The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial period ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

MOD Holdings Limited is a private company limited by shares incorporated in Scotland. The registered office is 28 Albyn Place, Aberdeen, United Kingdom, AB10 1YL.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

The directors have prepared the financial statements for the company on the going concern basis. The company is reporting a profit after tax and a net assets position of £640,140 at the balance sheet date. true

The company has the ability to generate cash from its subsidiary entities which operate a car dealership. Entities within the group, are funded through a combination of shareholders’ funds, secured bank facilities and cash generated through operating profits. Subsequent to the year-end, the provider of the bank facilities continues to be fully supportive of the group, of which this company is a member.

The directors and management have prepared cashflow forecasts through to December 2027, taking into consideration what they consider to be downside scenarios, whilst also considering the overall funding requirements beyond that period. By their nature financial projections are uncertain. Careful cash management and stock control has ensured that working capital has remained a priority within the trading subsidiary entity, ensuring all liabilities are met as they fall due. Furthermore, the directors are encouraged by the financial results to date including online sales and appreciate the continued support from their customers.

Therefore, the directors consider, after making appropriate enquiries and taking into consideration the economic outlook, that the company is well placed to adapt to any future challenges, and will have adequate resources to continue in operation as a going concern for at least 12 months from the approval date of the financial statements, meeting all financial obligations as they fall due. Consequently, the directors consider the going concern basis to remain appropriate.

The directors have elected to extend the first period of accounts for the company to cover the period from 24 July 2024 to 31 December 2025 to align with the acquired subsidiaries accounting reference date. No comparable amounts are provided as this is the first period of operation for this company.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

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 deducting all of its liabilities.

Basic financial liabilities, including creditors are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Merger Relief

Investments in subsidiaries that are acquired and meet the merger relief criteria of section 612 of Companies Act 2006 have been recorded at the nominal value of shares issued, rather than the fair value of the consideration. This is in accordance with section 615 of the Companies Act 2006.

The average monthly number of persons (excluding directors) employed by the company during the period was 0.

Details of the company's subsidiaries at 31 December 2025 are as follows:

The registered office of Mackays of Dingwall Limited, Autovision (Scotland) Limited and Mackay's Garage and Agri. Co. Limited is 40 Harbour Road, Inverness, IV1 1LY.

On the 24 July 2024, the company issued 1 Ordinary share of £1 at par value.

On the 28 October 2024 the company issued 159 Ordinary shares of £1 each at par value. These shares were split between 120 A Ordinary shares and 40 B Ordinary shares with varying rights attached to them summarised below.

Ordinary A and B shares rank pari passu with regards to voting rights.

Ordinary B shares hold controlling rights over dividend distributions issued by the company and rank first in preference for any distributions upon a liquidation event.

Retained earnings represent accumulated profits less distributions and transfers from other reserves.

The company has taken advantage of the exemption available in FRS 102 1A whereby it has not disclosed transactions with its immediate parent undertaking or any wholly owned undertaking of the wider group.