ACCOUNTS - Final Accounts

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Registered number: 05123148

MCS HOLDINGS LTD

AUDITED

DIRECTORS' REPORT
AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 DECEMBER 2022


MCS HOLDINGS LTD

COMPANY INFORMATION

Directors	Mr P Hodges
	Mr A Rumble
	Mr P W Greenaway
	Mr J J Whiteman


Registered number	05123148


Registered office	Links 1 Links Business Centre
	Old Woking
	Surrey
	GU22 8BF


Independent auditors	Wellden Turnbull Limited
	Chartered Accountants & Statutory Auditors
	Albany House
	Claremont Lane
	Esher
	Surrey
	KT10 9FQ


MCS HOLDINGS LTD

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditors' Report	3 - 6
Statement of Income and Retained Earnings	7
Balance Sheet	8
Notes to the Financial Statements	9 - 12


MCS HOLDINGS LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2022

The Directors present their report and the financial statements for the year ended 31 December 2022.

Directors' responsibilities statement

The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements 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;

∙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 to 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.

Principal activity

The principal activity of the Company during the year under review continued to be that of a holding company.

Directors

The Directors who served during the year were:

Mr P Hodges

Mr A Rumble

Mr P W Greenaway

Mr J J Whiteman

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Page 1


MCS HOLDINGS LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2022

Small companies note

In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

Mr P Hodges

Director

Date: 29 September 2023

Page 2


MCS HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MCS HOLDINGS LTD

Opinion

We have audited the financial statements of MCS Holdings Ltd (the 'Company') for the year ended 31 December 2022, which comprise the Statement of Income and Retained Earnings, the Balance Sheet and the related notes, 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 December 2022 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 United Kingdom, including the Financial Reporting Council'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 Auditors' 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.

Page 3


MCS HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MCS HOLDINGS LTD (CONTINUED)

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' Report has 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 Directors' Report.

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; or

∙the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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.

Page 4


MCS HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MCS HOLDINGS LTD (CONTINUED)

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.

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. We have identified the greatest risk of a material impact on the financial statements from irregularities, including fraud, to relate to the timing and recognition of revenue and the override of controls by management. We have obtained an understanding of the legal and regulatory frameworks that the Company operated within including both those that directly have an impact on the financial statements and more widely those for which non-compliance could have a significant impact on the Company's operations and reputation. The Companies Act 2006 and data protection are those that we have identified in this regard. Auditing standards limit the required procedures as to non-compliance with laws and regulations to enquiries of those charged with governance and review of any applicable correspondence.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙Enquiry of management and those charged with governance as to actual and potential litigation and claims;

∙Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations;

∙Reviewing correspondence with the Company's legal counsel;

∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and

∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business, and reviewing accounting estimates for bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

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.

Page 5


MCS HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MCS HOLDINGS LTD (CONTINUED)

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.

Robin John FCA CTA (Senior Statutory Auditor)

for and on behalf of

Wellden Turnbull Limited

Chartered Accountants

Statutory Auditors

Albany House

Claremont Lane

Esher

Surrey

KT10 9FQ

29 September 2023

Page 6


MCS HOLDINGS LTD

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 31 DECEMBER 2022

	2022	2021
	£	£


Turnover	15,500	15,500
Administrative expenses	(9,541)	(3,626)
Operating profit	5,959	11,874
Income from shares in group undertakings	460,590	421,480
Interest receivable and similar income	1,402	1,953
Profit before tax	467,951	435,307
Tax on profit	(1,399)	-
Profit after tax	466,552	435,307



Retained earnings at the beginning of the year	25,565	20,626
Profit for the year	466,552	435,307
Dividends declared and paid	(474,378)	(430,368)
Retained earnings at the end of the year	17,739	25,565

There were no recognised gains and losses for 2022 or 2021 other than those included in the statement of income and retained earnings.

The notes on pages 9 to 12 form part of these financial statements.

