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Registered number: 13158267 MA CORPORATE HOLDINGS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
MA CORPORATE HOLDINGS LIMITED CONTENTS
| Page
Company information | 1
Group strategic report | 2 - 5
Directors' report | 6 - 9
Directors' responsibilities statement | 10
Independent auditor's report | 11 - 14
Consolidated profit and loss account | 15
Consolidated statement of comprehensive income | 16
Consolidated balance sheet | 17
Company balance sheet | 18
Consolidated statement of changes in equity | 19
Company statement of changes in equity | 20
Consolidated statement of cash flows | 21 - 22
Notes to the financial statements | 23 - 46
MA CORPORATE HOLDINGS LIMITED COMPANY INFORMATION
Directors | S P Hancock
| M J Meyohas
Registered number | 13158267
Registered office | 2nd Floor Connaught House
| 1-3 Mount Street
| London
| W1K 3NB
Independent auditor | Blick Rothenberg Audit LLP
| Chartered Accountants & Statutory Auditor
| 16 Great Queen Street
| Covent Garden
| London
| WC2B 5AH
Page 1
MA CORPORATE HOLDINGS LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
MA Corporate Holdings Limited is a holding company for a number of subsidiaries, including Motion Applied Limited (formerly known as McLaren Applied Limited) and Motion Applied Incorporated (formerly known as McLaren Applied Incorporated) (together “the group”). Motion Applied Limited is a technology and engineering company with a long heritage in Motorsport, where it has helped lead the group on the digital and electronic evolution of the industry for over 30 years. In addition to its strong presence in Motorsport, it is applying Formula One technologies into growth markets where it is well positioned for success. The business is split into 3 business units; Motorsport, Connected Intelligence and Electrification, each of which is focused on its respective market. The group develops innovative technology, manufactures hardware products, and provides software services into these markets.
Business review
2025 has been a year of significant progress. The company changed name from McLaren Applied to Motion Applied, giving much greater control and flexibility over all our marketing activities. The change has been particularly well received by our Motorsport customers as it proves our total independence from McLaren, whom they typically regard as a racing rival. Having previously secured major long-term contracts with key customers such as Formula One and NASCAR there has been intense focus on development of next-generation technology that will underpin the business for the next decade or more. In Motorsport, a new Electronic Control Unit (ECU) family has been developed using a common platform for future scalability, employing the latest processor hardware to provide unparalleled performance. This is supported by dedicated software, enabling racing teams to extract maximum performance and race organisers to ensure fair play. Key customer programmes moved into testing in 2025, culminating in a highly successful launch of live racing at the start of Formula One’s 2026 season. Beyond this new product development, the Motorsport business unit continues to provide high performance hardware, services and software to the Motorsport industry, equipping and supporting hundreds of races every year. This business is underpinned by long term hardware sales contracts as well as several annual software licence contracts for ATLAS, a leading data viewer tool for Motorsport. The group has held the FIA Formula One World Championship contract to supply standard electronics and software to all competitors since 2008. In July 2022, the group was successful in a competitive re tender of the contract and will continue to supply standard electronics and software to all Formula One competitors until at least the end of the 2030 season using the newly-developed ECU technology. In mid 2023, the company repeated this success by renewing the contract to provide NASCAR, the leading American racing series, with new standard hardware for their future race seasons that will start racing in mid-2026. These wins provide the Motorsport business unit with a strong platform for long term revenue security and growth. It also sells additional products, such has high precision sensors and services, to teams competing in these series along with electronics, software, components and services to engine makers and teams competing in other professional motor racing series. A new initiative to cement the group’s position in Motorsport is the planned move to a new Production Centre, expected to complete in mid-2026. The new facility has been designed entirely around customer needs and will be the global centre of top-tier motorsport electronics production. It will be located in Frimley (UK), close to the group’s existing production base at Woking and more importantly within easy driving distance of the vast majority of Formula One teams located in ‘Motorsport Valley’, the key customer geographic cluster. Page 2
MA CORPORATE HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Business review (continued) The Connected Intelligence business unit provides solutions for high performance internet connectivity for trains and other modes of transport. Significant progress has been made in developing the latest Fleet Connect Version 3 software platform, bringing new levels of performance, resilience and insight for rail operators. The business has been very successful in winning new contracts, having previously won (together with partner Huber+Suhner) a multi-year contract for passenger WiFi connectivity with Deutsche Bahn for intercity trains across Germany, which resulted in the formation of an ARGE JV partnership group in Germany. 2025 added significant new contract wins, particularly with Amtrak in the US covering passenger WiFi services for multiple different Amtrak fleets totalling hundreds of trains. In addition to our well established Fleet Connect software offering, we grew sales of our Active Antenna hardware. This is a revolutionary antenna that redefines WiFi connectivity in Public Transport and enables 5G capable WiFi on trains, buses and other modes. The product provides significant benefits for travel operators over rival technologies including capex savings, faster connection speeds and reduced weight, making the transport more environmentally efficient. There continues to be a promising pipeline of further sales with major rail operators across the UK, US and Europe. In Electrification, our new 800 Volt Silicon Carbide Inverter has been adopted in production vehicles by customers including, amongst others, high-performance specialist car maker Czinger Automotive. Motion Applied has almost 20 years' experience of developing inverters and the latest unit represents a step forward in electrification technology. It has received positive feedback from customers regarding its performance level. In particular, the unit has very high performance for its size and weight and continues to find new customers in Aerospace for Vertical Take-Off and Landing (VTOL) and hybrid power aircraft. Given this successful diversification, we have now targeted other electrification markets including marine and mobile power generation solutions. The detailed result is reported in the profit and loss account on page 15. During 2025, the group saw a increase in revenue to £39.2m compared with £23.0m in 2024. Deferred revenue also increased from £16.2m in 2024 to £17.5m in 2025, primarily as a result of work undertaken on long term contracts in Motorsport. In line with the group’s strategic business plan the group recognised an operating profits for the first time of £12.2m in the year (2024: operating loss of £3.3m). This