Company registration number 13225943 (England and Wales)
MBK CLIENT LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
MBK CLIENT LIMITED
COMPANY INFORMATION
Director
Mr R A C Ramm
Company number
13225943
Registered office
36-38 Cornhill
London
EC3V 3NG
Auditor
Gravita Audit II Limited
Aldgate Tower
2 Leman Street
London
United Kingdom
E1 8FA
MBK CLIENT LIMITED
CONTENTS
Page
Director's report
1 - 2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Statement of financial position
7
Statement of changes in equity
8
Statement of cash flows
9
Notes to the financial statements
10 - 15
MBK CLIENT LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The director presents his annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of Mbk Client Limited (the "Company") is to act as trustee for a Trust Fund into which customers of Triplebet Limited contribute funds in order to utilise the services of www.matchbook.com, which is operated by Triplebet Limited. This arrangement is governed by a trust deed dated 14 April 2022 between the Company and Triplebet Limited.
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
Mr R A C Ramm
The director is independent and has no interest in the company or group companies.
Company background
Mbk Client Limited is a wholly owned subsidiary of a company incorporated in Isle of Man. It is the sole trustee of the Matchbook client trust, incorporated for the purpose of achieving 'high protection' status of customer funds, as defined by the United Kingdom Gambling Commission on behalf of a fellow subsidiary company. The company operates in the sports betting and gambling industry in connection with a fellow group company.
Auditor
In accordance with the company's articles, a resolution proposing that Gravita Audit II Limited be reappointed as auditor of the company will be put at a General Meeting.
Statement of director's responsibilities
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 they have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the United Kingdom (IFRSs as adopted by the UK) 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:
assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
MBK CLIENT LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Statement of disclosure to auditor
Each director in office at the date of approval of this annual report confirms that:
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and
the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
Principal risks and uncertainties
The financial risks that the company is exposed to are reviewed by the director, and the risk management strategy focuses on ensuring these reduce the potential negative effect on the company's performance. Please refer to note 9 for a more detailed description of these risks.
On behalf of the board
Mr R A C Ramm
Director
24 May 2025
MBK CLIENT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MBK CLIENT LIMITED
- 3 -
Opinion
We have audited the financial statements of Mbk Client 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, the statement of cash flows 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 UK adopted international accounting standards.
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 UK adopted international accounting standards; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 director's 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 director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is 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 director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the director's report has been prepared in accordance with applicable legal requirements.
MBK CLIENT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MBK CLIENT LIMITED
- 4 -
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 director's 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 director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of director
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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.
We ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations. The laws and regulations applicable to the company were identified through discussions with directors and other management.
Of these laws and regulations, we focused on those that we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery and anti-money-laundering legislation.
The extent of compliance with these laws and regulations identified above was assessed through making enquiries of management and inspecting legal correspondence. The identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
Understanding the design of the company’s remuneration policies.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions; and
investigated the rationale behind significant or unusual transactions.
MBK CLIENT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MBK CLIENT LIMITED
- 5 -
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC, relevant regulators including the company’s legal advisors.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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.
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.
Luke Metson (Senior Statutory Auditor)
For and on behalf of Gravita Audit II Limited
24 May 2025
Chartered Accountants
Statutory Auditor
Aldgate Tower
2 Leman Street
London
United Kingdom
E1 8FA
MBK CLIENT LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
2024
2023
Notes
£
£
Income tax expense
-
-
Profit and total comprehensive income for the year
MBK CLIENT LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 2024
- 7 -
2024
2023
Notes
£
£
Current assets
Trade and other receivables
6
171,517
141,451
Cash and cash equivalents
29,480,698
22,239,938
29,652,215
22,381,389
Current liabilities
Trade and other payables
7
29,652,214
22,381,388
Net current assets
1
1
Net assets
1
1
Equity
Called up share capital
8
1
1
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved and signed by the director and authorised for issue on 24 May 2025
Mr R A C Ramm
Director
Company registration number 13225943 (England and Wales)
MBK CLIENT LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
Share capital
£
Balance at 1 January 2023
1
Year ended 31 December 2023:
Balance at 31 December 2023
1
Year ended 31 December 2024:
Balance at 31 December 2024
1
MBK CLIENT LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
13
7,240,760
(4,470,005)
Net cash inflow/(outflow) from operating activities
7,240,760
(4,470,005)
Net increase/(decrease) in cash and cash equivalents
7,240,760
(4,470,005)
Cash and cash equivalents at beginning of year
22,239,938
26,709,943
Cash and cash equivalents at end of year
29,480,698
22,239,938
MBK CLIENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
1
Accounting policies
Company information
Mbk Client Limited is a private company limited by shares incorporated in England and Wales. The registered office is 36-38 Cornhill, London, EC3V 3NG. The company's principal activities and nature of its operations are disclosed in the director's report. The company's registered business address is Millenium House, Ollivier Street, Alderney, Channel Islands, GY9 3TD.
