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Registered number: 06689316










Rossetts (UK) Limited










Annual Report and Financial Statements

For the Year Ended 31 December 2024

 
Rossetts (UK) Limited
 

Company Information


Directors
Pauline McKeating 
Neil McKibbin 
Richard Wheeler (appointed 1 January 2024)




Company secretary
Pauline McKeating      
Wayne Solomon



Registered number
06689316



Registered office
Meadow Road Industrial Estate
Meadow Road

Worthing

West Sussex

BN11 2RU




Independent auditors
Sumer AuditCo NI Limited
Statutory Auditors

Glendinning House

6 Murray Street

Belfast

Co. Antrim

BT1 6DN




Bankers
Danske Bank
Donegal Square West

Belfast

BT1 6JS





Natwest Bank

5 Broadwater Street East

Worthing

West Sussex

BN14 9AB




Solicitors
Mills Selig
21 Arthur Street

Belfast

BT1 4JA





 
Rossetts (UK) Limited
 

Contents



Page
Strategic Report
 
1 - 3
Directors' Report
 
4 - 6
Independent Auditors' Report
 
7 - 10
Statement of Income and Retained Earnings
 
11
Balance Sheet
 
12
Notes to the Financial Statements
 
13 - 27

 
Rossetts (UK) Limited
 

Strategic Report
For the Year Ended 31 December 2024

Introduction
 
The directors present their Strategic report on the company for the year ended 31 December 2024.

Principal activities 
The company is principally engaged as a commercial vehicle dealership for the Mercedes-Benz franchise, together with associated parts and servicing for all makes of commercial vehicles. 
The company operates five Mercedes-Benz dealerships in Hampshire and Sussex and also the Mitsubishi Light Commercial vehicle range and EvoBus. 

Business review and future developments
 
The directors consider the results for the financial year and the position of the company at the year end to be in line with expectations. The company will continue to seek every opportunity to increase profitable turnover.

Going concern
 
At the date of this report, the directors are confident that the company can continue to demonstrate its resilience and navigate these challenging times successfully. At the Balance Sheet date the company had net assets of £12,554,507 (2023: £10,134,387). The directors have prepared company and group budgets and cash flow forecasts. As a result, the directors continue to prepare the financial statements on a going concern basis as they are satisfied that the company has the ability to meet its liabilities as and when they fall due for a period of not less than 12 months from the date of this report.

Financial key performance indicators
 


2024
2023
Growth/(decline) in turnover

7.8%

17.6%
 
Gross profit margin

16.2%

16.5%
 
Employee numbers

172

171
 

Principal risks and uncertainties
 
The management of the business and the execution of the company's strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to the current economic environment, competition from other dealerships, supplier stability, employee retention and Mercedes-Benz support. These risks are addressed through a good relationship with Mercedes-Benz, strong customer service and after sales support as well as investment in its people and facilities.

Environment

The company recognises its corporate responsibility to carry out its operations whilst minimising environmental impacts. The directors' continued aim is to comply with all applicable environmental legislation, prevent pollution and reduce waste wherever possible.

Health and safety

The company is committed to achieving the highest practicable standards in health and safety management and strives to make all sites and offices safe environments for employees and customers alike.

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Rossetts (UK) Limited
 

Strategic Report (continued)
For the Year Ended 31 December 2024

Human resources

The company's most important resource is its people; their knowledge and experience is crucial to meeting customer requirements. Retention of key staff is critical and the company has invested increasingly in employment training and development and has introduced appropriate incentive and career progression arrangements.

Employees

Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the company continues and the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability. 
Consultation with employees or their representative has continued at all levels, with the aim of ensuring their views are taken into account when decisions are made that are likely to affect their interests and that all employees are aware of the financial and economic performance of the company.

Statement by the directors in performance of their statutory duties accordance with s172(1) Companies Act 2006 
 
This section describes how the directors have had regard to the matters set out in section 172(1) (a) to (f), and forms the directors' statement required under the Companies (Miscellaneous Reporting) Regulations 2018. 

The directors require all employees of the company to adhere to the highest standards of integrity and meet with all legal and regulatory requirements. 