reflects the group’s ongoing investment in and development of its next generation of products, £11.1m in the year (2024: £9.6m), which will be sold in 2026 and beyond. Key performance indicators The Board use several Key Performance Indicators (KPIs) to ensure that the group is performing as expected. A Management Information Pack is prepared and reviewed on a weekly basis, allowing the Senior Leadership Team to react to these KPIs. The KPIs that the Board feel are appropriate include: the value of the future sales pipeline including those at sales proposal and contract negotiation stage, the level of order fulfilment in production, the adherence to project timeframes for engineering development, and the level of aged debt and the sales debtor days outstanding. Financial KPIs, including turnover and gross profit margins, are monitored and reported in the monthly management accounts. Future developments The group intends to deliver breakthroughs in performance for customers and partners, through a variety of business models in a number of key markets. While looking to still grow its presence in Motorsport, where it is the global leader in Electronics, the group will continue to tap growth opportunities in new and adjacent markets through Connected Intelligence and Electrification. Its approach of combining rigorous technical solutions and the group culture resonates particularly well with clients seeking performance. Page 3
MA CORPORATE HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
The key risk areas for the group are: • continued access to high calibre people to support growth; • reputational damage in the event of any faulty products or services; • supply chain availability and timeliness; • cyber attack; and • competition from other suppliers including blue chip technology companies. These risks exist primarily in Motorsport and are mitigated as much as possible by the group’s continuing efforts to remain close to the developments in the main race series and growing sales in other series. The group is also focused on building strong relationships with its customers and suppliers, market analysis of what its competitors are investing in and a carefully targeted recruitment programme. More broadly, the group maintains and regularly reviews a risk register of the key business risks, mitigations and actions. Our cyber security has been enhanced with system improvements and behavioural training for staff, culminating in the group securing ISO 27001 certification for information security during the year.
The impact of conflicts in Russia-Ukraine, Gaza and Red Sea and Middle East
The group has seen no material impact as a result of the various global conflicts. Further volatility in the foreign exchange, energy prices or interest rates have had no material impact on trading.
Statement by the directors on performance of their statutory duties in accordance with s.172 (1) Companies Act 2006
This sets out how the directors comply with the requirements of Section 172 Companies Act 2006 and how these requirements have impacted the Board's decision making throughout 2025. a) The likely consequence of any decision in the long term. The group Board minutes evidence detailed discussions at Board level. Management approves a 5 year plan annually, or where the need arises, against which it monitors both operational and financial performance. The Board agrees the strategy and reviews its funding requirements against these. In approving the strategy, the Directors also consider external factors including the development of the technology industry together with the global economic and market conditions. b) The interest of the group and group’s employees The group understands the importance and benefit of having a broad range of skills, experiences, perspectives and backgrounds in teams and continuously strives to attract, engage and retain a diverse range of talented people. Understanding the importance of the group’s employees to the long term success of the business, it regularly communicates to its employees through ‘all hands’ presentations, internal group wide emails and newsletters. The group’s intranet and structure give its employees the opportunity to interact with members of the Board and other management personnel. Employees are encouraged to ask questions about the team’s purpose, goals and direction. Employee surveys are undertaken to receive feedback about the employee experience, the results of which are carefully analysed and discussed by the Board. This year, we have increased direct engagement with staff by launching regular sessions in which randomly-selected employees can have short one-to-one meetings with members of the Senior Leadership Team. These sessions have proven popular and useful for all concerned. Employees are offered a range of development opportunities including formal programmes, mentoring, coaching and e-learning that enable the Board to identify and develop the skills and knowledge it needs to succeed now and in the future. Page 4
MA CORPORATE HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Statement by the directors on performance of their statutory duties in accordance with s.172 (1) Companies Act 2006 (continued) c) The need to foster the group’s business relationships with suppliers, customers and others The Board regularly reviews how the group maintains positive relationships with all its stakeholders. It understands the importance of the group’s supply chain in delivering its long term plans. The group’s principal risks and uncertainties set out risks that can impact its long term success and how these risks relate to its stakeholders. The Board seeks information on the interaction with stakeholders to ensure that they have enough information to reach appropriate conclusions about the risks faced by the company and how these are reflected within the long term plans. d) The impact of the group and company’s operations on the community and environment The group’s environmental policy outlines the group’s commitment to protect against the long term depletion of natural resources and lasting damage to species, habitats, biodiversity and climate. During the year, the group retained its ISO 14001 environmental accreditation. In 2025, the group renewed the highest 3 star FIA rating for Environmental Accreditation first secured in 2021. More broadly, the group is proud that its products are themselves enabling decarbonisation through, for example, the electrification of both motorsport and road going vehicles and weight reduction in trains. e) The desirability of the group and company maintaining a reputation for high standards of business conduct The Board takes the reputation of the group seriously, which is not limited to only operational and financial performance. The Board follows and approves a suite of controls that include adherence to anticorruption, bribery and antislavery. The Board has committed to having a workforce that reflects society as a whole. It has considered the data, and narrative, relevant to the group's Gender Pay Reporting in preparation for external publication, including proposed improvement plans to enhance performance. f) The need to act fairly between members of the wider group The members of the group rely on the Board to protect and manage their investment in a responsible and sustainable way that generates value for them. The group holds regular management meetings for all the Board to share the knowledge and ensure consistency across operations and the management meet with the shareholders on a monthly basis through group Board meetings, held at the Woking office, which contains independent Non-Executives alongside the Executive Directors. This report was approved by the board and signed on its behalf.
