ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 12407830

MBS EQUIPMENT U.K., LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

MBS EQUIPMENT U.K., LTD

COMPANY INFORMATION

Directors	K S Anderson (resigned 30 June 2024)
	R J Nelson
	D C Smith


Registered number	12407830


Registered office	Lakeside Road
	Colnbrook
	Slough
	SL3 0EL


Independent auditor	Adler Shine LLP
	Chartered Accountants & Statutory Auditor
	Aston House
	Cornwall Avenue
	London
	N3 1LF

MBS EQUIPMENT U.K., LTD

CONTENTS

	Page
Group strategic report	1 - 2
Directors' report	3 - 4
Independent auditors' report	5 - 8
Consolidated statement of comprehensive income	9
Consolidated balance sheet	10
Company balance sheet	11
Consolidated statement of changes in equity	12
Company statement of changes in equity	13
Consolidated statement of cash flows	14 - 15
Notes to the financial statements	16 - 35

MBS EQUIPMENT U.K., LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The company's directors present their Strategic Report for the year ending 31 December 2024.

Business review

The principal activity of the company is to provide lighting equipment to the entertainment industry.

Principal risks and uncertainties

The principal risks and uncertainties facing the group are broadly grouped as currency, business, technology and legislative risk:
Foreign Currency Risk
The company seeks to mitigate foreign exchange risk by issuing contracts in its operating currency and where supply contracts are denominated in another currency, these accounts will be kept separate.
Business Risk
These risks relate to competition from the increasing volume of equipment available for hire and its adverse effect on price.
Technology Risk
The on-going investment in new lighting technology continues to mitigate the risk created by changing technology.
Legislative Risk
The UK remains a favoured country for production which is supported by the government’s tax incentives and the country’s diverse and professional mix of companies providing services in this industry.

Financial key performance indicators

2024 2023
£'000 £'000 % Change
Turnover 27,419 25,235 8.65
Gross Profit 8,427 8,697 -3.1
Current Ratio 0.44 0.33 33.0
Working Capital -136 2,184 -106.2
Growth in the group and industry is reflected in the above key performance indicators as we continue to fund the expansion.

Other key performance indicators

Utilisation of the company’s equipment is in line with management’s expectations. Going forward the group expects to continue expanding as demand for content from streaming services grows and more stages are being built.

Page 1

MBS EQUIPMENT U.K., LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

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

R J Nelson

Director

Date: 22 September 2025

Page 2

MBS EQUIPMENT U.K., LTD

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 group strategic report, the directors' report and the consolidated 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 the group and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group 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 the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £2,319,243 (2023 - loss £2,572,833).

Directors

The directors who served during the year were:

K S Anderson (resigned 30 June 2024)

R J Nelson

D C Smith

Future developments

The company continues to monitor the needs and demands of the industry, especially in respect of technological advancements. The company continues in investing in new equipment to meet both the technological and market demands in a growing market.

Page 3

MBS EQUIPMENT U.K., LTD

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 and the group'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 and the group's auditors are aware of that information.

Post balance sheet events

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

Auditors

The auditors, Adler Shine LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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

R J Nelson

Director

Date: 22 September 2025

Page 4

MBS EQUIPMENT U.K., LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MBS EQUIPMENT U.K., LTD

Opinion

We have audited the financial statements of MBS Equipment U.K., Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity 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 group's and of the parent company's affairs as at 31 December 2024 and of the group's loss 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 group 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 group's or the parent 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.

Page 5

MBS EQUIPMENT U.K., LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MBS EQUIPMENT U.K., LTD (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 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.

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 group 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 group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent company 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 3, 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Page 6

MBS EQUIPMENT U.K., LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MBS EQUIPMENT U.K., 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 Group 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 identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have:
• considered the nature of the industry and sectors, control environment and business performance;
• made enquires of management about their own identification and assessment of the risk of irregularities;
• performed audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness and reviewing accounting estimates for bias;
• reviewed minutes of meetings;
• undertaken appropriate sample based testing of bank transactions;
• identified and evaluated compliance with relevant laws and regulations and made enquiries of any instances of non-compliance;
• discussed matters among the audit engagement team regarding how and where fraud might occur in the financial statements and potential indicators of fraud.
Due to 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 7

MBS EQUIPMENT U.K., LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MBS EQUIPMENT U.K., 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.

