Registered number: NI666382
For the year ended 31 December 2025
MBNI Holdings Ltd
Company Information
MBNI Holdings Ltd
Contents
MBNI Holdings Ltd
Group strategic report
For the year ended 31 December 2025
The directors present their Strategic Report on the Group for the year ended 31 December 2025.
Principal activities and business review
The principal activity of the Company during the period was the management of subsidiaries. The subsidiary companies are involved in the purchase, sale and hire of commercial vehicles and associated services.
The Group has sought to maximise the potential of its outlets in both Northern Ireland and the Surrey/Sussex region. The group is satisfied with the level of performance.
The results for the Group show a profit for the financial period ended 31 December 2025 of £895,000. There were no dividends paid during the period. The Directors do not recommend the payment of a final dividend.
Going concern
At the date of this report, the Directors are confident that the Group can continue to demonstrate its resilience and navigate these challenging times successfully. At the Balance Sheet date the Group had net assets of £6,212,000 (2024: £9,320,000) and continued to generate profits. 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 Group 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.
Principal activities and business review
The principal activity of the Company during the period was the management of subsidiaries. The subsidiary companies are involved in the purchase, sale and hire of commercial vehicles and associated services.
The Group has sought to maximise the potential of its outlets in both Northern Ireland and the Surrey/Sussex region. The group is satisfied with the level of performance.
The results for the Group show a profit for the financial period ended 31 December 2025 of £895,000. There were no dividends paid during the period. The Directors do not recommend the payment of a final dividend.
Going concern
At the date of this report, the Directors are confident that the Group can continue to demonstrate its resilience and navigate these challenging times successfully. At the Balance Sheet date the Group had net assets of £6,212,000 (2024: £9,320,000) and continued to generate profits. 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 Group 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.
The management of the business and the execution of the Group'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.
The Group's key performance indicators are as follows:
2025 2024
Turnover £'000 111,904 110,597
Gross profit margin 16.00% 17.40%
Employee numbers 301 297
Future Developments
The year ahead may have economic challenges in respect of Commercial Vehicle Sales. However, as at the time of signing these financial statements, the directors are confident that 2025 and 2026 will show continued improvement across all sections of its businesses and improvement in trading profits for the coming year.
2025 2024
Turnover £'000 111,904 110,597
Gross profit margin 16.00% 17.40%
Employee numbers 301 297
Future Developments
The year ahead may have economic challenges in respect of Commercial Vehicle Sales. However, as at the time of signing these financial statements, the directors are confident that 2025 and 2026 will show continued improvement across all sections of its businesses and improvement in trading profits for the coming year.
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MBNI Holdings Ltd
Group strategic report (continued)
For the year ended 31 December 2025
The Group and 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 Group and 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.
Human resources
The Group and 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 Group continues and the appropriate training is arranged. It is the policy of the Group 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 Group.
Health and safety
The Group and 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.
Human resources
The Group and 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 Group continues and the appropriate training is arranged. It is the policy of the Group 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 Group.
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MBNI Holdings Ltd
Group strategic report (continued)
For the year ended 31 December 2025
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 Group 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 Group. This includes decisions which impact the Group'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 Group support the local community and environment, for example, through providing employment for local people, supporting in their training and ensuring that the Group's activities look after the local environment;
• Regulators, to ensure that the Group is in compliance with all laws and regulations; and
• Other key stakeholders.
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 Group 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 Group. This includes decisions which impact the Group'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 Group support the local community and environment, for example, through providing employment for local people, supporting in their training and ensuring that the Group's activities look after the local environment;
• Regulators, to ensure that the Group is in compliance with all laws and regulations; and
• Other key stakeholders.
This report was approved by the board on 2 June 2026 and signed on its behalf.
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MBNI Holdings Ltd
Directors' report
For the year ended 31 December 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
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.
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 judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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.
The profit for the year, after taxation, amounted to £897,000 (2024 - £2,313,000).
There were no dividends paid during the period (2024 - £1,500,000). The directors do not recommend the payment of a final dividend.
The directors who served during the year were:
As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The Group also purchased and maintained throughout the financial year director's and officer's liability insurance in respect of itself and its Directors.
