| Makai Group Holdings Limited |
| Notes to the Accounts |
| for the year ended 30 November 2025 |
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| 1 |
Accounting policies |
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Basis of preparation |
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The accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard). |
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Turnover |
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Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. |
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Intangible fixed assets |
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Intangible fixed assets are measured at cost less accumulative amortisation and any accumulative impairment losses. |
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Tangible fixed assets |
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Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows: |
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Freehold buildings |
over 50 years |
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Leasehold land and buildings |
over the lease term |
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Plant and machinery |
over 5 years |
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Fixtures, fittings, tools and equipment |
over 5 years |
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Investments |
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Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account. |
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Stocks |
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Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out method. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised. |
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Debtors |
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Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts. |
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Creditors |
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Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. |
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Taxation |
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A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
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Provisions |
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Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably. |
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Foreign currency translation |
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Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
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Leased assets |
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A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. The rights of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability. Leased assets are depreciated in accordance with the company's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and its useful life. Operating lease payments are recognised as an expense on a straight line basis over the lease term. |
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Pensions |
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Contributions to defined contribution plans are expensed in the period to which they relate. |
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| 2 |
Employees |
2025 |
|
2024 |
| Number |
Number |
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Average number of persons employed by the company |
2 |
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2 |
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| 3 |
Investments |
| Investments in |
| subsidiary |
| undertakings |
| £ |
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Cost |
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At 1 December 2024 |
100 |
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Additions |
500 |
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At 30 November 2025 |
600 |
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| 4 |
Debtors |
2025 |
|
2024 |
| £ |
£ |
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Amounts owed by group undertakings and undertakings in which the company has a participating interest |
|
686,811 |
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728,866 |
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Other debtors |
128,517 |
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59,692 |
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815,328 |
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788,558 |
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| 5 |
Creditors: amounts falling due within one year |
2025 |
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2024 |
| £ |
£ |
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Trade creditors |
2,277 |
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- |
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Amounts owed to group undertakings and undertakings in which the company has a participating interest |
|
100 |
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- |
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Taxation and social security costs |
54,380 |
|
21,965 |
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Other creditors |
- |
|
621 |
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56,757 |
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22,586 |
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| 6 |
Creditors: amounts falling due after one year |
2025 |
|
2024 |
| £ |
£ |
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Other creditors |
936,193 |
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794,918 |
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Included in long term creditors is a loan of £259,748 which was provided by Ale & Gaia Holdings Ltd, which remains unsecured, interest-free, and with no fixed date for repayment. |
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As of 30 November 2025, Makai Group Holdings Limited received loan funding of £533,690.47 from Tevere Capital Limited, a company connected by virtue of Dario Sacchetti, who is a director of both Makai Group Holdings Limited and Tevere Capital Limited. |
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As of 30 November 2025, £142,755.16 remained outstanding. The Tevere Euro Loan is unsecured/secured, bears interest is interest-free, and is repayable on demand in accordance with the loan agreement. The directors consider that the terms of the loan were on normal commercial terms. No provisions for doubtful debts were recognised in respect of the balance. |
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| 7 |
Related party transactions |
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As at 30 November 2025, Makai Group Holdings Limited was owed £149,452 from F45 Liverpool Street Ltd, £158,352 from F45 Old Street Ltd, £139,954 from Palma Ltd, £225,118 from FS8 Hoxton Ltd and £13,935 from F45 Blackwall, in which all companies are held under the common control of the director, Adam Paul Rouse. |
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As at 30 November 2025, Makai Group Holdings Limited was owed £100 to F45 Haggerston Ltd, in which there is a control of the director, Adam Paul Rouse. |
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Key management personnel |
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As of 30 November 2025, it has been identified that Mr. Adam Paul Rouse, a director of the company, has an outstanding loan balance with the company totaling £96,088. This loan was provided to the director unsecured remains unpaid as of the reporting date with the nominal rate of interest being charged. |
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| 8 |
Other information |
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Makai Group Holdings Limited is a private company limited by shares and incorporated in England. Its registered office is: |
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168-172 Bentima House Adam Rouse, |
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Bentima House |
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London |
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England |
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EC1V 9BP |