1.1
Accounting convention
The Company’s financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards as adopted for use in the United Kingdom, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated. 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 principal accounting policies are summarised below. They have all been applied consistently throughout the reporting year.
The preparation of financial statements in accordance with IFRS require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. These estimates and assumptions are based on historical experience and other factors. Actual results may differ from these estimates. Judgements made by management in the application of IFRS that have risk of adjustments in the coming year are discussed below.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
Measurement convention
These financial statements are prepared on the historical cost basis. Non-current assets are stated at cost less amortisation and are reviewed annually for any indications of impairment.
New standards and interpretations not yet adopted
Amendments to IFRS 18 'Presentation and Disclosure in Financial Statements' (effective for annual periods beginning on or after 1 January 2027)
Amendments to IFRS 19 'Subsidiaries without Public Accountability: Disclosures' (effective for annual periods beginning on or after 1 January 2027)
There are no standards that are not yet effective and that would be expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.
1.2
Going concern
The director has at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Cash and cash equivalents
Cash and cash equivalents include other short-term liquid investments with original maturities of three months or less.
1.4
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.
MBK CLIENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 11 -
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 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.
Impairment of financial assets
Financial assets 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.
1.5
Financial liabilities
The company recognises 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 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.
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.
1.7
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.
MBK CLIENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2
Critical accounting estimates and judgements
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, 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.
There are no estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.
3
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company borne by Triplebet Limited
7,100
6,925
4
Employees
The average monthly number of persons (including directors) appointed by the company during the year was:
2024
2023
Number
Number
Total
1
1
5
Director's remuneration
2024
2023
£
£
Remuneration for qualifying services borne by Triplebet Limited
10,200
10,200
6
Trade and other receivables
2024
2023
£
£
Unpaid share capital
1
1
Other receivables
171,516
141,450
171,517
141,451
MBK CLIENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
7
Trade and other payables
2024
2023
£
£
Amounts owed to fellow group undertakings
29,652,214
22,381,388
8
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
Ordinary shares of 1p each
100
100
1
1
9
Financial Instruments
Financial risk management
The Company has exposure to the following risks arising from financial instruments:
Liquidity risk;
Credit risk; and
Market (currency) risk
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to manage liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due without incurring unacceptable losses or risking damage to the Company's reputation.
As at 31 December 2024 all of the Company's financial liabilities are current, being due within one year or less.
Credit risk
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations.
The Company is not exposed to credit risk due to the nature of the operations.
Market risk
The Company is exposed to foreign exchange risk as client funds are held in currencies other than GBP.
10
Capital risk management
The company is not subject to any externally imposed capital requirements.
11
Related party transactions
MBK CLIENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Related party transactions
(Continued)
- 14 -
At the end of the financial reporting period, the amount of funds held by the Company on behalf of a fellow subsidiary company totalled £29,652,214 (2023: £22,381,388).
In addition, the fellow subsidiary bore the following costs on behalf of the Company:
Audit of the financial statements of the Company: £7,100 (2023: £6,925)
Director's remuneration for qualifying services: £10,200 (2023: £10,200)
Bank fees and interest: £1,121 (2023: £1,222)
MBK CLIENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
12
Controlling party
The Company's immediate and ultimate parent company is Newfoundland Limited; a company incorporated in Isle of Man. Registered Office is at 19-21 Circular Road, Douglas, IM1 1AF.
The largest and smallest group in which the results of the Company are consolidated is that headed by Newfoundland Limited. No other group financial statements include the results of the Company. The consolidated financial statements of the group are not available to the public.
At the date of the financial statements Suntera Corporate Trustees (IOM) Limited, a company incorporated in the Isle of Man, as Trustees of The Owl Trust, is the controlling party.
13
Cash generated from/(absorbed by) operations
2024
2023
£
£
Movements in working capital:
Increase in trade and other receivables
(30,066)
(80,948)
Increase/(decrease) in trade and other payables
7,270,826
(4,389,057)
Cash generated from/(absorbed by) operations
7,240,760
(4,470,005)
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