Company registration number 09885059 (England and Wales)
Maru Group Limited
Annual Report And Financial Statements
For The Year Ended 31 December 2024
Maru Group Limited
Company Information
Directors
Mr P McElligott
Ms S Roberts
Mr F P Lanuto
Mr J R Leveton
Mr J Marchbank
(Appointed 13 August 2024)
Company number
09885059
Registered office
2 New Bailey
6 Stanley Street
Salford
Greater Manchester
M3 5GS
Auditor
Loucas
The Carriage House
Mill Street
Maidstone
Kent
ME15 6YE
Business address
Jellicoe House
Grange Drive
Hedge End
Southampton
SO30 2AF
Maru Group Limited
Contents
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Notes to the financial statements
10 - 19
Maru Group Limited
Strategic Report
For The Year Ended 31 December 2024
Page 1

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

Review of the business

The results for the year and the financial position at the year end were considered satisfactory by the directors, who expect the company to continue to act as a holding company for the foreseeable future.

Principal risks and uncertainties

The directors consider proper risk management to be crucial to the company’s future success and give a high priority to ensuring that adequate systems and structures are in place to measure, analyse and limit exposure to risk. The directors have established key procedures to ensure that internal controls are effective and are commensurate with a company of this size. A key control is the day to day supervisions of the business by the directors. Other internal controls continue to be developed.

Key performance indicators

In the light of market conditions and the nature of the company’s principal activity as a holding company, the key performance indicators used by the company are the performance of the group as a whole and not individual trading performance.

On behalf of the board

Mr J Marchbank
Director
31 March 2026
Maru Group Limited
Directors' Report
For The Year Ended 31 December 2024
Page 2

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

Principal activities

The principal activity of the company continued to be that of a parent company to various subsidiaries.

Results and dividends

The results for the year are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

Mr P McElligott
Ms S Roberts
Mr F P Lanuto
Mr J R Leveton
Mr J Marchbank
(Appointed 13 August 2024)
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 company’s auditor 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 company’s auditor is aware of that information.

On behalf of the board
Mr J Marchbank
Director
31 March 2026
Maru Group Limited
Directors' Responsibilities Statement
For The Year Ended 31 December 2024
Page 3

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom 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 company and of the profit or loss of the company 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; 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Maru Group Limited
Independent Auditor's Report
To The Members Of Maru Group Limited
Page 4
Opinion

We have audited the financial statements of Maru Group Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity 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 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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 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 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.

Maru Group Limited
Independent Auditor's Report
To The Members Of Maru Group Limited (Continued)
Page 5
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 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, 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 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 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 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.

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:

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements, including how fraud may occur by enquiring of management's own consideration of fraud. In particular we assessed whether judgements made in making accounting estimates are indicative of potential bias, and evaluated the business rationale of significant transactions outside the normal course of business. We also addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and other adjustments. We also considered potential financial or other pressures, opportunities and motivations for fraud. As part of discussions with management we identified the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations and how management monitor these processes.

We obtained an understanding of the legal and regulatory environment applicable to the company and established the most relevant laws and regulations are FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice), Companies Act 2006, direct and indirect taxation legislation in the United Kingdom, and operational laws and regulations including health and safety, employment law, anti-money laundering, anti-bribery and corruption, and GDPR rules.

We considered the extent of compliance with these laws and regulations as part of our procedures on the related financial statement lines. We made enquiries of management with regards to compliance with the above laws and regulations and corroborated any necessary evidence, for example, review and inspection of legal invoices and correspondence with the relevant authorities and the entity's solicitors.

Maru Group Limited
Independent Auditor's Report
To The Members Of Maru Group Limited (Continued)
Page 6

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, misrepresentation or through collusion. There are inherent limitations in the audit procedures performed as non-compliance with laws and regulations may not necessarily be reflected in transactions reported in the financial statements, and therefore we may be less likely to become aware of it. Management and those charged with governance of the entity have the primary responsibility for the prevention and detection of 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 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.