Alexander Chrysaphiades FCA (senior statutory auditor)

for and on behalf of

Adler Shine LLP

Chartered Accountants

Statutory Auditor

Aston House

Cornwall Avenue

London

N3 1LF

22 September 2025

Page 8

MBS EQUIPMENT U.K., LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	27,419,491	25,235,374
Cost of sales		(18,991,854)	(16,537,935)
Gross profit		8,427,637	8,697,439
Administrative expenses		(10,359,478)	(12,090,988)
Other operating charges		(448,996)	1,574,783
Operating loss	5	(2,380,837)	(1,818,766)
Interest receivable and similar income	9	42,449	37,157
Interest payable and similar expenses	10	16,531	(276,317)
Loss before tax		(2,321,857)	(2,057,926)
Tax on loss	11	2,614	(514,907)
Loss for the financial year		(2,319,243)	(2,572,833)

(Loss)/profit for the year attributable to:
Owners of the parent company		(2,319,243)	(2,572,833)

The notes on pages 16 to 35 form part of these financial statements.

Page 9

MBS EQUIPMENT U.K., LTD

REGISTERED NUMBER: 12407830

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	12		9,686,336		13,190,134
Tangible assets	13		19,036,355		23,000,428
Investments	14		413		-
			28,723,104		36,190,562
Current assets
Stocks	15	-		8,190
Debtors	16	20,262,030		14,528,850
Cash at bank and in hand	17	1,965,859		1,211,441
		22,227,889		15,748,481
Creditors: amounts falling due within one year	18	(50,793,840)		(47,366,335)
Net current liabilities			(28,565,951)		(31,617,854)
Total assets less current liabilities			157,153		4,572,708
Creditors: amounts falling due after more than one year	19		-		(2,004,296)
Provisions for liabilities
Deferred taxation	21		(293,457)		(384,378)
Net (liabilities)/assets			(136,304)		2,184,034

Capital and reserves
Called up share capital	22	1	1
Foreign exchange reserve	23	(1,095)	-
Profit and loss account	23	(135,210)	2,184,033
Equity attributable to owners of the parent company		(136,304)	2,184,034

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

R J Nelson

Director

Date: 22 September 2025

The notes on pages 16 to 35 form part of these financial statements.

Page 10

MBS EQUIPMENT U.K., LTD

REGISTERED NUMBER: 12407830

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	13		9,216,402		11,941,678
Investments	14		27,373,985		27,264,849
			36,590,387		39,206,527
Current assets
Stocks	15	-		8,190
Debtors	16	18,519,769		13,593,881
Cash at bank and in hand	17	1,250,741		1,027,275
		19,770,510		14,629,346
Creditors: amounts falling due within one year	18	(50,984,591)		(46,101,183)
Net current liabilities			(31,214,081)		(31,471,837)
Total assets less current liabilities			5,376,306		7,734,690

Creditors: amounts falling due after more than one year	19		-		(2,000,000)
Provisions for liabilities
Deferred taxation	21		(32,805)		(214,244)
Net assets			5,343,501		5,520,446

Capital and reserves
Called up share capital	22		1		1
Profit and loss account brought forward		5,520,445		4,666,937
Loss/(profit) for the year		(176,945)		853,508
Profit and loss account carried forward			5,343,500		5,520,445
Total equity			5,343,501		5,520,446

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

R J Nelson

Director

Date: 22 September 2025

The notes on pages 16 to 35 form part of these financial statements.

