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Registered number: 02259742










MGR HOLDINGS LIMITED










FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025



 
MGR HOLDINGS LIMITED
REGISTERED NUMBER: 02259742

BALANCE SHEET
AS AT 31 DECEMBER 2025

31 December
30 September
2025
2024
Note
£
£

Fixed assets
  

Investments
 4 
109,476
109,476

Current assets
  

Debtors: amounts falling due within one year
 5 
807,389
894,032

Cash at bank and in hand
 6 
3,978
2,176

  
811,367
896,208

Creditors: amounts falling due within one year
 7 
(1,440)
(46,600)

Net current assets
  
 
 
809,927
 
 
849,608

Total assets less current liabilities
  
919,403
959,084

  

Net assets
  
919,403
959,084


Capital and reserves
  

Called up share capital 
 8 
17,428
17,428

Share premium account
  
205,760
205,760

Profit and loss account
  
696,215
735,896

  
919,403
959,084


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



A D G Gabillon
Director

Date: 4 June 2026

The notes on pages 2 to 6 form part of these financial statements.

Page 1

 
MGR HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025

1.


General information

MGR Holdings Limited is a private limited company incorporated and registered in England and Wales. The Company's registered office is DAX House, Wenman Road, Thame, Oxfordshire, OX9 3SE.

The Company's principal activity is that of a holding company.

These financial statements cover the 15 month period from 1 October 2024 to 31 December 2025. The comparative figures shown for the year ended 30 September 2024 represent a 12-month period. Consequently, the amounts presented in the financial statements are not directly comparable.

The accounting period was extended to align the company with the group year end date. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006. 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 rounded to the nearest pound Sterling, the functional and presentational currancy of the company. 

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

Page 2

 
MGR HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Going concern

The Company acts as a holding company to MGR Foamtex Limited. The principal market of MGR Foamtex Limited is that of the airline industry. MGR Foamtex Limited has seen significantly improved turnover in the year ended 31 December 2025, and achieved a profit for the year for a second consecutive year. The Directors anticipate the business will continue to grow its revenues and profits over the foreseeable future.
 
The Directors have prepared forecasts and projections using what they consider to be reasonable assumptions relating to the Company’s financial performance, current financial position and existing financial resources for a period of at least 12 months from signing of the financial statements which show the Company to be a going concern. These forecasts include assessments in relation to MGR Foamtex Limited's outstanding loan facility and covenants contained therein as well as assessments in relation to the subsidiary's invoice discounting facility since the Company is reliant on the performance of its subsidiary.

The Company has received a letter of support from its immediate parent, Adhefin SAS, indicating that financial support will be made available, if required, for at least 12 months from the  date of the audit report for the period ended 31 December 2025, to enable the Company to meet its  liabilities as they fall due and continue trading.
  
Based on the above, the Directors are of the opinion that the going concern principle is applicable and that the Company, and its subsidiary, has the necessary resources to continue as a going concern for the foreseeable future. 

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. 

Revenue represents recharges of management charges to the Company's subsidiary.

 
2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.6

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.7

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.8

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 3

 
MGR HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025

3.


Employees

The average monthly number of employees, including directors, during the period was 3 (2024 - 3).


4.


Fixed asset investments








Investments in subsidiary companies

£



Cost or valuation


At 1 October 2024
109,476



At 31 December 2025
109,476





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

MGR Foamtex Limited
Ordinary
100%
Magerik Limited
Ordinary
99.99%







Page 4

 
MGR HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025

5.


Debtors

31 December
30 September
2025
2024
£
£


Amounts owed by group undertakings
807,389
894,032


Amounts owed by group undertakings are unsecured, interest free and repayable on demand.


6.


Cash and cash equivalents

31 December
30 September
2025
2024
£
£

Cash at bank and in hand
3,978
2,176



7.


Creditors: Amounts falling due within one year

31 December
30 September
2025
2024
£
£

Accruals and deferred income
1,440
46,600



8.


Share capital

31 December
30 September
2025
2024
£
£
Authorised, allotted, called up and fully paid



17,428 (2024 - 17,428) Ordinary shares of £1.00 each
17,428
17,428

Ordinary shares carry full voting rights and rights to dividends and capital distributions.



9.


Related party transactions

As a wholly owned subsidiary of Adagia Capital Europe GP SAS, the Company is exempt from disclosing transactions with other members of the group headed by Adagia Capital Europe GP SAS in accordance with FRS 102 paragraph 33.1A. 

Page 5

 
MGR HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025

10.


Post balance sheet events

There are no material post-balance sheet events to disclose. 


11.


Controlling party

The ultimate controlling party is Adagia Capital Europe GP SAS. A copy of the financial statements for Adagia Capital Europe GP SAS is available from 20 Rue Quentin Bauchart 75008, Paris, France. 

The Directors regard Adagia Capital Europe GP SAS as the smallest and largest group within which the subsidiary belongs and for which group accounts are prepared. Adagia Capital Europe GP SAS's registered office is 20 Rue Quentin Bauchart 75008, Paris, France.


12.


Auditor's information

The auditor's report on the financial statements for the 15 Month Period ended 31 December 2025 was unqualified.

The audit report was signed on 4 June 2026 by Sue Staunton MA FCA CF (Senior Statutory Auditor) on behalf of James Cowper Kreston Audit.

Page 6