S P Hancock Director
Date: 10 July 2026
Page 5
MA CORPORATE HOLDINGS LIMITED 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.
Results and dividends
The profit for the year, after taxation, amounted to £6,831,000 (2024 - loss £3,167,000). The directors do not propose a dividend for the year ended 31 December 2025 (2024: £nil).
Directors
The directors who served during the year were:
S P Hancock
M J Meyohas
Future developments
The future developments of the group and company are explained in the strategic report on pages 2 to 5. The group continues to invest significantly in R&D activities, for which it receives an element of government funding to support its investment to develop sustainable future technologies.
Going concern
MA Corporate Holdings Limited (“the company”) is a holding company for a number of subsidiaries. The directors have prepared forecasts and projections, based on expected revenue and expenditure for Motion Applied Limited and its subsidiaries, which management have sensitised. These forecasts indicate that the company will be able to operate within the level of its current cash reserves and available facilities. At 31 December 2025 the group had net current liabilities (excluding the deferred tax asset) of £15.3 million (2024: £14.8 million). The group is reliant on continued availability of its existing and enhanced facilities to continue trading as a going concern. Motion Applied Limited has two facilities, an Asset Backed Loan facility from IGF Business Credit Limited and an unsecured revolving loan facility from the group's investors. After making enquiries, the directors have a reasonable expectation that the group has adequate resources, including if required, continued access to a £25m revolving loan facility from its investors, to continue in operational existence for the foreseeable future. £15m of investor loans are due for repayment in April 2030. £10m of investor loans are shown as payable within twelve months of the year end. The company has access to sufficient financial resources to support the ongoing operation of the business and the delivery of its future growth plans. The directors expect that the investors will continue to support the group for the foreseeable future. Greybull Capital LLP (“Greybull"), authorised and regulated by the Financial Conduct Authority (“FCA") and in its capacity as advisers to MA Corporate Holdings Limited (“the company”), have confirmed that the investor loan facility has been operating as intended and they are satisfied that its investors have the means and the willingness to continue to support the company and group and to continue meeting their obligations under the terms of the investor loans. In addition, Motion Applied Limited continues to have access to an Asset Backed Loan facility from IGF Business Credit Limited. This facility supports the group’s working capital requirements and provides further certainty for the continuing operations of the business. Motion Applied Limited has a total facility of £10.9m, comprising £10.5m due for renewal in May and December 2027 and £0.4m is due for repayment in May 2028. Subsequent to the year end on 27 April 2026, the company increased its existing asset-based lending facilities limit from £10.9m to £15.8m and extended the repayment period to December 2028. After making enquiries, the directors have a reasonable expectation that the group and company has adequate resources to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. The directors therefore continue to adopt the going concern basis in preparing their financial statements. Further details regarding the adoption of the going concern basis can be found in accounting policy 2.4. Page 6
MA CORPORATE HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Financial risk management objectives and policies The group's activities expose it to a number of financial risks including foreign exchange risk, credit risk, and liquidity risk. Foreign exchange is managed naturally with a number of suppliers and customers in both Euros and US Dollars. Providing a natural hedge for the business. Liquidity risk is managed using a weekly detailed cashflow forecasts to highlight and mitigate areas of exposure. Therefore, foreign exchange and liquidity risk are not considered a material risk to the group. The group’s credit risk is primarily attributable to its trade receivables. The group is at risk to the extent that a customer may be unable to pay the debt as it is due. The risk is mitigated by strong on-going customer relationships. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. Disabled employees The policy of the group is to give full and fair consideration to employment applications by disabled persons and to ensure that disabled employees receive appropriate training and career development opportunities. Employees who become disabled during their working life will be retained in employment wherever possible, with appropriate retraining being given if necessary. Employee consultation The group is committed to ensuring that its people are actively engaged in the ongoing management and future direction of the business. Regular formal, and informal, briefings are held with all sections of the workforce. The group takes reasonable steps to ensure that all employees, existing and prospective, are given fair and equal opportunity regardless of sex, sexual orientation, race, ethnicity, religion, or disability. Directors’ indemnities As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a 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 Directors' and Officers' liability insurance in respect of itself and its Directors. Statement of engagement with suppliers, customers and others in a business relationship with the company The Board supports good governance practices within the business to deliver the Business Plan and to protect the group’s brand, reputation and dealings with its stakeholders including, but not limited to its customers, employees, suppliers, Government bodies and the local communities in which it works. The Board of Motion Applied Limited approve an annually updated Business Plan which is committed to social responsibility, community engagement and environmental sustainability. The group has a sustainable business strategy with mature and well designed sites and processes, a suite of measures, external accreditations and several environmental awards. Measuring and managing its environmental impact is essential for the financial sustainability of its supply chain and business. We are also working to extend environmental standards through its supply chain. Key individuals in the group are assigned the responsibility for implementation and provides the necessary management support and resources to enable these individuals to carry out their role. Page 7