Page 11

MBS EQUIPMENT U.K., LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Foreign exchange reserve	Profit and loss account	Equity attributable to owners of parent company	Total equity
	£	£	£	£	£
At 1 January 2023 (as previously stated)	1	-	6,242,188	6,242,189	6,242,189
Prior year adjustment - correction of error	-	-	(1,485,322)	(1,485,322)	(1,485,322)
At 1 January 2023 (as restated)	1	-	4,756,866	4,756,867	4,756,867

Loss for the year	-	-	(2,572,833)	(2,572,833)	(2,572,833)

At 1 January 2024	1	-	2,184,033	2,184,034	2,184,034

Loss for the year	-	-	(2,319,243)	(2,319,243)	(2,319,243)
Other movement type 1	-	(1,095)	-	(1,095)	(1,095)
At 31 December 2024	1	(1,095)	(135,210)	(136,304)	(136,304)

The notes on pages 16 to 35 form part of these financial statements.

Page 12

MBS EQUIPMENT U.K., LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023 (as previously stated)	1	5,514,044	5,514,045
Prior year adjustment - correction of error	-	(847,107)	(847,107)
At 1 January 2023 (as restated)	1	4,666,937	4,666,938

Profit for the year	-	853,508	853,508

At 1 January 2024	1	5,520,445	5,520,446

Loss for the year	-	(176,945)	(176,945)
At 31 December 2024	1	5,343,500	5,343,501

The notes on pages 16 to 35 form part of these financial statements.

Page 13

MBS EQUIPMENT U.K., LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Loss for the financial year	(2,319,243)	(2,572,833)
Adjustments for:
Amortisation of intangible assets	3,619,765	3,596,758
Depreciation of tangible assets	5,132,348	4,595,151
Loss on disposal of tangible assets	37,000	1,170,633
Interest paid	(16,531)	276,317
Interest received	(41,808)	(37,157)
Taxation charge	(3,064)	514,907
Decrease in stocks	8,190	-
(Increase)/decrease in debtors	(159,170)	1,972,513
(Decrease) in creditors	(1,645,036)	(2,089,237)
(Decrease) in amounts owed to groups	(137,520)	(3,374,866)
Corporation tax (paid)	(294,455)	(1,790,909)
Net cash generated from operating activities	4,180,476	2,261,277
Cash flows from investing activities
Purchase of tangible fixed assets	(1,205,275)	(2,420,332)
Sale of tangible fixed assets	3,155	293,355
Purchase of fixed asset investments	(2,115,998)	(2,006,745)
Interest received	42,449	37,157
HP interest paid	(15,402)	(136,387)
Net cash used in investing activities	(3,291,071)	(4,232,952)

Page 14

MBS EQUIPMENT U.K., LTD

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		£	£


Cash flows from financing activities
Repayment of/new finance leases	(166,920)	(3,297,137)
Interest paid	31,933	(110,930)
Net cash used in financing activities	(134,987)	(3,408,067)
Net increase/(decrease) in cash and cash equivalents	754,418	(5,379,742)
Cash and cash equivalents at beginning of year	1,211,441	6,591,183
Cash and cash equivalents at the end of year	1,965,859	1,211,441

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,965,859	1,211,441

The notes on pages 16 to 35 form part of these financial statements.

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MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

MBS Equipment U.K., Limited is a private company limited by shares and registered in England and Wales. Its registered office address and principal place of business is Lakeside Road, Colnbrook, Slough, England, SL3 0EL.
The financial statements are presented in Sterling (£), rounded to the nearest £1.

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 group management to exercise judgment in applying the group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Going concern

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Page 16

MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

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.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group 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 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:

∙the amount of revenue can be measured reliably;

∙it is probable that the group 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.

2.6

Operating leases: the group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

2.7

Operating leases: the group 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.

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MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Interest income

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

2.9

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.

2.10

Pensions

Defined contribution pension plan

The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group 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 group in independently administered funds.

2.11

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 and the group operate and generate 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;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

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MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.13

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, as set out below.

Depreciation is provided on the following basis:

Short-term leasehold property	-	over the life of the lease
Plant and machinery	-	5-7 years straight line
Motor vehicles	-	4 years straight line
Office equipment	-	5-7 years 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.