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MBNI Holdings Ltd
Directors' report (continued)
For the year ended 31 December 2025
The Group's operations expose it to a variety of financial risks that include foreign exchange risk, credit risk, liquidity risk and interest rate risk. The Group has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the Group by monitoring levels of debt finance and the related finance costs.
Given the size of the Group, 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 Group finance department.
Given the size of the Group, 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 Group finance department.
While the greater part of the Group's revenues and expenses are denominated in sterling, the Group is exposed to some foreign exchange risk in the normal course of business, principally from sales and purchases in Euros. While the Group has not used financial instruments to date to hedge foreign exchange exposure, this position is kept under review.
The Group 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.
The Group actively maintains a mixture of medium-term and short-term debt finance that is designed to ensure the Group has sufficient available funds for operations and planned expansions.
The Group has interest bearing liabilities in the form of bank overdrafts, bank loans and preference shares classified as financial liabilities. The Group 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 Group's operations change in size or nature.
In line with the Companies (Directors' report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (the 2018 Regulations) and accompanying government guidance 'Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting requirements: March 2019' the Group presents details on its carbon and energy use.
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MBNI Holdings Ltd
Directors' report (continued)
For the year ended 31 December 2025
Energy and emissions report
To determine emissions for the year ended 31 December 2025, the group used a methodology compliant with the Greenhouse Gas ('GHG') Protocol and incorporated the 2020 UK Government GHG conversion factors for greenhouse gas reporting.
Electricity, gas, water and diesel consumption was based on actual data, obtained from supplier invoices, meter readings, fuel logs, employee expense claims and supplier account statements. The collected consumption data was then converted to greenhouse gas emissions associated with each activity using annually updated emission / conversion factors provided by the UK Government.
Electricity, gas, water and diesel consumption was based on actual data, obtained from supplier invoices, meter readings, fuel logs, employee expense claims and supplier account statements. The collected consumption data was then converted to greenhouse gas emissions associated with each activity using annually updated emission / conversion factors provided by the UK Government.
A sample of energy efficiency actions undertaken by the Group during the financial year is outlined below:
- Use of more energy efficient LED office lights and smart metering;
- Regular service and maintenance of the central heater boiler;
- Waste segregation improvements with waste specific bins used;
- Incorporating a rolling replacement programme of company vehicles from diesel to electric vehicles; and
- The installation of EV charging points across all of the group's dealerships.
- Use of more energy efficient LED office lights and smart metering;
- Regular service and maintenance of the central heater boiler;
- Waste segregation improvements with waste specific bins used;
- Incorporating a rolling replacement programme of company vehicles from diesel to electric vehicles; and
- The installation of EV charging points across all of the group's dealerships.
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MBNI Holdings Ltd
Directors' report (continued)
For the year ended 31 December 2025
The auditors, Sumer AuditCo NI Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 2 June 2026 and signed on its behalf.
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MBNI Holdings Ltd
Independent auditors' report to the members of MBNI Holdings Ltd
We have audited the financial statements of MBNI Holdings Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, 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 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.
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MBNI Holdings Ltd
Independent auditors' report to the members of MBNI Holdings Ltd (continued)
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.
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.
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.
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MBNI Holdings Ltd
Independent auditors' report to the members of MBNI Holdings Ltd (continued)
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 gained an understanding of the legal and regulatory framework applicable to the Group and Company and the industry in which they operate, and considered the risk of acts by the Group and Company that were contrary to applicable laws and regulations, including fraud. We considered the opportunities and incentives that may exist within the Group and 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 underlying 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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MBNI Holdings Ltd
Independent auditors' report to the members of MBNI Holdings Ltd (continued)
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.
for and on behalf of
Glendinning House
6 Murray Street
Co. Antrim
BT1 6DN
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MBNI Holdings Ltd
Consolidated statement of comprehensive income
For the year ended 31 December 2025
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MBNI Holdings Ltd
Registered number: NI666382
Consolidated balance sheet
As at 31 December 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 2 June 2026.
The notes on pages 19 to 40 form part of these financial statements.
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MBNI Holdings Ltd
Registered number: NI666382
Company balance sheet
As at 31 December 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 2 June 2026 .
