
20
176,909
186,996
Capital redemption reserve
10,087
-
0
Profit and loss reserves
561,582
-
0
Total equity
748,578
186,996

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was €33,682,048 (2023 - €0 profit).

The financial statements were approved by the board of directors and authorised for issue on 31 October 2025 and are signed on its behalf by:
31 October 2025
Mr M L Garlick
Director
Company registration number 10158796 (England and Wales)
MBA HOLDING COMPANY 3 LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
€
€
€
€
Balance at 1 January 2023
186,996
-
0
12,260,726
12,447,722
Year ended 31 December 2023:
Profit for the year
-
-
2,734,263
2,734,263
Other comprehensive income:
Currency translation differences
-
-
320,929
320,929
Total comprehensive income
-
-
3,055,192
3,055,192
Balance at 31 December 2023
186,996
-
0
15,315,918
15,502,914
Year ended 31 December 2024:
Profit for the year
-
-
19,731,508
19,731,508
Other comprehensive income:
Currency translation differences
-
-
(235,788)
(235,788)
Total comprehensive income
-
-
19,495,720
19,495,720
Discretionary gift to Employee Ownership Trust
-
-
(35,962,423)
(35,962,423)
Own shares acquired
-
-
(358,043)
(358,043)
Redemption of shares
20
(10,087)
10,087
-
-
0
Balance at 31 December 2024
176,909
10,087
(1,508,828)
(1,321,832)
MBA HOLDING COMPANY 3 LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
€
€
€
€
Balance at 1 January 2023
186,996
-
0
-
0
186,996
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
-
-
0
Balance at 31 December 2023
186,996
-
0
-
0
186,996
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
33,682,048
33,682,048
Discretionary gift to Employee Ownership Trust
-
-
(32,762,423)
(32,762,423)
Own shares acquired
-
-
(358,043)
(358,043)
Redemption of shares
20
(10,087)
10,087
-
-
0
Balance at 31 December 2024
176,909
10,087
561,582
748,578
MBA HOLDING COMPANY 3 LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
2024
2023
Notes
€
€
€
€
Cash flows from operating activities
Cash generated from operations
24
2,978,619
5,196,619
Interest paid
(22,855)
(107,967)
Income taxes paid
(489,677)
(152,220)
Net cash inflow from operating activities
2,466,087
4,936,432
Investing activities
Purchase of tangible fixed assets
-
(9,322)
Proceeds from disposal of subsidiaries, net of cash disposed
12,997,500
-
Repayment of loans
5,386
4,745
Interest received
158,996
161,100
Dividends received
3,559,050
269,818
Net cash generated from investing activities
16,720,932
426,341
Financing activities
Purchase of treasury shares
(358,043)
-
0
Dividends paid to equity shareholders
(35,962,423)
-
0
Net cash used in financing activities
(36,320,466)
-
Net (decrease)/increase in cash and cash equivalents
(17,133,447)
5,362,773
Cash and cash equivalents at beginning of year
20,088,735
14,396,499
Effect of foreign exchange rates
(128,213)
329,463
Cash and cash equivalents at end of year
2,827,075
20,088,735
Relating to:
Cash at bank and in hand
2,843,538
20,469,131
Bank overdrafts included in creditors payable within one year
(16,463)
(380,396)
MBA HOLDING COMPANY 3 LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
2024
2023
Notes
€
€
€
€
Cash flows from operating activities
Cash generated from/(absorbed by) operations
25
1,079,361
-
0
Investing activities
Interest received
20,812
-
0
Dividends received
32,947,217
-
0
Net cash generated from/(used in) investing activities
32,968,029
-
Financing activities
Purchase of treasury shares
(358,043)
-
0
Dividends paid to equity shareholders
(32,762,423)
-
Net cash used in financing activities
(33,120,466)
-
Net increase in cash and cash equivalents
926,924
-
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
926,924
-
0
MBA HOLDING COMPANY 3 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
1
Accounting policies
Company information

MBA Holding Company 3 Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 12 Brook House, Chapel Place, Rivington Street, London, EC2A 3SJ.

The group consists of MBA Holding Company 3 Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in Euro, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest €.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company MBA Holding Company 3 Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover represents revenue from the sale of goods and services to external customers, recorded at the transaction price, excluding value-added tax (VAT) and other sales-related taxes. Revenue is recognised when the group has satisfied its performance obligations under the contract, and it is probable that economic benefits will flow to the group. Income is accrued where the group has an enforceable right to consideration as of the balance sheet date.