MA CORPORATE HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Statement of engagement with suppliers, customers and others in a business relationship with the company (continued) The group encourages employee contributions, views, involvement and dialogue in all environmental matters. It provides suitable training and support to all employees in relation to this policy, giving them ownership and pride in achieving their objectives and goals and recognising their contribution as part of a fulfilling career in the group. The group promotes transparency in its dealings with external stakeholders and representatives of government supported by active engagement across industry bodies and its stakeholder community. The Board has overseen several initiatives to improve employee relations by encouraging more flexible working practices and updating the group’s intranet platform to share information, best practice, achievements and success. In addition, quarterly “All Hands” employee briefings delivered by senior Motion Applied management provide an awareness of the group’s performance and allows individuals to raise questions and concerns. Regular employee surveys are completed, and the Board are aware of the results which are used to assess and react to workforce issues including corporate culture, employee engagement and satisfaction. The group operates a defined contribution scheme in conjunction with independent advisors and the group has a formal whistleblowing policy to support any employee who wishes to report any concern that they have while remaining anonymous. Streamlined energy and carbon reporting The group recognises its responsibility to comply with relevant environmental and climate obligations and consider and address the impact of its business activities on the environment as well as the likely consequence of business decisions in the long term. The group also realises opportunities to identify and drive lower climate impact where possible. Page 8
MA CORPORATE HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Streamlined energy and carbon reporting (continued) Methodology This report was produced in accordance 'GHG Reporting Protocol - Corporate Standard' methodology and conversion factors taken from the UK Governments Greenhouse gas reporting: conversion factors 2025. The methodology used to calculate our GHG emissions is in line with the Greenhouse Gas Protocol, using the operational control approach to define our reporting boundary. The intensity ratio for the period has decreased due to reduced travel and electricity use. Energy Efficiency Action During the reporting period, Motion Applied continued to make progress in reducing energy consumption and improving environmental performance across its operations. As the company leases all its buildings, many energy related efficiency measures are driven by the respective landlords. Notably, at the McLaren Technology Centre, ongoing landlord led initiatives include maintaining a zero waste to landfill programme through improved waste management processes and the completion of a site-wide conversion from fluorescent lighting to LED, delivering reductions in electricity usage. All sites also benefits from the renewable energy sources, which further reduces the associated carbon impact. Business travel is managed through TravelPerk, the company’s appointed corporate travel management platform. Motion Applied participates in TravelPerk’s ‘GreenPerk’ carbon offset programme, which offsets 100% of CO2 emissions associated with business travel booked through the system, including flights, rail journeys, accommodation, and related services. GreenPerk’s tooling calculates the emissions for each trip and supports verified offset projects, such as reforestation, renewable energy generation, and community based sustainability initiatives. Motion Applied also maintained its commitment to environmental excellence through its accredited environmental management systems. The GROUP continued to uphold its ISO 14001:2015 Environmental Management System certification and retained its FIA 3 Star Environmental Accreditation, reflecting an ongoing focus on continuous improvement in environmental performance and responsible operational practices.
Disclosure of information to auditor
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 auditor is 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 auditor is aware of that information. This report was approved by the board and signed on its behalf.
S P Hancock Director
Date: 10 July 2026
Page 9
MA CORPORATE HOLDINGS LIMITED DIRECTORS' RESPONSIBILITIES STATEMENT 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. 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 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. Page 10
MA CORPORATE HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MA CORPORATE HOLDINGS LIMITED FOR THE YEAR ENDED 31 DECEMBER 2025
Opinion
We have audited the financial statements of MA Corporate Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the consolidated profit and loss account, 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 2025 and of the group's profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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 11
MA CORPORATE HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MA CORPORATE HOLDINGS LIMITED (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's 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 and 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 10, 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 12
MA CORPORATE HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MA CORPORATE HOLDINGS LIMITED (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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: ∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; ∙we identified the laws and regulations applicable to the company through discussions with senior management, and from our commercial knowledge and experience of the sector; ∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; ∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and ∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: ∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and ∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: ∙performed analytical procedures to identify any unusual or unexpected relationships; ∙tested a sample of journal entries to identify unusual transactions; ∙assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and ∙investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: ∙agreeing financial statement disclosures to underlying supporting documentation; ∙reading the minutes of meetings of those charged with governance; ∙enquiring of management as to actual and potential litigation and claims; and ∙reviewing correspondence with HM Revenue and Customs and the company’s legal advisors. Page 13
MA CORPORATE HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MA CORPORATE HOLDINGS LIMITED (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Auditor's responsibilities for the audit of the financial statements (continued) There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. A further description of our responsibilities 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 auditor's report.