In making decisions, the directors give appropriate consideration to the short and long term impacts of those decisions. These decisions are based on relevant budgets, forecasts, considerations of principal and emerging business risks and the wider market environment. In making these decisions the directors give due consideration to the impact on key stakeholders and acknowledge that appropriate engagement and consultation with these stakeholders supports the future success of the company. This includes decisions which impact the company's:

• Employees, to ensure that appropriate levels of communication are provided by the directors and feedback
received from the employees and acted on; 
 
• Customers, to ensure that appropriate levels of engagement are maintained across the customer base and
that high levels of customer service is monitored and maintained;
 
• Suppliers, to ensure that a strong relationship is maintained with the key suppliers e.g. Mercedes-Benz; 
• Community and environment, to ensure that the activities of the company support the local community and environment, for example, through providing employment for local people, supporting in their training and ensuring that the company's activities look after the local environment;
 
• Regulators, to ensure that the company is in compliance with all laws and regulations; and 
 
• Other key stakeholders. 

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Page 2

 
Rossetts (UK) Limited
 

Strategic Report (continued)
For the Year Ended 31 December 2024


This report was approved by the board on 12 June 2025 and signed on its behalf.



Pauline McKeating
Director
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Page 3

 
Rossetts (UK) Limited
 

 
Directors' Report
For the Year Ended 31 December 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, 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 judgments 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 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £2,420,120 (2023: £2,110,451).

No dividends were paid during the financial year (2023: £Nil).

Directors

The directors who served during the year were:

Pauline McKeating 
Neil McKibbin 
Richard Wheeler (appointed 1 January 2024)

Political contributions

No contributions for political purposes were made during the year (2023: £Nil). 

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Page 4

 
Rossetts (UK) Limited
 

 
Directors' Report (continued)
For the Year Ended 31 December 2024

Financial risk management

The company's operations expose it to a variety of financial risks that include foreign exchange risk, credit risk, liquidity risk and interest rate risk. The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company by monitoring levels of debt finance and the related finance costs. 

Given the size of the company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board of directors are implemented by the finance department. 
Foreign exchange risk 
While the greater part of the company's revenues and expenses are denominated in sterling, the company is exposed to some foreign exchange risk in the normal course of business, principally euros. While the company has not used financial instruments to date to hedge foreign exchange exposure, this position is kept under review. 
Credit risk 
The company has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to individual customers is subject to a limit, which is reassessed regularly by the board. 
Liquidity risk 
The company actively maintains a mixture of medium-term and short-term debt finance that is designed to ensure the company has sufficient available funds for operations and planned expansions. 
Interest rate risk 
The company has interest bearing liabilities in the form of invoice finance, finance leases and bank overdrafts. The company has a policy of maintaining debt at a competitive rate to ensure a reasonable degree of certainty over future interest cash flows. The directors will revisit the appropriateness of this policy should the company's operations change in size or nature. 
 
Future developments

A review of the business, results and future developments are detailed in the Strategic Report and included in this report by cross reference.

Greenhouse gas emissions for UK office

The Statement of Greenhouse Gas (GHG) Emissions for UK offices are included in the Directors' Report in the financial statements of MBNI Holdings Ltd, which does not form part of this report.





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Page 5

 
Rossetts (UK) Limited
 

 
Directors' Report (continued)
For the Year Ended 31 December 2024

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.

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.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditorsSumer AuditCo NI Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 12 June 2025 and signed on its behalf.
 





Pauline McKeating
Director
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Page 6

 
Rossetts (UK) Limited
 

 
Independent Auditors' Report to the Members of Rossetts (UK) Limited
 

Opinion


We have audited the financial statements of Rossetts (UK) Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Income and Retained Earnings, the Balance Sheet and the related notes, including a summary of significant accounting policiesThe 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 2024 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.


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Page 7

 
Rossetts (UK) Limited
 

 
Independent Auditors' Report to the Members of Rossetts (UK) Limited (continued)


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 ReportOur 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.


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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have 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 Strategic Report or 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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.