Page 7


MCS HOLDINGS LTD REGISTERED NUMBER:05123148

BALANCE SHEET

AS AT 31 DECEMBER 2022

		2022		2021
Note		£		£

Fixed assets
Investments	4		362,850		362,850
Current assets
Debtors: amounts falling due within one year	5	95,704		66,882
Cash at bank and in hand	6	94,974		158,838
		190,678		225,720
Creditors: amounts falling due within one year	7	(422,688)		(449,904)
Net current liabilities			(232,010)		(224,184)

Net assets			130,840		138,666

Capital and reserves
Called up share capital	8	349	349
Share premium account	9	112,657	112,657
Capital redemption reserve	9	95	95
Profit and loss account	9	17,739	25,565
		130,840	138,666

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

Mr P Hodges

Director

Date: 29 September 2023

The notes on pages 9 to 12 form part of these financial statements.

Page 8


MCS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

1.	General information

MCS Holdings Ltd is a private company, limited by shares and incorporated in England and Wales, registered number 05123148. The registered office and principal place of business is Links 1 Links Business Centre, Old Woking, Surrey GU22 8BF.

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 Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The Company is a parent company and is exempt from the requirement to prepare group accounts by virtue of section 399 of the Companies Act 2006. These financial statements therefore present information about the Company as an individual undertaking and not about its group.
The financial statements are presented in sterling, which is the functional currency of the Company and rounded to the nearest £.

The following principal accounting policies have been applied:

2.2

Compliance with accounting standards

The financial statements have been prepared in accordance with the provisions of FRS 102. There were no material departures from that standard.

2.3

Going concern

The Company has net current liabilities, but is trading profitably and has net total assets.
Current liabilities includes a balance of £396,923 due to its wholly owned subsidiary undertaking. Cash flow is managed on a group basis and the amount owed to the subsidiary company will not be repaid in detriment to third party creditors.
The Directors are therefore satisfied that the Company can meet its liabilities as they fall due and it is appropriate to prepare the financial statements on a going concern basis.

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. The following criteria must also be met before revenue is recognised:
Rendering of services

∙Revenue from the provision of services is recognised in the period in which the services are provided when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due; and

∙the costs incurred in relation to the management charge can be measured reliably.
Dividend income is recognised when declared by the subsidiary.

Page 9


MCS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment.

2.9

Creditors

Short-term creditors are measured at the transaction price.

2.10

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Income and Retained Earnings.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Employees

The average monthly number of employees, including directors, during the year was 4 (2021 - 4).

Page 10


MCS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

4.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2022	362,850
	At 31 December 2022	362,850

Debtors

					2022	2021
					£	£


Trade debtors	15,500	-
Other debtors	80,204	66,882
	95,704	66,882

6.	Cash and cash equivalents
		2022	2021
		£	£

	Cash at bank and in hand	94,974	158,838

7.	Creditors: Amounts falling due within one year
		2022	2021
		£	£

Trade creditors	3,600	-
Amounts owed to group undertakings	396,924	385,173
Corporation tax	4,062	11,751
Other creditors	14,577	49,455
Accruals and deferred income	3,525	3,525
	422,688	449,904

Page 11


MCS HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

8.	Share capital
		2022	2021
		£	£

Allotted, called up and fully paid

1,530 (2021 - 1,530) Ordinary A shares of £0.10 each	153	153
180 (2021 - 180) Ordinary B shares of £0.10 each	18	18
764 (2021 - 764) Ordinary C shares of £0.10 each	76	76
180 (2021 - 180) Ordinary D shares of £0.10 each	18	18
417 (2021 - 417) Ordinary E shares of £0.10 each	42	42
417 (2021 - 417) Ordinary F shares of £0.10 each	42	42

	349	349

The shares rank pari passu with each other, except that different dividends may be declared on the different classes of shares.

Reserves

Share premium account

The share premium is the excess paid for shares above the nominal value of the shares.

Capital redemption reserve

The capital redemption reserve is the nominal value of the Company's own shares purchased.

Profit and loss account

The profit and loss account represents cumulative profits and losses net of all adjustments.

10.	Transactions with directors

At the year-end a Director owed the Company £22,621 (2021 - £17,543), the loan is interest free, and repayable on demand.
At the year-end a Director owed the Company £29,442 (2021 - £26,630), the loan is interest free, and repayable on demand.

11.	Related party transactions
	The Company has taken advantage of Section 33 paragraph 1A not to disclose transactions with wholly owned group members.

Page 12