Use of our report
This report is made solely to the company's parent 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 member those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's parent company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Mark Hart FCA CTA (senior statutory auditor) for and on behalf of Blick Rothenberg Audit LLP Chartered Accountants Statutory Auditor 16 Great Queen Street Covent Garden London WC2B 5AH Date: 13 July 2026 Page 14
MA CORPORATE HOLDINGS LIMITED CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2025
| Continuing operations | Discontinued operations | Total | As restated Continuing operations | Discontinued operations | As restated Total
| 2025 | 2025 | 2025 | 2024 | 2024 | 2024
Note | £000 | £000 | £000 | £000 | £000 | £000
Turnover | 4 | 39,172 | - | 39,172 | 23,071 | - | 23,071
Cost of sales |  | (14,435) | - | (14,435) | (13,318) | - | (13,318)
Gross profit |  | 24,737 | - | 24,737 | 9,753 | - | 9,753
Administrative expenses |  | (17,262) | - | (17,262) | (17,107) | (132) | (17,239)
Other operating income | 5 | 2,267 | - | 2,267 | 1,799 | - | 1,799
Amortisation of negative goodwill | 14 | 2,410 | - | 2,410 | 2,410 | - | 2,410
Operating profit/(loss) | 6 | 12,152 | - | 12,152 | (3,145) | (132) | (3,277)
Exceptional administrative expenses | 13 | - | - | - | (718) | - | (718)
Profit on disposal of investments | 9 | - | - | - | - | 534 | 534
Interest receivable and similar income | 10 | 21 | - | 21 | 102 | 120 | 222
Interest payable and similar expenses | 11 | (3,466) | - | (3,466) | (2,579) | (458) | (3,037)
Profit/(loss) before taxation |  | 8,707 | - | 8,707 | (6,340) | 64 | (6,276)
Tax on profit/(loss) | 12 | (1,876) | - | (1,876) | 3,109 | - | 3,109
Profit/(loss) for the financial year |  | 6,831 | - | 6,831 | (3,231) | 64 | (3,167)
Profit/(loss) for the year attributable to: |  |  |  |  |  |  |
Owners of the parent |  | 6,831 | - | 6,831 | (3,231) | 64 | (3,167)
The notes on pages 23 to 46 form part of these financial statements.
Page 15
MA CORPORATE HOLDINGS LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  |  | £000 | £000
Profit/(loss) for the financial year |  | 6,831 | (3,167)
Other comprehensive income |  |  |
Foreign exchange gain on retranslation of subsidiaries |  | 73 | 3
Total comprehensive income for the year |  | 6,904 | (3,164)
Profit/(loss) for the year attributable to: |  |  |
Owners of the parent company |  | 6,831 | (3,167)
Total comprehensive income attributable to: |  |  |
Owners of the parent company |  | 6,904 | (3,164)
The notes on pages 23 to 46 form part of these financial statements.
Page 16
|  | REGISTERED NUMBER:13158267
MA CORPORATE HOLDINGS LIMITED CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Intangible assets | 14 |  | 34,514 |  | 25,150
Tangible assets | 15 |  | 4,293 |  | 3,805
Negative goodwill | 14 |  | (13,456) |  | (15,866)
|  |  | 25,351 |  | 13,089
Current assets |  |  |  |  |
Stocks | 17 | 8,778 |  | 6,988 |
Debtors due after more than 1 year | 18 | 12,260 |  | 13,786 |
Debtors due within 1 year | 18 | 9,661 |  | 9,514 |
Cash at bank and in hand | 19 | 2,892 |  | 2,348 |
|  | 33,591 |  | 32,636 |
Creditors: amounts falling due within one year | 20 | (36,982) |  | (33,660) |
Net current liabilities |  |  | (3,391) |  | (1,024)
Total assets less current liabilities |  |  | 21,960 |  | 12,065
Creditors: amounts falling due after more than one year | 21 |  | (24,551) |  | (21,568)
Provisions for liabilities |  |  |  |  |
Provisions | 25 |  | (152) |  | (144)
Net liabilities |  |  | (2,743) |  | (9,647)
Capital and reserves |  |  |  |  |
Called up share capital | 26 |  | - |  | -
Foreign exchange reserve | 27 |  | 97 |  | 24
Profit and loss account | 27 |  | (2,840) |  | (9,671)
Net deficit |  |  | (2,743) |  | (9,647)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
S P Hancock
Director
Date: 10 July 2026
The notes on pages 23 to 46 form part of these financial statements. Page 17
|  | REGISTERED NUMBER:13158267
MA CORPORATE HOLDINGS LIMITED COMPANY BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Investments | 16 |  | 11 |  | -
Current assets |  |  |  |  |
Debtors due within 1 year |  | 1 |  | 8,350 |
Debtors due after more than 1 year |  | 29,977 |  | 16,441 |
Cash at bank and in hand | 19 | 423 |  | 1,910 |
|  | 30,401 |  | 26,701 |
Creditors: amounts falling due within one year | 20 | (12,314) |  | (10,905) |
Net current assets |  |  | 18,087 |  | 15,796
Total assets less current liabilities |  |  | 18,098 |  | 15,796
Creditors: amounts falling due after more than one year | 21 |  | (16,202) |  | (15,087)
Net assets |  |  | 1,896 |  | 709
Capital and reserves |  |  |  |  |
Called up share capital | 26 |  | - |  | -
Profit and loss account brought forward |  | 709 |  | 92 |
Profit for the year |  | 1,187 |  | 617 |
Profit and loss account carried forward |  |  | 1,896 |  | 709
Total equity |  |  | 1,896 |  | 709
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The profit after tax of the parent company for the year was £1,187,000 (2024: £617,000). The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
S P Hancock
Director
Date: 10 July 2026
The notes on pages 23 to 46 form part of these financial statements. Page 18
MA CORPORATE HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Foreign exchange reserve | Profit and loss account | Equity attributable to owners of parent company | Total equity
| £000 | £000 | £000 | £000
At 1 January 2024 | 21 | (6,504) | (6,483) | (6,483)
Comprehensive income for the year |  |  |  |
Loss for the financial year | - | (3,167) | (3,167) | (3,167)
Foreign exchange movement | 3 | - | 3 | 3
At 1 January 2025 | 24 | (9,671) | (9,647) | (9,647)
Comprehensive income for the year |  |  |  |
Profit for the financial year | - | 6,831 | 6,831 | 6,831
Foreign exchange movement | 73 | - | 73 | 73
At 31 December 2025 | 97 | (2,840) | (2,743) | (2,743)
| The notes on pages 23 to 46 form part of these financial statements.
