REGISTERED NUMBER: 09913549 (England and Wales)

Strategic Report, Director's Report and

Financial Statements for the Year Ended 31 March 2025

for

Marvel Payroll Limited

Page

Company Information

1

Strategic Report

2

Director's Report

3

Independent Auditors' Report

6

Income Statement

10

Other Comprehensive Income

11

Statement of Financial Position

12

Statement of Changes in Equity

13

Statement of Cash Flows

14

Notes to the Statement of Cash Flows

15

Notes to the Financial Statements

16

DIRECTOR:

Mr G G Bough

REGISTERED OFFICE:

Unit 2, Hillside Farm

Hillside Lane

Great Amwell

Ware

Hertfordshire

SG12 9SH

REGISTERED NUMBER:

09913549 (England and Wales)

AUDITORS:

Thickbroom Coventry

Chartered Accountants

and Statutory Auditors

147a High Street

Waltham Cross

Hertfordshire

EN8 7AP

The director presents his strategic report for the year ended 31 March 2025.

REVIEW OF BUSINESS

The company has seized upon an opening in the market for payroll and administration services by offering and providing a flexible timely advice, processing and administrative 'one stop shop' service at an affordable price. The company has a reputation for a quality service and this should enable it to build on its market share and the directors are positive that the company's future will be good.

Marvel Payroll Limited continues to offer compliant payment mechanisms despite the constant changes in market conditions.

The company's key financial and other performance indicators during the year were as follows:

Financial KPIs

Unit

2025

2024

Turnover (increase)/decrease

%

14.26

(23.54)

Gross profit margin

%

1.90

1.55

PRINCIPAL RISKS AND UNCERTAINTIES

The company has a wide range of services, details of which can be found on its website. It is reliant on the uptake of these services and therefore any changes in the level of activity is likely to affect the results. Growth will be achieved by increasing its market share at the expense of other competitors. The directors believe that at the current time there is a shortage supply and the market is very competitive and therefore price is a sensitive factor. Cost levels are constantly monitored to ensure an adequate return is received without the need for affecting prices charged.

SECTION 172(1) STATEMENT

The directors consider, both individually and together, that they have acted in a way that they consider, in good faith, to be most likely to promote success of the Company for its members as a whole (having regard to its stakeholders and the matters set out in Sec. 172 (1) (a-f) of the Act).

As the Company is a subsidiary of a group and given its principal activity, its parent company and other members of the group are its key stakeholders. Accordingly, the interests of the group have been taken into account by the directors and decisions have been made in alignment with the board of Shield Group Holdings Limited, taking care that any independent interest of the Company and its stakeholders are considered. The Company considers its other stakeholders to be its employees, the environment and its suppliers and customers.

ON BEHALF OF THE BOARD:

Mr G G Bough - Director

16 December 2025

The director presents his report with the financial statements of the company for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of payroll and administration services.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2025.

DIRECTOR

Mr G G Bough held office during the whole of the period from 1 April 2024 to the date of this report.

FINANCIAL INSTRUMENTS

Objectives and policies

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 the evidences a residual interest in the assets to 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 in the balance sheet. The corresponding dividends relating to the liability component are charged as an interest expense in the profit and loss account.

Price risk, credit risk, liquidity risk and cash flow risk

The business' principal financial instruments comprise bank balances, trade debtors and creditors. The main purpose of these instruments is to finance the business' operations.

In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the timing of collecting debts and payments of liabilities. All of the business' cash balances are held in such a way that achieves a competitive rate of interest. The business makes use of money market facilities where and when funds and opportunities are available.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. The amounts presented in the balance sheet are net of allowances for doubtful debts.

Creditors' liquidity risk is managed by ensuring sufficient funds are available to meet amounts as they fall due.

EMPLOYMENT OF DISABLED PERSONS

Marvel Payroll Limited is an Equal Opportunities Employer and complies with all Disability Discrimination Act requirements. The Company is committed to the employment of people with disabilities and guarantee an interview for those who meet minimum selection criteria. The Company provides training and development for people with disabilities, tailored where appropriate to ensure that they have the opportunity to achieve potential. If a company employee becomes disabled while in our employment we will do our best to retain them, including consulting with them about their requirements, making appropriate adjustments and providing alternative suitable provisions.