1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.

MBA HOLDING COMPANY 3 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
10% straight line
Fixtures and fittings
25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.7
Fixed asset investments

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the g roup’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent c ompany financial statements, investments in associates are accounted for at cost less impairment.

1.8
Impairment of fixed asset investments

Fixed asset investments are reviewed at each reporting date for any indication that they may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where there is an indication that an impairment loss recognised in a prior period may no longer exist or may have decreased, the recoverable amount of the asset (or cash-generating unit) is re-estimated. A previously recognised impairment loss is reversed only to the extent that the revised recoverable amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised previously. Any reversal of an impairment loss is recognised immediately in profit or loss, unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.

MBA HOLDING COMPANY 3 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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 and 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

MBA HOLDING COMPANY 3 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.11
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

MBA HOLDING COMPANY 3 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

The Group operates defined contribution schemes for the benefit of its employees. Contributions payable are charged to the profit and loss account in the year they are payable. The assets of the scheme are held separately from those of the Group in independently administered funds.

1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

1.16
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in OCI.

MBA HOLDING COMPANY 3 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
2
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 amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Bad debt provision

The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors, and historical experience. See note 14 for the net carrying amount of the debtors and associated impairment provision.

Depreciation

The annual depreciation charge for property, plant and equipment 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, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 12 for the carrying amount of the property, plant and equipment and note 1.6 for the depreciation policy adopted for each class of asset.

Cost accruals

The group makes accruals for contactor costs based on an estimated margin as per the agreed contract. These accruals are then reversed once invoices are received and paid.

3
Turnover and other revenue
2024
2023
€
€
Turnover analysed by class of business
Contractor placement fees
24,460,408
37,672,524
2024
2023
€
€
Turnover analysed by geographical market
United Kingdom
10,430,413
18,043,265
Europe
14,029,995
19,629,259
24,460,408
37,672,524
MBA HOLDING COMPANY 3 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Turnover and other revenue
(Continued)
- 22 -
2024
2023
€
€
Other revenue
Interest income
158,996
161,100
Dividends received
3,559,050
269,818
Grants received
99,212
407,694
4
Operating profit
2024
2023
€
€
Operating profit for the year is stated after charging/(crediting):
Exchange (gains)/losses
(609,065)
84,014
Government grants
(99,212)
(407,694)
Fees payable to the group's auditor for the audit of the group's financial statements
-
-
Depreciation of owned tangible fixed assets
30,035
28,681
Amortisation of intangible assets
-
158,309
Operating lease charges
219,256
270,677
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
€
€
For audit services
Audit of the financial statements of the group and company
75,000
94,000

No audit fees are borne by the company.

6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
15
31
0
0
MBA HOLDING COMPANY 3 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Employees
(Continued)
- 23 -

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
€
€
€
€
Wages and salaries
1,540,302
1,925,304
-
0
-
0
Social security costs
228,319
299,807
-
-
Pension costs
15,091
17,285
-
0
-
0
1,783,712
2,242,396
-
0
-
0
7
Interest receivable and similar income
2024
2023
€
€
Interest income
Interest on bank deposits
21,063
724
Other interest income
137,933
160,376
Total interest revenue
158,996
161,100
Other income from investments
Dividends received
359,050
269,818
Total income excluding fixed asset investments
518,046
430,918
Income from fixed asset investments
Income from shares in group undertakings
3,200,000
-
0
Total income
3,718,046
430,918
2024
2023
Investment income includes the following:
€
€
Interest on financial assets at amortised cost
21,063
89,242
8
Interest payable and similar expenses
2024
2023
€
€
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
15,082
105,322
Other finance costs:
Other interest
7,773
2,645
Total finance costs
22,855
107,967
MBA HOLDING COMPANY 3 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
9
Gains on disposal of subsidiaries
2024
2023
€
€
Other gains and losses
13,107,316
-
10
Taxation
2024
2023
€
€
Current tax
UK corporation tax on profits for the current period
265,689
517,703
Foreign current tax on profits for the current period
-
0
326,599
Total current tax
265,689
844,302