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 19

MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

Stocks

Globes and spare parts for lighting equipment are initially recognised as stock at cost. These are released to statement of comprehensive income over two years from the date of acquisition. The directors consider that this accounting policy is appropriate as the lighting equipment is either new or maintained to a very high level and the use of globes and spare parts is minimal.
Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.

2.16

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.

2.17

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.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.

2.18

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.

2.19

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.

2.20

Financial instruments

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

Financial instruments are recognised in the group's balance sheet when the group 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.

Page 20

MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.20

Financial instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs 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 group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date.

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 instruments any contract that evidences a residual interest in the assets of the group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument 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.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables 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.

Page 21

MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.21

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are required to make judgments, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources.
The estimates and associated assumptions are based on historical experiences and other factors that are considered 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.
The key assumptions and other key sources of uncertainty that have a significant effect of the amount recognised in the financial statements are described below:
Stock valuation
Stock is included at lower of cost and net realisable value. The directors have reviewed the stock obsolescence policy and are satisfied that stock is fairly valued at the year end.
Recoverability of debtors
Judgments have been made on the recoverability of trade debtors and the valuation of provisions and the Directors are satisfied that the debts are recoverable.
Tangible and intangible fixed assets
Judgments have been made in relation to the lives of tangible and intangible assets. The directors have concluded that the asset values and residual values are appropriate.
Revenue recognition – lighting
Income is recognised over the period of production agreements. Production agreements include varying components, such as duration of productions and equipment requirements. Judgments have been made in respect of revenue recognition and cut-off at the balance sheet date.
The directors have reviewed the revenue policy and are satisfied that income has been recognised appropriately.

Page 22

MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Lighting	22,313,430	20,471,056
Sub-rental - Domestic	4,088,478	4,253,059
Sub-rental - Other EU	1,017,583	511,259
	27,419,491	25,235,374

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	26,401,908	24,724,115
Rest of Europe	1,017,583	511,259
	27,419,491	25,235,374

Depreciation	5,129,192	4,595,151
Amortisation	3,619,765	3,596,758
Auditors' remuneration	45,608	132,096
Exchange differences	480,447	(1,529,993)
Other operating lease rentals	161,501	138,584

Fees payable to the company's auditors for the audit of the consolidated and parent company's financial statements

46,500

Page 23

MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Wages and salaries	1,746,787	1,861,518	183,775	498,967
Social security costs	231,055	216,423	18,060	58,056
Cost of defined contribution scheme	139,156	110,849	38,792	30,357
	2,116,998	2,188,790	240,627	587,380

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

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Directors	4	4	3	3
Employees	30	24	9	8

	34	28	12	11

8.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	139,965	122,115
Group contributions to defined contribution pension schemes	7,990	6,898
	147,955	129,013

	During the year retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £139,965 (2023 - £122,115).
	The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £7,990 (2023 - £6,898).

Page 24

MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Interest receivable
		2024	2023
		£	£

Other interest receivable

42,449

37,157

10.	Interest payable and similar expenses
		2024	2023
		£	£

Bank interest payable	(31,933)	139,930
Finance leases and hire purchase contracts	15,402	136,387
	(16,531)	276,317

Corporation tax
Current tax on profits for the year	640,249	872,648
Adjustments in respect of previous periods	(551,942)	-
Total current tax	88,307	872,648

Deferred tax
Origination and reversal of timing differences	(90,921)	(357,741)
Total deferred tax	(90,921)	(357,741)


	Taxation on (loss)/profit on ordinary activities	(2,614)	514,907

Page 25

MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Taxation (continued)

Loss on ordinary activities before tax

(2,321,857)

(1,962,370)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	(580,464)	(484,024)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	59,580	78,567
Capital allowances for year in excess of depreciation	11,849	74,407
Adjustments to tax charge in respect of prior periods	(593,392)	-
Non-taxable income	(15,267)	-
Amortisation arising on consolidation	904,941	845,957
Other differences leading to an increase (decrease) in the tax charge	210,139	-
Total tax charge for the year	(2,614)	514,907