Mr Athos Louca FCCA (Senior Statutory Auditor)
For and on behalf of Loucas, Statutory Auditor
Chartered Certified Accountants
The Carriage House
Mill Street
Maidstone
Kent
ME15 6YE
31 March 2026
Maru Group Limited
Statement Of Comprehensive Income
For The Year Ended 31 December 2024
Page 7
2024
2023
Notes
£
£
Revenue
-
-
Administrative expenses
(3,390,044)
(2,210,570)
Other operating income
3,390,006
2,184,525
Exceptional items
3
(463,915)
(950,014)
Operating loss
4
(463,953)
(976,059)
Investment income
6
867,370
817,936
Finance costs
7
262,232
(793,699)
Profit/(loss) before taxation
665,649
(951,822)
Tax on profit/(loss)
8
-
0
-
0
Profit/(loss) and total comprehensive income for the year
665,649
(951,822)
Maru Group Limited
Statement Of Financial Position
As At 31 December 2024
Page 8
2024
2023
Notes
£
£
ASSETS
Non-current assets
Investments
9
22,132,977
22,402,802
Current assets
Trade and other receivables falling due after more than one year
11
12,845,130
-
0
Trade and other receivables falling due within one year
11
16,877,263
25,895,956
Cash and cash equivalents
15,935
136,542
29,738,328
26,032,498
Total assets
51,871,305
48,435,300
EQUITY AND LIABILITIES
Equity
Called up share capital
15
1
1
Retained earnings
46,477,825
45,812,176
46,477,826
45,812,177
Current liabilities
12
5,393,479
2,623,123
Total equity and liabilities
51,871,305
48,435,300

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

The financial statements were approved by the board of directors and authorised for issue on 31 March 2026 and are signed on its behalf by:
Mr J Marchbank
Director
Company registration number 09885059 (England and Wales)
Maru Group Limited
Statement Of Changes In Equity
For The Year Ended 31 December 2024
Page 9
Share capital
Retained earnings
Total
£
£
£
Balance at 1 January 2023
1
46,763,998
46,763,999
Year ended 31 December 2023:
Loss and total comprehensive income
-
(951,822)
(951,822)
Balance at 31 December 2023
1
45,812,176
45,812,177
Year ended 31 December 2024:
Profit and total comprehensive income
-
665,649
665,649
Balance at 31 December 2024
1
46,477,825
46,477,826
Maru Group Limited
Notes To The Financial Statements
For The Year Ended 31 December 2024
Page 10
1
Accounting policies
Company information

Maru Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2 New Bailey, 6 Stanley Street, Salford, Greater Manchester, M3 5GS. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Basis of preparation

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts 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.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

- inclusion of an explicit and unreserved statement of compliance with IFRS;

- presentation of a statement of cash flows and related notes;

- disclosure of the objectives, policies and processes for managing capital;

- disclosure of key management personnel compensation;

- disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;

- the effect of financial instruments on the statement of comprehensive income;

- comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment, intangible assets, investment property and biological assets;

- disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;

- a reconciliation of the number and weighted average exercise prices of share options, how the fair value of share-based payments was determined and their effect on profit or loss and the financial position;

- comparative narrative information;

- for financial instruments, investment property and biological assets measured at fair value and within the scope of IFRS 13, the valuation techniques and inputs used to measure fair value, the effect of fair value measurements with significant unobservable inputs on the result for the period and the impact of credit risk on the fair value; and

- related party disclosures for transactions with the parent or wholly owned members of the group.

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Maru Group Limited is a wholly owned subsidiary of Stagwell Inc and the results of Maru Group Limited are included in the consolidated financial statements of Stagwell Inc which are available from One World Trade Centre, 65th Floor, New York, NY 10007, USA.

Maru Group Limited
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2024
1
Accounting policies
(Continued)
Page 11
1.2
Going concern

The company relies on its own working capital and the financial support of the ultimate parent company. In conducting their going concern assessment, the directors have prepared cash forecasts which take account current and expected market conditions and the wider macro economy. The directors have modelled scenarios and sensitivities and having made inquires the directors have received confirmation in writing of the financial support of its ultimate parent undertaking, Stagwell Inc, for the next twelve months from the date of signing these financial statements.true

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

1.3
Other income

Management fee income:

The other income received by the company relates to a charge to other group companies for services provided by the directors of the company on behalf of those entities, and costs incurred by the company on behalf of the group. Other income is measured by reference to the fair value of consideration received or receivable by the company for services provided to operating companies, excluding Value Added Tax.