EMPLOYEE INVOLVEMENT

On average during 2024/25, the Company employed 422 people (2023/24 : 532). Due to the nature of its principal activity, people are at the heart of the company's business and their interest and development are of paramount concern for the Company. The Company recognises the importance of its employees and is committed to maintaining:

- a strategy for an effective, open and full two way communication and consultation between management and other staff;

- a line management framework through which staff are able to raise suggestions, ideas and concerns in an appropriate, accessible and receptive environment;

- a clear, appropriate and accessible procedure to enable staff to raise concerns of a serious nature.

ENVIRONMENTAL MATTERS

The Company takes very seriously the potential impact of its operations in the environment in which it operates. In accordance with the reporting disclosure requirements of the Companies Act for emissions and energy consumption the directors are satisfied that the Company does not consume more than 40,000 KWh of energy annually and has therefore taken the exemption available to it.

SOCIAL AND COMMUNITY ISSUES

Communities and the public expect us to act as a responsible company and neighbor and the directors support any initiatives with regard to reducing adverse impacts on the community and environment.

ENGAGEMENT WITH EMPLOYEES

The company always strives to provide a safe workplace, controlling and eliminating risks to health and well being and ensuring that facilities and equipment it controls are safe. Following the emergence of COVID-19 pandemic the directors took steps to further safeguard the employees through greater communication, support and flexibility of working where possible.

A good two way communication with employees is encouraged allowing staff to raise suggestions, ideas or concerns and management perform regular service and quality reviews to ensure staff needs are met.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

Customers

The Company endeavours to work in a close and collaborative manner with all its customers.

Suppliers

The Company's business partners are treated fairly and with respect and the directors work hard to maintain solid long term relationships with the supplier base.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.

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

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable 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 company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Thickbroom Coventry, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr G G Bough - Director

16 December 2025

Opinion

We have audited the financial statements of Marvel Payroll Limited (the 'company') for the year ended 31 March 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 director's 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 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Director's Report, but does not include the financial statements and our Auditors' 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's 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, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of director

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

In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

We considered the nature of th Company's industry and its control environment, and reviewed the Company'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 framework that the Company 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

- do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

We assessed the opportunities and incentives that may exist within the organisation for fraud or irregularities in the following areas and our specific procedures performed to address these were;

-Revenue Recognition;

ISA240 states that when identifying and assessing the risks of material misstatement due to fraud the auditor shall based on the rebuttable presumption that there are risks of fraud in revenue recognition, evaluate which types of revenue, revenue transactions or assertions give rise to such risks. For the purpose of this audit we identified a potential risk of fraud in respect of revenue completeness and performed tests such as checking the effectiveness of controls, cut off procedures, test of details, cash transactions, and analytical reviews to satisfy ourselves that no fraud or irregularities had occurred.

-Management Override;

In common with all audits under ISA's (UK) we are required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we checked opening balances were free from material error or misstatement, tested the appropriateness of journal entries and other adjustments, assessed whether the judgement made in making accounting estimates were indicative of a potential bias and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of the business.

In addition to the above, our procedures to respond to risks identified included the following;

-Enquiry of management and those charged with governance around actual and potential litigation and/or claims,

-Enquiry of staff especially those in compliance functions to identify any instances of non-compliance with laws and regulations,

-Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations,

-Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

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

Use of our report

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

Robert Boulton (Senior Statutory Auditor)

for and on behalf of Thickbroom Coventry

Chartered Accountants

and Statutory Auditors

147a High Street

Waltham Cross

Hertfordshire

EN8 7AP

16 December 2025

TURNOVER

44,428,036

38,882,038

Cost of sales

(43,585,207

)

(38,278,601

)

GROSS PROFIT

842,829

603,437

Administrative expenses

(617,039

)

(622,711

)

OPERATING PROFIT/(LOSS)

4

225,790

(19,274

)

Interest payable and similar expenses

5

(78

)

-

PROFIT/(LOSS) BEFORE TAXATION

225,712

(19,274

)

Tax on profit/(loss)

6

(58,903

)

(600

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

166,809

(19,874

)

PROFIT/(LOSS) FOR THE YEAR

166,809

(19,874

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

166,809

(19,874

)