The notes on pages 19 to 40 form part of these financial statements.
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MBNI Holdings Ltd
Consolidated statement of changes in equity
For the year ended 31 December 2025
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MBNI Holdings Ltd
Company statement of changes in equity
For the year ended 31 December 2025
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MBNI Holdings Ltd
Consolidated statement of cash flows
For the year ended 31 December 2025
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MBNI Holdings Ltd
Consolidated statement of cash flows (continued)
For the year ended 31 December 2025
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
The principal activity of the Company during the year was the management of subsidiaries. The subsidiary companies are involved in the purchase, sale and hire of commercial vehicles and associated services.
The Company is a private company limited by shares and is incorporated and domiciled in Northern Ireland, within the United Kingdom. The address of its registered office is 47 Mallusk Road, Newtownabbey, Northern Ireland, BT36 3PJ.
The Company is a private company limited by shares and is incorporated and domiciled in Northern Ireland, within the United Kingdom. The address of its registered office is 47 Mallusk Road, Newtownabbey, Northern Ireland, BT36 3PJ.
The financial statements of MBNI Holdings Ltd have been prepared in compliance with the United Kingdom Accounting Standards, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland” (FRS 102) and the Companies Act 2006.
3.Accounting policies
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 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:
At the date of this report, the Directors are confident that the Group can continue to demonstrate its resilience and navigate these challenging times successfully. At the Balance Sheet date the Group had net assets of £6,212,000 (2024: £9,320,000) and continued to generate profits. The Directors have prepared budgets and cash flow forecasts which continue to show positive profitability, cashflow and ability to service it's debt. These forecasts, together with the continued support of it's key funders and suppliers, enable the Directors to continue to prepare the financial statements on a going concern basis as they are satisfied that the Group 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.
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.
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.
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
3.Accounting policies (continued)
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
3.Accounting policies (continued)
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
3.Accounting policies (continued)
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
3.Accounting policies (continued)
Goodwill
Other intangible assets
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.
The estimated useful lives range as follows:
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:
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.
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
3.Accounting policies (continued)
The Group has to access to 'consignment stock' under agreements with suppliers for a consignment period. Where the nature of these agreements transfers risks and rewards to the Group, which in substance gives the Group control over the stocks during the consignment period and liabilities in respect of holding costs, the Group recognises these stocks together with the equivalent liability.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
3.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group 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 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.
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 Group'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 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
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
3.Accounting policies (continued)
impairment reversal is recognised in the profit or loss.
Basic 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 Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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.
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 Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
3.Accounting policies (continued)
(a) Critical judgement in applying the entity’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.
The turnover and profit before are attributable to the principal activity of the Group.
No analysis of turnover is provided as directors consider that such disclosure would be seriously prejudicial to the interests of the Group.
No analysis of turnover is provided as directors consider that such disclosure would be seriously prejudicial to the interests of the Group.
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
11.Taxation (continued)
There were no factors that may affect future tax charges.
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 profit after tax of the parent Company for the year was £4,865,000 (2024 - £173,000).
Page 30
MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
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MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
24.Deferred taxation (continued)
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Page 39
MBNI Holdings Ltd
Notes to the financial statements
For the year ended 31 December 2025
The Company has taken advantage of the exemptions contained in Section 33.1A FRS 102 not to disclose related party transactions with the related parties that are wholly owned within the group.
Neil McKibbin is deemed to be a related party as he is a director of the Group. At the year end, Neil McKibbin owed the Group £Nil (2024: 71,000). During the year, the Group had a balance outstanding with a close family member of a director. At the year-end, an amount of £179,828 (2024: £Nil) was due from the individual and is included within other debtors.
Neil McKibbin is deemed to be a related party as he is a director of the Group. At the year end, Neil McKibbin owed the Group £Nil (2024: 71,000). During the year, the Group had a balance outstanding with a close family member of a director. At the year-end, an amount of £179,828 (2024: £Nil) was due from the individual and is included within other debtors.
The ultimate controlling party is considered to be the shareholders of MBNI Holdings Ltd, which are Pauline McKeating (51%) and MBNI Investments (49%).
Some comparative figures have been changed for presentational purposes only. These changes have had no impact on profit or loss.
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