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Page 8

 
Rossetts (UK) Limited
 

 
Independent Auditors' Report to the Members of Rossetts (UK) Limited (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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which they operate, and considered the risk of acts by the Company that were contrary to applicable laws and regulations, including fraud. We considered the opportunities and incentives that may exist within the Company for fraud and identified the greatest potential for fraud in the following areas: management override of controls and fraud risk relating to revenue.
We designed audit procedures to respond to these risks, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Our audit procedures included: enquiries of management about their own identification and assessment of risks of irregularities, testing the design and implementation of controls relating to the risks, sample testing of journals posted during the year, revenue cut off testing and agreeing a sample of revenue items to source documentation.
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.
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Rossetts (UK) Limited
 

 
Independent Auditors' Report to the Members of Rossetts (UK) Limited (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 2006Our 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.





Brian Clerkin (Senior Statutory Auditor)
  
for and on behalf of
Sumer AuditCo NI Limited
 
Statutory Auditors
  
Glendinning House
6 Murray Street
Belfast
Co. Antrim
BT1 6DN

12 June 2025
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Page 10

 
Rossetts (UK) Limited
 

Statement of Income and Retained Earnings
For the Year Ended 31 December 2024

2024
2023
Note
£
£

  

Turnover
 4 
61,933,565
57,429,897

Cost of sales
  
(51,886,417)
(47,981,258)

Gross profit
  
10,047,148
9,448,639

Administrative expenses
  
(6,370,621)
(6,109,290)

Operating profit
 6 
3,676,527
3,339,349

Interest payable and similar expenses
 10 
(782,534)
(582,937)

Profit before tax
  
2,893,993
2,756,412

Tax on profit
 11 
(473,873)
(645,961)

Profit after tax
  
2,420,120
2,110,451

  

  

Retained earnings at the beginning of the year
  
7,634,387
5,523,936

  
7,634,387
5,523,936

Profit for the year
  
2,420,120
2,110,451

Retained earnings at the end of the year
  
10,054,507
7,634,387
The notes on pages 13 to 27 form part of these financial statements.

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Page 11

 
Rossetts (UK) Limited
Registered number: 06689316

Balance Sheet
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 12 
4,366,501
4,130,705

  
4,366,501
4,130,705

Current assets
  

Stocks
 13 
4,653,892
4,646,449

Debtors: amounts falling due within one year
 14 
3,386,978
3,628,257

Cash at bank and in hand
 15 
11,530,333
9,231,272

  
19,571,203
17,505,978

Creditors: amounts falling due within one year
 16 
(8,414,398)
(8,754,722)

Net current assets
  
 
 
11,156,805
 
 
8,751,256

Total assets less current liabilities
  
15,523,306
12,881,961

Creditors: amounts falling due after more than one year
 17 
(2,001,613)
(1,833,562)

Provisions for liabilities
  

Deferred tax
 19 
(967,186)
(914,012)

  
 
 
(967,186)
 
 
(914,012)

Net assets
  
12,554,507
10,134,387


Capital and reserves
  

Called up share capital 
 20 
2,500,000
2,500,000

Profit and loss account
  
10,054,507
7,634,387

  
12,554,507
10,134,387


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 12 June 2025.




Pauline McKeating
Director

The notes on pages 13 to 27 form part of these financial statements.

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Page 12

 
Rossetts (UK) Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

1.


General information

The company is principally engaged as a main commercial vehicle dealership for the Mercedes-Benz franchise, together with associated parts and servicing for all makes of commercial vehicles. The company operates five Mercedes-Benz dealerships in Hampshire and Sussex and also the Mitsubishi Light Commercial vehicle range and EvoBus. The company is a private company limited by shares and is incorporated and domiciled in the United Kingdom, registered in England and Wales. The address of its registered office is Meadow Road Industrial Estate, Meadow Road, Worthing, West Sussex, BN11 2RU. 

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 Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of MBNI Holdings Ltd as at 31 December 2024 and these financial statements may be obtained from Companies House.

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Page 13

 
Rossetts (UK) Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
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Page 14

 
Rossetts (UK) Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)


2.4
Revenue (continued)

the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.
 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Leased assets: the Company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

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Page 15

 
Rossetts (UK) Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

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Page 16

 
Rossetts (UK) Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold property
-
over the period of the lease
Plant and machinery
-
10% per annum straight line
Motor vehicles
-
20%-25% per annum straight line
Fixtures and fittings and equipment
-
10% per annum straight line
Computer equipment
-
20% per annum straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. 