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
€
€
Profit before taxation
19,997,197
3,578,565
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
4,999,299
840,963
Tax effect of expenses that are not deductible in determining taxable profit
1,154,947
36,257
Tax effect of income not taxable in determining taxable profit
(89,763)
(63,407)
Gains not taxable
(3,296,940)
-
0
Tax effect of utilisation of tax losses not previously recognised
(113)
-
0
Unutilised tax losses carried forward
21,025
-
0
Group relief
(30,901)
(37,635)
Permanent capital allowances in excess of depreciation
(682)
(2,947)
Dividend income
(2,312,152)
-
Foreign exchange differences
(179,031)
35,938
Capital allowances
-
0
(2,947)
Depreciation and amortisation add back
-
0
6,264
Difference in tax rates
-
0
57,371
Other tax adjustments
-
0
(30,457)
Other adjustments
-
4,902
Taxation charge
265,689
844,302
11
Discontinued operations

On 25 October 2024, the company entered into a sale agreement to dispose of its Dutch area of operations, consisting of 4 subsidiaries. The disposal was part of a reorganisation of the ultimate ownership of the group.

A profit of €12,997,500 arose on the disposal, being the proceeds of the sale, less the carrying amount of the business assets.

MBA HOLDING COMPANY 3 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
12
Intangible fixed assets
Group
Goodwill
€
Cost
At 1 January 2024 and 31 December 2024
3,289,934
Amortisation and impairment
At 1 January 2024 and 31 December 2024
3,289,934
Carrying amount
At 31 December 2024
-
0
At 31 December 2023
-
0
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
13
Tangible fixed assets
Group
Leasehold land and buildings
Fixtures and fittings
Total
€
€
€
Cost
At 1 January 2024
474,493
26,885
501,378
Exchange adjustments
18,292
(1,467)
16,825
At 31 December 2024
492,785
25,418
518,203
Depreciation and impairment
At 1 January 2024
303,870
7,054
310,924
Depreciation charged in the year
24,660
5,375
30,035
Exchange adjustments
8,529
6,055
14,584
At 31 December 2024
337,059
18,484
355,543
Carrying amount
At 31 December 2024
155,726
6,934
162,660
At 31 December 2023
170,623
19,831
190,454
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
€
€
€
€
Investments in subsidiaries
15
-
0
-
0
186,996
186,996
MBA HOLDING COMPANY 3 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
14
Fixed asset investments
(Continued)
- 26 -
Movements in fixed asset investments
Company
Shares in subsidiaries
€
Cost or valuation
At 1 January 2024 and 31 December 2024
186,996
Carrying amount
At 31 December 2024
186,996
At 31 December 2023
186,996
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
MBA Michael Bailey Associates (Switzerland) AG*
Bahnhofstrasse 9 Baer, 6340 Zürich, Switzerland
Ordinary
0
100.00
MBA Michael Bailey Associates GmbH*
Geschäftsanschrift: Johannstraße 37, 40476 Düsseldorf, Germany
Ordinary
0
100.00
MBA Michael Bailey Associates Project Services AG*
Bahnhofstrasse 9 Baer, 6340 Zürich, Switzerland
Ordinary
0
100.00
MBA Michael Bailey Associates UK Limited**
12 Brook House Chapel Place, Rivington Street, London, EC2A 3SJ, England and Wales
Ordinary
0
100.00
Metroyard Limited****
12 Brook House Chapel Place, Rivington Street, London, EC2A 3SJ, England and Wales
Ordinary
100.00
-
Michael Bailey Associates Limited*
12 Brook House Chapel Place, Rivington Street, London, EC2A 3SJ, England and Wales
Ordinary
0
100.00
Michael Bailey Assoicates Recruitment Limited***
3rd Floor, Ulysses House, Foley Street Dublin 1, Dublin 1, Dublin, Ireland
Ordinary
0
100.00
Michael Bailey Associates Project Services Limited***
3rd Floor, Ulysses House, Foley Street Dublin 1, Dublin 1, Dublin, Ireland
Ordinary
0
100.00
MBA Michael Bailey Associates PLC****
12 Brook House Chapel Place, Rivington Street, London, EC2A 3SJ, England and Wales
Ordinary
0
100.00
MBA Michael Bailey Associates SPRL*
Rue des Colonies 11, 1000 Bruxelles, Belgium
Ordinary
0
100.00

* The nature of these businesses is that of IT consultancy.