Page 26

MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Intangible assets
	Group and Company

		Goodwill
		£
	Cost
	At 1 January 2024	17,985,474
	Additions	115,967
	At 31 December 2024	18,101,441
	Amortisation
	At 1 January 2024	4,795,340
	Charge for the year on owned assets	3,619,765
	At 31 December 2024	8,415,105
	Net book value
	At 31 December 2024	9,686,336
	At 31 December 2023	13,190,134

Page 27

MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Tangible fixed assets
	Group

	Short-term leasehold property	Plant and machinery	Motor vehicles	Office equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	2,057,326	35,098,499	88,400	80,930	37,325,155
Additions	111,598	1,070,728	-	22,949	1,205,275
Disposals	-	(74,467)	-	-	(74,467)
At 31 December 2024	2,168,924	36,094,760	88,400	103,879	38,455,963
Depreciation
At 1 January 2024	219,150	14,048,706	28,922	27,949	14,324,727
Charge for the year on owned assets	439,690	4,656,822	14,869	20,967	5,132,348
Disposals	-	(37,467)	-	-	(37,467)
At 31 December 2024	658,840	18,668,061	43,791	48,916	19,419,608
Net book value
At 31 December 2024	1,510,084	17,426,699	44,609	54,963	19,036,355
At 31 December 2023	1,838,176	21,049,793	59,478	52,981	23,000,428

The net book value of land and buildings may be further analysed as follows:
	2024	2023
	£	£

	Short leasehold	1,510,084	1,838,176

Page 28

MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.Tangible fixed assets (continued)

	Company

	Short-term leasehold property	Plant and machinery	Computer equipment	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	2,057,326	14,413,407	10,613	16,481,346
Additions	111,598	-	15,011	126,609
Disposals	-	(74,467)	-	(74,467)
At 31 December 2024	2,168,924	14,338,940	25,624	16,533,488
Depreciation
At 1 January 2024	219,150	4,316,622	3,896	4,539,668
Charge for the year on owned assets	439,690	2,371,914	3,281	2,814,885
Disposals	-	(37,467)	-	(37,467)
At 31 December 2024	658,840	6,651,069	7,177	7,317,086
Net book value
At 31 December 2024	1,510,084	7,687,871	18,447	9,216,402
At 31 December 2023	1,838,176	10,096,785	6,717	11,941,678

The net book value of land and buildings may be further analysed as follows:
	2024	2023
	£	£

	Short leasehold	1,510,084	1,838,176

Page 29

MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	27,264,849
	Additions	109,136
	At 31 December 2024	27,373,985

	Net book value
	At 31 December 2024	27,373,985
	At 31 December 2023	27,264,849

Direct subsidiary undertakings
The following were direct subsidiary undertakings of the company:
Name	Registered office	Class of shares	Holding

VSS Limited	England & Wales	Ordinary	100%
MBS Asset Management UK Limited*	England & Wales	Ordinary	100%
MBS Spanish HoldCo	Spain	Ordinary	100%

* The company has provided a guarantee under section 479 of the Companies Act 2006. This subsidiary has therefore taken exemption from the requirement of audit of their individual accounts under section 479A of the Companies Act 2006.

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the company:
Name	Registered office	Class of shares	Holding

VSS Scotland	Scotland	Ordinary	100%
MBS MENA Limited	Saudi Arabia	Ordinary	100%
MBS Ciudad De La Luz SL	Spain	Ordinary	100%

Page 30

MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Stocks
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Finished goods and goods for resale	-	8,190	-	8,190

The difference between purchase price or production cost of stocks and their replacement cost is not material.