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Income and Retained Earnings. 

 
2.13

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.

 
2.14

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.

 
2.15

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.

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Page 17

 
Rossetts (UK) Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.16

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.17

Financial instruments


The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

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

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference
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Page 18

 
Rossetts (UK) Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)


2.17
Financial instruments (continued)

between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.


 

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Page 19

 
Rossetts (UK) Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)


2.17
Financial instruments (continued)

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
(a) Critical judgements in applying the company's accounting policies:
There are no critical judgements in applying the entity's accounting policies.
(b) Critical accounting estimates and assumptions:
There are no critical accounting estimates and assumptions.


4.


Turnover

The whole of the turnover is attributable to the principal activity of the company, as a main commercial vehicle dealership for the Mercedes-Benz franchise, together with associated parts and servicing for all makes of commercial vehicles.
All turnover arose within the United Kingdom.


5.


Going concern

At the date of this report, the directors are confident that the company can continue to demonstrate
its resilience and navigate these challenging times successfully. At the Balance Sheet date the company had net assets of £12,554,507 (2023: £10,134,387). The directors have prepared budgets and cash flow forecasts. As a result, the directors continue to prepare the financial statements on a going concern basis as they are satisfied that the company has the ability to meet its liabilities as and when they fall due for a period of not less than 12 months from the date of this report.

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Page 20

 
Rossetts (UK) Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation tangible fixed assets - owned
425,814
446,741

Depreciation of assets under finance lease and hire purchase agreements
499,678
430,291

Fees payable to the company's auditors' and their associates for the audit of the company's annual financial statments
33,000
23,675

Operating lease rentals
960,108
864,340

Staff costs (note 8)
7,507,952
7,353,471


7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2024
2023
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
33,000
23,675

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


8.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
6,456,237
6,395,769

Social security costs
762,312
724,392

Cost of defined contribution scheme
289,403
233,310

7,507,952
7,353,471


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Employees
172
171

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Rossetts (UK) Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
113,466
-

Directors national insurance
14,127
-

Directors pension costs
55,250
-

182,843
-


During the year retirement benefits were accruing to 1 director (2023: NIL) in respect of defined contribution pension schemes.


10.


Interest payable and similar expenses

2024
2023
£
£


Interest payable
357,699
237,889

Finance leases and hire purchase contracts
7,700
4,682

Other interest payable
417,135
340,366

782,534
582,937


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
420,699
434,466


420,699
434,466


Total current tax
420,699
434,466

Deferred tax


Origination and reversal of timing differences
53,174
211,495

Total deferred tax
53,174
211,495


Tax on profit
473,873
645,961
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Page 22

 
Rossetts (UK) Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is the same as (2023: lower than) the standard rate of corporation tax in the UK of 25% (2023: 23.52%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
2,893,993
2,756,412


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
723,498
648,323

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(131)
733

Capital allowances for year in excess of depreciation
(48,974)
(193,963)

Movement in deferred tax for the year
53,174
211,495

Group relief
(253,694)
(20,627)

Total tax charge for the year
473,873
645,961


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

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Page 23

 
Rossetts (UK) Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

12.


Tangible fixed assets





Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2024
1,295,500
2,125,139
3,519,273
995,381
331,244
8,266,537


Additions
4,150
203,793
2,615,102
108,623
-
2,931,668


Disposals
-
(20,128)
(2,419,382)
(10,582)
(160,218)
(2,610,310)



At 31 December 2024

1,299,650
2,308,804
3,714,993
1,093,422
171,026
8,587,895



Depreciation


At 1 January 2024
1,236,944
1,324,711
827,318
458,464
288,395
4,135,832


Charge for the year on owned assets
61,063
162,718
583,377
98,273
20,062
925,493


Disposals
-
(4,778)
(670,966)
(3,969)
(160,218)
(839,931)



At 31 December 2024

1,298,007
1,482,651
739,729
552,768
148,239
4,221,394



Net book value



At 31 December 2024
1,643
826,153
2,975,264
540,654
22,787
4,366,501



At 31 December 2023
58,556
800,428
2,691,955
536,917
42,849
4,130,705

The net book value of assets held under finance leases or hired purchase contracts, included above, are £2,408,561 (2023: £2,236,580).