Page 19
MA CORPORATE HOLDINGS LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £000 | £000 | £000
At 1 January 2024 | - | 92 | 92
Comprehensive income for the year |  |  |
Profit for the financial year | - | 617 | 617
At 1 January 2025 | - | 709 | 709
Comprehensive income for the year |  |  |
Profit for the financial year | - | 1,187 | 1,187
At 31 December 2025 | - | 1,896 | 1,896
| The notes on pages 23 to 46 form part of these financial statements.
Page 20
MA CORPORATE HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £000 | £000
Cash flows from operating activities |  |
Profit/(loss) for the financial year | 6,831 | (3,167)
Adjustments for: |  |
Amortisation of intangible assets | (666) | (1,015)
Depreciation of tangible assets | 830 | 695
Government grants | (371) | (650)
Interest charge | 3,466 | 3,037
Interest received | (21) | (222)
Taxation charge | 1,876 | (3,109)
(Increase) in stocks | (1,790) | (2,209)
(Increase)/decrease in debtors | (497) | 2,317
Increase in creditors | 2,561 | 264
Increase/(decrease) in provisions | 8 | (246)
Foreign exchange movement | 78 | 3
Profit on disposal of subsidiary | - | (534)
Net cash generated from/(used in) operating activities | 12,305 | (4,836)
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (11,108) | (9,599)
Purchase of tangible fixed assets | (1,323) | (2,048)
Disposal of subsidiary | - | 534
Government grants received | 371 | 650
Interest received | 21 | 222
Hire purchase interest paid | (217) | (166)
Net cash from investing activities | (12,256) | (10,407)
Cash flows from financing activities |  |
New secured loans | 358 | -
Decrease in other loans receivable | - | 8,180
Increase in other loans payable | 3,846 | 10,558
New hire purchase finance leases | (460) | 952
Interest paid | (3,249) | (2,871)
Net cash generated from financing activities | 495 | 16,819
Net increase in cash and cash equivalents | 544 | 1,576
Cash and cash equivalents at beginning of year | 2,348 | 772
Cash and cash equivalents at the end of year | 2,892 | 2,348
Page 21
MA CORPORATE HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
|  | 2025 | 2024
|  | £000 | £000
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 2,892 | 2,348
The notes on pages 23 to 46 form part of these financial statements.
Page 22
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
MA Corporate Holdings Limited (the "company") and its subsidiaries (the "group") are privately owned and incorporated in the United Kingdom. The address of the registered office is given on page 1. The nature of the group's operations and its principal activities are set out in the Strategic report on pages 2 to 5. The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £ thousand. 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 judgement 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 profit and loss account 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 profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases. Page 23
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Going concern
MA Corporate Holdings Limited (“the company”) is a holding company for a number of subsidiaries. The directors have prepared forecasts and projections, based on expected revenue and expenditure for Motion Applied Limited and its subsidiaries, which management have sensitised. These forecasts indicate that the company will be able to operate within the level of its current cash reserves and available facilities. At 31 December 2025 the group had net current liabilities (excluding the deferred tax asset) of £15.3 million (2023: £14.8 million). The group is reliant on continued availability of its existing and enhanced facilities to continue trading as a going concern. Motion Applied Limited has two facilities, an Asset Backed Loan facility from IGF Business Credit Limited and an unsecured revolving loan facility from the group's investors. After making enquiries, the directors have a reasonable expectation that the group has adequate resources, including if required, continued access to a £25m revolving loan facility from its investors, to continue in operational existence for the foreseeable future. £15m of investor loans are due for repayment in April 2030. £10m of investor loans are shown as payable within twelve months of the year end. The company has access to sufficient financial resources to support the ongoing operation of the business and the delivery of its future growth plans. The directors expect that the investors will continue to support the group for the foreseeable future. Greybull Capital LLP (“Greybull"), authorised and regulated by the Financial Conduct Authority (“FCA") and in its capacity as advisers to MA Corporate Holdings Limited (“the company”), have confirmed that the investor loan facility has been operating as intended and they are satisfied that its investors have the means and the willingness to continue to support the company and group and to continue meeting their obligations under the terms of the investor loans. In addition, Motion Applied Limited continues to have access to an Asset Backed Loan facility from IGF Business Credit Limited. This facility supports the group’s working capital requirements and provides further certainty for the continuing operations of the business. Motion Applied Limited has a total facility of £10.9m, comprising £10.5m due for renewal in May and December 2027 and £0.4m is due for repayment in May 2028. Subsequent to the year end on 27 April 2026, the company increased its existing asset-based lending facilities limit from £10.9m to £15.8m and extended the repayment period to December 2028. The key risk areas for the group and its subsidiaries includes: ∙continued access to high calibre people to support growth; ∙reputational damage in the event of any faulty products or services; ∙supply chain availability and timeliness; and ∙competition from motorsport & automotive suppliers. These risks are mitigated as much as possible by various factors including our continuing efforts to remain close to technological and commercial developments across the main race series, growing sales in other series, strong relationships with our customers and suppliers enabling continued development of our activities with customers and strategic partners in new and adjacent markets, market analysis of what our competitors are investing in and a carefully targeted recruitment programme. After making enquiries, the directors have a reasonable expectation that the group and company has adequate resources, including continued access to the investor loans, 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 the financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. Page 24
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The company's functional and presentational currency is Sterling (£). Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income. Page 25
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 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: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the group has transferred the significant risks and rewards of ownership to the buyer; ∙the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the group will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙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 | Long-term contracts
Revenue is recognised on long-term contracts on the completion of milestones, as defined in the contract. On contracts which provide for delivery of own manufactured units or components, revenue is recorded when deliveries are made to customers. Provision is made for the full amount of foreseeable losses on contracts.