16.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£

Due after more than one year
Other debtors	724,000	700,000	700,000	700,000
Due within one year
Trade debtors	2,150,282	2,088,417	1,165,136	1,367,774
Amounts owed by group undertakings	16,234,855	10,655,985	15,910,907	10,655,985
Other debtors	37,689	139,195	31,870	6,350
Prepayments and accrued income	1,115,204	945,253	711,856	863,772
	20,262,030	14,528,850	18,519,769	13,593,881

17.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Cash at bank and in hand	1,965,859	1,211,441	1,250,741	1,027,275

Page 31

MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Trade creditors	2,564,392	3,965,983	1,295,034	3,476,391
Amounts owed to group undertakings	40,551,007	35,109,657	42,733,375	35,427,527
Corporation tax	982,139	1,188,287	529,471	620,098
Other taxation and social security	117,897	348,584	104,855	342,219
Obligations under finance lease and hire purchase contracts	2,853	165,477	-	-
Other creditors	4,096,847	3,489,790	4,092,278	3,489,326
Accruals and deferred income	2,478,705	3,098,557	2,229,578	2,745,622
	50,793,840	47,366,335	50,984,591	46,101,183

19.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Net obligations under finance leases and hire purchase contracts	-	4,296	-	-
Other creditors	-	2,000,000	-	2,000,000
	-	2,004,296	-	2,000,000

20.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2024	2023
		£	£

Within one year	2,853	165,477
Between 1-5 years	-	4,296
	2,853	169,773

Page 32

MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Deferred taxation
	Group

		2024
		£

	At beginning of year	(384,378)
	Charged to profit or loss	90,921
	At end of year	(293,457)

Company

		2024
		£

	At beginning of year	(214,244)
	Charged to profit or loss	181,439
	At end of year	(32,805)

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£

	Accelerated capital allowances	(293,457)	(384,378)	(32,805)	(214,244)
		(293,457)	(384,378)	(32,805)	(214,244)

Page 33

MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

100 (2023 - 100) Ordinary shares of £0.01 each	1	1

23.

Reserves

Foreign exchange reserve

Transactions in foreign currencies are recorded at the rate ruling at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling in the statement of financial position date.
Foreign exchange differences arising on the consolidation of subsidiaries are recorded in Total Comprehensive Income and shown in the Statement of Comprehensive Income.

Profit and loss account

The Profit and loss account is represented by retained earnings. Changes in reserves are set out in the statement of changes in equity.

24.	Contingent liabilities

The company is subject to a fixed and floating charge over all its assets in respect of a credit agreement in place with other members of its group.

25.	Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £139,156 (2023 - £110,182). No contributions were payable to the fund at the balance sheet date.

Page 34

MBS EQUIPMENT U.K., LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

26.	Commitments under operating leases
	At 31 December 2024 the group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
	Group

					2024	2023
					£	£

Not later than 1 year	139,479	145,073
Later than 1 year and not later than 5 years	470,000	493,978
Later than 5 years	254,583	254,583
	864,062	893,634

At the balance sheet date, the company held an operating lease in respect of a rental property. A fellow subsidiary has provided a guarantee in respect of the operating lease and has borne the risk and rewards of the lease. As a result, no expense relating to this lease has been charged to the company's profit and loss account. The directors of this fellow subsidiary have confirmed the intention for this subsidiary to meet future commitments.

27.

Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
During the year group members were charged sub-rental contract fees totalling £3,639,329 (2023 - £4,253,059). At 31 December 2024, the company was owed £335,445 (2023 - £4,856,618) from group members who are not wholly owned.

28.	Controlling party

MBS Services Holdings, LLC, a Delaware LLC (“MBS Holdings”), is a wholly-owned subsidiary of MBS Services Capital, LLC, a Delaware LLC (“MBS Capital”), and directly or indirectly the parent of MBS Equipment U.K., Limited. Effective January 31, 2025, MBS Holdings’ governance was modified to a board with appointees from Hackman Capital Partners, LLC (“HCP”), another investor, Square Mile Media Services, LLC (“Square Mile”), as well as an independent director. Also effective as of January 31, 2025, HCP no longer acts as manager of MBS Holdings, but remains manager of MBS Capital, subject to the aforementioned board’s oversight.

Page 35