**The nature of this business is that of IT and Telecoms consultancy.

***These companies are being wound down and trade transferred to another group company.

****The nature of this business is that of a holding company.

MBA HOLDING COMPANY 3 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
€
€
€
€
Trade debtors
2,097,421
4,903,165
-
0
-
0
Other debtors
126,008
989,411
-
0
-
0
Prepayments and accrued income
217,497
216,739
-
0
-
0
2,440,926
6,109,315
-
-
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
€
€
€
€
Bank loans and overdrafts
18
16,463
380,396
-
0
-
0
Trade creditors
916,436
2,429,962
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
365,342
-
0
Corporation tax payable
836,586
1,060,574
-
0
-
0
Other taxation and social security
299,237
988,281
-
-
Other creditors
3,626,879
5,341,209
-
0
-
0
Accruals and deferred income
1,073,355
1,065,564
-
0
-
0
6,768,956
11,265,986
365,342
-
0
18
Loans and overdrafts
Group
Company
2024
2023
2024
2023
€
€
€
€
Bank overdrafts
16,463
380,396
-
0
-
0
Payable within one year
16,463
380,396
-
0
-
0

The long-term loans are secured by fixed charges over all the company as security for bank facilities available to the company.

A company (Michael Bailey Associates Limited) within the group has entered into a bank Composite Accounting Agreement with certain other group companies whereby each company has provided a guarantee that enables the bank to set-off interest and debit and credit balances held by each of the companies in certain circumstances.

MBA HOLDING COMPANY 3 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
19
Retirement benefit schemes
2024
2023
Defined contribution schemes
€
€
Charge to profit or loss in respect of defined contribution schemes
15,091
17,285

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

20
Share capital
Group and company
2024
2023
Ordinary share capital
€
€
Issued and fully paid
1,480,995 Ordinary Shares of 10p each
176,909
186,996

The company has one class of ordinary shares which have attached to them full voting, dividend and capital distribution rights (including on winding up), and do not confer any rights of redemption.

The above called up, allotted and fully paid shares were converted using the following rates:
Sterling
Rate
€
1,480,995 ordinary shares of 10p each
148,100
€1.1941:£1
176,909
21
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
€
€
€
€
Within one year
517,182
497,164
-
-
Between two and five years
1,615,600
1,709,269
-
-
In over five years
580,508
871,548
-
-
2,713,290
3,077,981
-
-
MBA HOLDING COMPANY 3 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
22
Related party transactions
Transactions with related parties

The group occupies premises owned by a director and rent charge d to the group during the year amounted to €67,496 (202 3: €133,352).

Included within other debtors in the group balance sheet is an amount of €2,369 (202 3: €7,755) due from a director.

Included within other debtors in the group and company balance sheet is an amount of €nil (202 3: €512,350) owed from MBA Michael Bailey Associates Pte.

Included in other creditors within the group balance sheet is an amount of €173,354 (2023: €173,354) owed to Everlasting Property Co mpany L imited, a related party with common director's ownership.

During the year the company purchased services totalling €nil (202 3: $47,151) in relation to contractors for Michael Bailey Associates Pte Limited, a company with a common director. At 31 December 202 4 €nil (202 3: €nil) is owed to Michael Bailey Associates Pte Limited.

23
Controlling Party

The ultimate controlling party is MBA Trustee Company Ltd, a company registered in England and Wales, which holds this position in its capacity as trustee of The MBA Employee Ownership Trust. MBA Holding Company 3 Limited is the parent of the largest and smallest group of companies of which the company is a member.

24
Cash generated from group operations
2024
2023
€
€
Profit for the year after tax
19,731,508
2,734,263
Adjustments for:
Taxation charged
265,689
844,302
Finance costs
22,855
107,967
Investment income
(3,718,046)
(430,918)
Amortisation and impairment of intangible assets
-
158,309
Depreciation and impairment of tangible fixed assets
30,035
28,681
Other gains and losses
(13,107,316)
-
Movements in working capital:
Decrease in debtors
3,360,716
5,056,958
Decrease in creditors
(3,606,822)
(3,373,191)
Cash generated from operations
2,978,619
5,126,371
MBA HOLDING COMPANY 3 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
25
Cash generated from/(absorbed by) operations - company
2024
2023
€
€
Profit for the year after tax
33,682,048
-
Adjustments for:
Investment income
(32,968,029)
-
0
Movements in working capital:
Increase in creditors
365,342
-
Cash generated from/(absorbed by) operations
1,079,361
-
26
Analysis of changes in net funds - group
1 January 2024
Cash flows
Exchange rate movements
31 December 2024
€
€
€
€
Cash at bank and in hand
20,469,131
(17,497,380)
(128,213)
2,843,538
Bank overdrafts
(380,396)
363,933
-
(16,463)
20,088,735
(17,133,447)
(128,213)
2,827,075
27
Analysis of changes in net funds - company
1 January 2024
Cash flows
31 December 2024
€
€
€
Cash at bank and in hand
-
926,924
926,924
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