1.4
Cash and cash equivalents

Cash and cash equivalents 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.

1.5
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Maru Group Limited
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2024
1
Accounting policies
(Continued)
Page 12
Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.6
Financial liabilities

The company recogni s es financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, t rade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

Maru Group Limited
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2024
1
Accounting policies
(Continued)
Page 13
1.7
Equity instruments

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

1.8
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 income statement 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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 when the company has 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.

1.9
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 inventories or non-current 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.

1.10
Retirement benefits

The company operates a defined contribution scheme for the benefit of its employees. The company makes fixed contributions to the scheme which is administered on behalf of the employees by an independent separate entity. There are no further obligations or liabilities of the company once contributions are paid. Contributions payable are recognised as an expense when they fall due for payment. Amounts not paid over at the balance sheet date are shown within accruals in the balance sheet. The assets of the scheme are held and administered separately from those of the company.

Maru Group Limited
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2024
1
Accounting policies
(Continued)
Page 14
1.11
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 profit or loss.

2
Critical accounting estimates and judgements

In the application of the company’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, 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.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Key sources of estimation uncertainty
Impairment of receivables and intercompany receivables

The company makes an estimate of the recoverable value of receivables including intercompany receivables. When assessing impairment of receivables, management considers factors such as the ageing profile of receivables, the cash flows and cash generation of intercompany receivables, and future intercompany transactions.

Impairment of investments

The company considers whether the carrying values of investments are impaired. Where an indication of impairment is identified, the estimation of recoverable value requires a comparison of the value in use and fair value less cost to sell. Included within such a determination is the estimation of the future cash flows and the key estimates and assumptions behind those cash flows from the relevant cash generating units (CGU;s). The appropriate discount rates in order to calculate the net present value of those cash flows is also reviewed.

If the review indicates a risk to the recoverability of the investment, an impairment charge against the carrying value of the investment is provided (note 9)

In assessing the impairment of the investments in the current year, consideration was given to the value of the company on the sale of the business and impairment was applied using this criteria.

Maru Group Limited
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2024
Page 15
3
Exceptional items
2024
2023
£
£
Expenditure
Write down in value of investments
269,825
597,112
Restructuring and severance
194,090
352,902
463,915
950,014

During 2023 and 2024 there was a restructuring of key management personnel resulting in severance costs of £194,090 (2023: £352,902).

The carrying value of investments was reviewed during the period and an impairment of £269,825 (2023: £597,112) was identified.

All of these expense items are non-recurring in nature and have been identified as exceptional costs in the financial statements.

4
Operating loss
2024
2023
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses
20,096
22,295
Fees payable to the company's auditor for the audit of the company's financial statements
19,250
34,098
5
Employees

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

2024
2023
Number
Number
Administration
3
4

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
251,112
657,349
Social security costs
98,382
84,841
Pension costs
51,628
52,724
401,122
794,914

Redundancy payments in the year amount to £194,090 (2023 - £352,902).

Maru Group Limited
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2024
Page 16
6
Investment income
2024
2023
£
£
Interest income
Interest receivable from group companies
867,370
817,936
7
Finance costs
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
-
0
44,902
Interest on other loans
-
0
1,650
-
46,552
Other finance costs:
Exchange differences on financing transactions
(262,232)
747,147
Total finance costs
(262,232)
793,699
8
Taxation
2024
2023
£
£

The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:

2024
2023
£
£
Profit/(loss) before taxation
665,649
(951,822)
Expected tax charge/(credit) based on a corporation tax rate of 25.00% (2023: 23.50%)
166,412
(223,678)
Effect of expenses not deductible in determining taxable profit
67,456
140,503
Unutilised tax losses carried forward
-
0
83,175
Utilisation of tax losses
(233,868)
-
Taxation charge for the year
-
-
Maru Group Limited
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2024
Page 17
9
Investments
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Investments in subsidiaries
-
-
22,132,977
22,402,802
Fair value of financial assets carried at amortised cost