| 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. Page 26
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Research and development
Research expenditure Expenditure on research activities is written off to profit or loss as incurred. Research activities are those undertaken with the prospect of gaining new scientific or technical knowledge and understanding. Development expenditure Expenditure on development activities is capitalised as an intangible asset when, and only when, the entity can demonstrate all of the following: ∙the technical feasibility of completing the intangible asset so that it will be available for use or sale; ∙its intention to complete the development and use or sell it; ∙its ability to use or sell the intangible asset; ∙how the intangible asset will generate probable future economic benefits; ∙the availability of adequate technical, financial and other resources to complete the development; and ∙its ability to measure reliably the expenditure attributable to the intangible asset during its development. Development expenditure that does not meet these criteria is expensed to profit or loss as incurred. Measurement and amortisation Capitalised development costs are initially measured at cost. After initial recognition, development assets are measured at cost less accumulated amortisation and accumulated impairment losses. Development assets are amortised on a straight-line basis over their estimated useful economic lives, which reflect the expected pattern in which the future economic benefits are consumed. Amortisation commences when the asset is available for use. Impairment Development assets are reviewed for impairment indicators at each reporting date. Where such indicators exist, the asset is tested for impairment and written down to its recoverable amount where necessary, with impairment losses recognised in profit or loss.
| 2.9 | Government grants
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income. Grants of a revenue nature are recognised in the consolidated profit and loss account in the same period as the related expenditure.
| 2.10 | Interest income
Interest income is recognised in profit or loss using the effective interest method. Page 27
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | 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.
| 2.12 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.13 | 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.
| 2.14 | 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.
| 2.15 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the group but are presented separately due to their size or incidence. Page 28
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.16 | 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. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. 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.
| 2.17 | 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, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Leasehold improvements | - | Straight line over the life of the lease being 10 years
|  |  |  | Plant and machinery | - | Straight line over 10 years
|  |  |  | Office equipment | - | Straight line over 1 year
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.
| 2.18 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.19 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss. Page 29
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.20 | Cash
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
| 2.21 | 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.
| 2.22 | Financial instruments
The group has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial assets and financial liabilities are recognised when the group becomes party to the contractual provisions of the instrument. 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 deducting all of its liabilities. The group’s policies for its major classes of financial assets and financial liabilities are set out below. Financial assets Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment. Financial liabilities Basic financial liabilities, including trade and other creditors, bank loans and loans from fellow group companies 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Impairment of financial assets Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. Page 30
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued) Impairment of financial assets (continued) For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. Derecognition of financial assets and financial liabilities Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Offsetting of financial assets and financial liabilities Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.
