The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Marval Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 1, Orion Park, Orion Way, Kettering, NN15 6PP.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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.

The directors have prepared these financial statements on a going concern basis. However, the directors acknowledge that there is a material uncertainty in this regard. The directors remain confident, based on their assessment of the truegroup's position as at the date of the signing of these financial statements, in the group's ability to continue trading as a going concern for the foreseeable future. The directors have undertaken a thorough review of the group's financial position, cash flow forecasts, and available facilities, and are satisfied that, taking into account all available information, the group has adequate resources to meet its obligations as they fall due. Appropriate measures are in place to manage and mitigate the risks identified, and the directors continue to actively monitor the financial performance of the business.

The directors acknowledge that the financial years 2024 and 2025 have represented a period of deliberate repositioning and reinvestment for the group, reflecting the strategic decisions taken to strengthen the foundations of the business for the longer term. Whilst this period of transition has contributed to the uncertainties noted, the directors view it as a necessary and positive step in the group's development. Based on the information available to them as at the date of this statement and whilst remaining in their positions as directors, the directors are confident that the actions taken during this period will deliver measurable benefits from 2026 onwards, and they view the future prospects of the group with increasing optimism. The directors anticipate a more positive trajectory in the group's performance and financial position in the periods ahead.

Accordingly, the financial statements do not include any adjustments that would result from the going concern basis of preparation proving inappropriate.

Interests in subsidiaries entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

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.

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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, 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 method 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.

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 company after deducting all of its 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 payments 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.

Equity instruments issued by the company 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 company.

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

In the application of the company’s accounting policies, the director is 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.

Inter-company debtor recoverability

The company initially recognises debtors, including those due from other group entities, at cost less any attributable transaction costs. At each period end, the Board assess these balances for any indication of impairment. Subsequently, the balances are recognised at cost less any provisions for impairment. The use of forecasting models is used to consider whether cash inflows from other group entities could eventually repay any debtors outstanding at the year end.

In addition, the Board acknowledge that balances due from a parent entity could be cleared by way of a dividend. As a result, the Board also assess the future performance of Marval Group Limited, and its subsidiary undertaking, Marval Software, and the impact that this performance has on its own distributable reserves. This assessment is also referenced in note 1.2 to these financial statements and includes the use of long-term forecasts.

The directors acknowledge that a material uncertainty exists in using such assessments in assessing the recoverability of inter-group debtor balances.

The average monthly number of persons (excluding directors) employed by the company during the year was 0 (2023 - 0).

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

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report was unqualified.

Emphasis of Matter

We draw your attention to note 2 of the financial statements which outlines the assumptions used by the Board in determining the recoverable value of inter-company debtor balances, including the material uncertainty associated with relying on long-term forecasts. Our opinion is not modified in respect of this matter.

In forming our opinion on the financial statements, we have considered the adequacy of the disclosure in note 10 to the financial statements concerning an ongoing legal case. Given the uncertainty around the ongoing legal case, no provision has been made in these financial statements. Our opinion is not modified in respect of this matter.

Material uncertainty related to going concern

We draw your attention to note 1.2 to the financial statements, which indicates that the company incurred a net loss of £1,100,000 for the year ended 31 December 2024 (2023: £nil). As stated in note 1.2, these conditions along with other matters as set forth in note 1.2 indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements of the company, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

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

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

The company has been named as one of over nine hundred defendants in a Chapter 15 bankruptcy adversary proceeding, filed on September 24, 2024, in the Southern District of New York, United States of America, against the previous ultimate owners of the company.

The company has joined a group of defendants in filing a motion to dismiss.  The motion to dismiss has not yet been heard. The total value of any claim is not known.

Since the outcome of the filed motion remains unclear at the date of signing these accounts, the Board are not able to judge whether any liability is probable and determinable, hence no provision has been made in these accounts with regard to the claim.

The immediate parent company is Marval Investments Limited, a company incorporated in England and Wales. The registered office is Unit 1 Orion Park, Orion Way, Kettering, NN15 6PP.

The ultimate controlling party is The Marval Group Trust.