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Movements in non-current investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 & 31 December 2024
22,402,802
Impairment
At 1 January 2024
-
Impairment losses
(269,825)
At 31 December 2024
(269,825)
Carrying amount
At 31 December 2024
22,132,977
At 31 December 2023
22,402,802
Maru Group Limited
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2024
Page 18
10
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
Maru/EDR Limited
Jellicoe House Grange Drive, Hedge End, Southampton, SO30 2AF
Ordinary
100.00
-
Maru/Blue UK Limited
Jellicoe House Grange Drive, Hedge End, Southampton, SO30 2AF
Ordinary
100.00
-
Maru Group US Inc.
3500 South DuPont Highway, Dover, Delaware, 19901
Ordinary
100.00
-
Poll Canada Inc (f/k/a Maru Group Canada Inc.)
2 Bloor Street East, Suite 1600, Toronto, Ontario, M4W 1A8
Ordinary
100.00
-
Maru/Userv Limited
2 New Bailey, 6 Stanley Street, Salford, Greater Manchester, M3 5GS
Ordinary
100.00
-
Syngro Limited
272 Bath Street, Glasgow, G2 4JR
Ordinary
100.00
-
MG Latin America S.R.L.
Cordoba av. 991 Piso 6 1054-ciudad autonoma, Buenos Aires
Ordinary
100.00
-
Lissted Linited
2 New Bailey, 6 Stanley Street, Salford, Greater Manchester, M3 5GS
Ordinary
100.00
-
Maru/EDR Canada Inc.
2 Bloor Street East, Suite 1600, Toronto, Ontario, M4W 1A8
Ordinary
100.00
-
Unlock Surveys Canada Inc. (f/k/a Maru/Blue Canada Inc.)
2 Bloor Street East, Suite 1600, Toronto, Ontario, M4W 1A8
Ordinary
100.00
-
Maru/EDR US LLC
3500 South DuPont Highway, Dover, Delaware, 19901
Ordinary
0
100.00
Harris Poll US LLC (f/k/a Maru Group LLC)
3500 South DuPont Highway, Dover, Delaware, 19901
Ordinary
0
100.00
Unlock Surveys US LLC (f/k/a Maru/Blue US LLC)
3500 South DuPont Highway, Dover, Delaware, 19901
Ordinary
0
100.00
Maru/Tu Cuentas LLC
3500 South DuPont Highway, Dover, Delaware, 19901
Ordinary
0
100.00
Maru Group Inc
3500 South DuPont Highway, Dover, Delaware, 19901
Ordinary
0
100.00
11
Trade and other receivables
Current
Non-current
2024
2023
2024
2023
£
£
£
£
VAT recoverable
4,234
5,135
-
-
Amounts owed by subsidiary undertakings
-
0
-
0
12,845,130
-
0
Amounts owed by fellow group undertakings
16,723,408
25,882,910
-
0
-
0
Prepayments and accrued income
149,621
7,911
-
-
16,877,263
25,895,956
12,845,130
-

Non-current amounts owed by subsidiary undertakings represents a loan due from a subsidiary undertaking that is repayable no later than 1 April 2026 and has interest charged at a rate of 7% per annum.

Maru Group Limited
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2024
Page 19
12
Liabilities
2024
2023
Notes
£
£
Trade and other payables
13
5,393,279
2,623,123
Corporation tax
200
-
0
5,393,479
2,623,123
13
Trade and other payables
2024
2023
£
£
Trade payables
4,076
36,751
Amount owed to parent undertaking
4,450,467
1,885,808
Amounts owed to fellow group undertakings
859,664
396,944
Accruals and deferred income
79,072
303,620
5,393,279
2,623,123
14
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
51,628
52,724

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

15
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1

There are no restrictions on the distribution of dividends and the repayment of capital.

16
Controlling party

The parent company of Maru Group Limited is Stagwell U.K. Limited and its registered office is Blue Fin Building 3rd Floor, 110 Southwark Street, London, SE1 0SU.

The smallest and largest company in which the reporting entity is consolidated into is Stagwell Inc. Stagwell Inc are also the ultimate parent company. Copies of the consolidated accounts can be obtained from their registered office One World Trade Centre, Floor 65, New York, 10007.

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