FIXED ASSETS

Tangible assets

7

22,054

18,850

CURRENT ASSETS

Debtors

8

93,371

76,955

Cash at bank

2,832,332

2,670,376

2,925,703

2,747,331

CREDITORS

Amounts falling due within one year

9

(2,453,685

)

(2,436,568

)

NET CURRENT ASSETS

472,018

310,763

TOTAL ASSETS LESS CURRENT LIABILITIES

494,072

329,613

PROVISIONS FOR LIABILITIES

10

(650

)

(3,000

)

NET ASSETS

493,422

326,613

CAPITAL AND RESERVES

Called up share capital

11

100

100

Retained earnings

12

493,322

326,513

SHAREHOLDERS' FUNDS

493,422

326,613

The financial statements were approved by the director and authorised for issue on 16 December 2025 and were signed by:

Mr G G Bough - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

100

346,387

346,487

Changes in equity

Total comprehensive income

-

(19,874

)

(19,874

)

Balance at 31 March 2024

100

326,513

326,613

Changes in equity

Total comprehensive income

-

166,809

166,809

Balance at 31 March 2025

100

493,322

493,422

Cash flows from operating activities

Cash generated from operations

1

173,870

61,224

Interest paid

(78

)

-

Tax paid

-

(193

)

Net cash from operating activities

173,792

61,031

Cash flows from investing activities

Purchase of tangible fixed assets

(11,836

)

(11,615

)

Net cash from investing activities

(11,836

)

(11,615

)

Increase in cash and cash equivalents

161,956

49,416

Cash and cash equivalents at beginning of year

2

2,670,376

2,620,960

Cash and cash equivalents at end of year

2

2,832,332

2,670,376

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit/(loss) before taxation

225,712

(19,274

)

Depreciation charges

8,632

8,705

Finance costs

78

-

234,422

(10,569

)

(Increase)/decrease in trade and other debtors

(16,416

)

57,392

(Decrease)/increase in trade and other creditors

(44,136

)

14,401

Cash generated from operations

173,870

61,224

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 March 2025

31/3/25

1/4/24

£

£

Cash and cash equivalents

2,832,332

2,670,376

Year ended 31 March 2024

31/3/24

1/4/23

£

£

Cash and cash equivalents

2,670,376

2,620,960

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/4/24

Cash flow

At 31/3/25

£

£

£

Net cash

Cash at bank and in hand

2,670,376

161,956

2,832,332

2,670,376

161,956

2,832,332

Total

2,670,376

161,956

2,832,332

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

25% on cost

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

11,679,143

12,187,124

Social security costs

1,087,992

1,007,353

Other pension costs

106,706

49,328

12,873,841

13,243,805

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

2025

2024

Administration and support

11

9

Other departments

411

523

422

532

2025

2024

£

£

Director's remuneration

-

-

4.	OPERATING PROFIT/(LOSS)

The operating profit (2024 - operating loss) is stated after charging:

2025

2024

£

£

Other operating leases

72,794

42,737

Depreciation - owned assets

8,632

8,705

Auditors' remuneration

17,990

-

Auditors' remuneration

-

12,236

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank interest

78

-

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

61,253

-

Deferred tax

(2,350

)

600

Tax on profit/(loss)

58,903

600

7.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

£

COST

At 1 April 2024

38,027

Additions

11,836

At 31 March 2025

49,863

DEPRECIATION

At 1 April 2024

19,177

Charge for year

8,632

At 31 March 2025

27,809

NET BOOK VALUE

At 31 March 2025

22,054

At 31 March 2024

18,850

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

45,687

32,069

Amounts owed by group undertakings

21,278

8,880

Other debtors

7,140

-

Prepayments and accrued income

19,266

36,006

93,371

76,955

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

428,670

645,239

Amounts owed to group undertakings

200,000

-

Tax

61,253

-

Social security and other taxes

1,707,271

1,729,787

Other creditors

31,107

39,608

Accruals and deferred income

25,384

21,934

2,453,685

2,436,568

10.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

Accelerated capital allowances

650

3,000

Deferred

tax

£

Balance at 1 April 2024

3,000

Credit to Income Statement during year

(2,350

)

Balance at 31 March 2025

650

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

80

Ordinary

£1

80

80

20

Ordinary A

£1

20

20

100

100

12.

RESERVES

Retained

earnings

£

At 1 April 2024

326,513

Profit for the year

166,809

At 31 March 2025

493,322