13.


Stocks

2024
2023
£
£

Finished goods and goods for resale
4,653,892
4,646,449

4,653,892
4,646,449


Deducted from stock at year end is an amount for Consignment stock for Mercedes Benz totaling £12,224,599 (2023: £10,782,950). The stock has been allocated to the company by Mercedes Benz however title does not pass to the company until a sales agreement has been made. 

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Page 24

 
Rossetts (UK) Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

14.


Debtors

2024
2023
£
£


Trade debtors
2,579,843
3,171,023

Other debtors
179,783
70,389

Prepayments and accrued income
627,352
386,845

3,386,978
3,628,257


The company's trade debtors are stated after provisions for impairment of £55,116 (2023: £59,700).


15.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
11,530,333
9,231,272

Less: bank overdrafts and other facilities
(1,669,656)
(1,718,824)

9,860,677
7,512,448



16.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank overdrafts and other facilities
1,669,656
1,718,824

Obligations under finance lease and hire purchase contracts
2,413,547
2,204,354

Payments received on account
95,986
109,000

Trade creditors
2,773,758
2,897,699

Amounts owed to group undertakings
35,721
35,721

Corporation tax
420,699
434,466

Other taxation and social security
503,238
693,939

Accruals and deferred income
501,793
660,719

8,414,398
8,754,722


Other facilities include invoice finance which attracts interest of LIBOR + 1.8%. 
The bank overdraft is secured by a fixed and floating debenture held by the parent company, Inspired Business Investments Ltd, over the assets and undertakings of the company, a legal charge over the Mallusk, Worthing and Aldershot sites and an unlimited intercompany cross guarantee. 

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Page 25

 
Rossetts (UK) Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

17.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Net obligations under finance leases and hire purchase contracts
2,001,613
1,833,562

2,001,613
1,833,562



18.


Obligations under finance lease and hire purchase


2024
2023
£
£


Within 1 year
2,413,547
2,204,354

Between 1-2 years
442,224
494,223

Between 2-5 years
1,559,389
1,339,339

4,415,160
4,037,916

19.


Deferred taxation




2024
2023


£

£






At beginning of year
(914,012)
(702,517)


Charged to the Statement of income and retained earnings
(53,174)
(211,495)



At end of year
(967,186)
(914,012)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(967,186)
(914,012)

(967,186)
(914,012)

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Page 26

 
Rossetts (UK) Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2024

20.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



2,500,000 (2023: 2,500,000) Ordinary shares of £1.00 each
2,500,000
2,500,000



21.


Pension commitments

The company provides a contributory pension scheme for all relevant employees, which meets the necessary requirement of the stakeholder pension legislation. The pension charge represents contributions payable by the company to the fund and amounted to £289,403 (2023: £233,310). Contributions totaling £Nil (2023: £Nil) were payable to the scheme at the end of the year. 


22.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£
Land and buildings




Not later than 1 year
392,333
678,500

Later than 1 year and not later than 5 years
630,250
993,917

Later than 5 years
39,250
138,720

1,061,833
1,811,137


23.


Related party transactions

The company has taken advantage of the exemptions under paragraph 33.1A from the provisions of FRS 102, on the grounds that all voting rights of the company are controlled within the group. 


24.


Controlling party

The company is a subsidiary of Inspired Business Investments Limited, which is the immediate parent company. At the year end the ultimate parent undertaking was MBNI Holdings Ltd.
At the year end, the smallest and largest group of undertakings for which group financial statements are drawn up and of which the company is a member is MBNI Holdings Ltd, a company incorporated in Northern Ireland. Copies of the group financial statements are available to the public from Companies House, The Linenhall, 32 Linenhall Street, Belfast, BT2 88G.

 The ultimate controlling party is considered to be the shareholders of MBNI Holdings Ltd.

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Page 27