| 2.23 | 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. Page 31
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of Financial Statements in conformity with adopted FRS:102 requires management to make judgements, estimates and assumptions that affect the application of the company's accounting policies, which are described in note 3, with respect to the carrying amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. These judgements, estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, including current and expected economic conditions. Although these judgements, estimates and associated assumptions are based on management's best knowledge of current events and circumstances, the actual results may differ. Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. The judgements, estimates and assumptions which are of most significance in preparing the company's financial statements are detailed below: (i) Valuation and recoverability of deferred tax assets A deferred tax asset has been recognised within a subsidiary undertaking, Motion Applied Limited. This asset is recognised only to the extent that it is considered probable that sufficient future taxable profits will be available against which the deductible temporary differences can be utilised. Recognition, therefore, involves judgement regarding the prudent forecasting of future taxable profits of the business. At 31 December 2025, Motion Applied Limited has unrelieved tax losses of approximately £58.0m available to set against future taxable profits and an unrelieved R&D tax credit of £3.6m. At 31 December 2025, Motion Applied Limited has recognised deferred tax assets of £11.8m due to the expectation of recovery. (ii) Revenue recognition A subsidiary undertaking uses the percentage-of-completion method in accounting for its fixed-price contract to deliver the services. The company recognises revenue when contractual milestones are met and the estimation at 31 December 2025 is in respect of recognising revenue between milestones. The project managers estimate the percentage-of-completion at the year-end which directly impacts revenue recognised. Actual results may differ from the estimates made at the year-end. (iii) Impairment of intangible assets The group tests intangible assets for impairment if there are indications that amounts may be impaired. The impairment analysis for such assets is based principally upon discounted estimated future cash flows from the use and eventual disposal of the assets. Such an analysis includes the estimation of future results, cash flows, annual growth rates and discount rates. (iv) Research and development costs Costs directly attributable to the development of internally generated software are capitalised as intangible assets only when, there is a clearly defined project, the technical feasibility of the project is demonstrated, the expenditure is separately identifiable, the outcome of the project can be assessed with reasonable certainty, aggregate costs are not expected to exceed related future sales and adequate resources exist to enable the project to be completed. Such costs include purchases of materials and services and payroll-related costs of employees directly involved in the project. The directors continually assess whether all the criteria for capitalisation of development costs have been met. Research costs are recognised as an expense when incurred. Page 32
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 3.Judgements in applying accounting policies (continued) (v) Useful economic lives of intangible fixed assets The directors review the useful economic lives of intangible fixed assets on an annual basis. In determining the appropriate amortisation period, the directors consider the expected pattern of consumption of the economic benefits embodied in each asset. For certain development projects, the directors are able to make a reliable estimate of the total number of units expected to be sold over the life of the asset. Where such an estimate is available, the asset is amortised over the period in which those units are expected to be sold, reflecting the expected pattern of economic benefit. For other projects, where a reliable estimate of total unit sales is not available, the useful economic life is determined based on management’s best estimate of the period over which the asset is expected to generate economic benefits, taking into account factors such as technological obsolescence, expected product life cycles and commercial strategy. For those other assets, we consider that the economic benefits will be utilised over ten years on a straight line basis. Actual useful economic lives may differ from these estimates. Estimates and judgements on the key assumptions are continually evaluated. Changes in key assumptions could affect the carrying amounts of assets, and impairment charges and reversals will affect income.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Sales of goods | 25,336 | 10,630
| Services and software | 13,836 | 12,441
|  | 39,172 | 23,071
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| United Kingdom | 18,576 | 10,456
| Rest of Europe | 10,682 | 7,020
| Rest of the World | 9,914 | 5,595
|  | 39,172 | 23,071
Page 33
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Research and Development Expenditure Credits (RDEC) | 1,896 | 1,148
| Government grants receivable | 371 | 650
| Sundry income | - | 1
|  | 2,267 | 1,799
6. | Operating profit/(loss)
| The operating profit/(loss) is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Amortisation of negative goodwill | (2,410) | (2,410)
| Amortisation of intangibles | 1,744 | 1,395
| Other operating lease rentals | 1,219 | 2,120
| Foreign exchange gain | - | (51)
| Audit fees payable to the group auditors | 84 | 80
| Other operating income | 2,267 | 1,799
| Depreciation | 830 | 695
| Profit on disposal of subsidiaries | - | 534
7. | Auditor's remuneration
| During the year, the group obtained the following services from the company's auditor and its associates:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Fees payable to the company's auditor and its associates for the audit of the consolidated and parent company's financial statements | 18 | 17
| Fees payable to the company's auditor and its associates in respect of: |  |
| The auditing of accounts of subsidiaries of the group | 66 | 63
| Non audit services | 22 | 21
Page 34
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £000 | £000
| Wages and salaries | 18,597 | 15,707
| Capitalisation of labour | (10,585) | (6,607)
| Social security costs | 2,094 | 1,929
| Cost of defined contribution scheme | 849 | 852
|  | 10,955 | 11,881
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Administrative | 41 | 41
|  | Distribution | 217 | 232
|  | Management | 11 | 12
|  |  | 269 | 285
| The directors of the company are considered to be the only Key Management Personnel of the company. The company has no employees other than the directors, who did not receive any remuneration in either the financial year ended 31 December 2025 or 31 December 2024.
9. | Income from investments
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Profit on disposal of subsidiary undertakings | - | 534
| The profit on disposal of subsidiary undertakings of £534,000 relates to the transfer of MA Solar UK Limited on 14 December 2024 to the ultimate controlling party.
10. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Other interest receivable | 21 | 222
Page 35
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Bank interest payable | 67 | -
| Interest payable on asset based lending facility | 463 | 539
| Loan interest payable | 2,615 | 2,328
| Finance leases and hire purchase contracts | 217 | 166
| Other interest payable | 104 | 4
|  | 3,466 | 3,037
12. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Corporation tax |  |
| R&D tax credit | - | (440)
| Foreign tax |  |
| Foreign tax on income for the year | - | (59)
| Total current tax | - | (499)
| Deferred tax |  |
| Origination and reversal of timing differences | 1,876 | (2,610)
| Total deferred tax | 1,876 | (2,610)
| Tax on profit/(loss) | 1,876 | (3,109)
Page 36
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 12.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - lower than) the effective rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Profit/(Loss) before taxation | 8,707 | (6,276)
| Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 2,177 | (1,569)
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 8 | 203
| Capital allowances for year in excess of depreciation | (187) | (674)
| Movement in deferred tax asset recognition | 1,984 | (2,611)
| R&D expenditure credit | (1,876) | (440)
| Amortisation of negative goodwill | (603) | (603)
| Adjustment in respect of prior years in respect of overseas tax | - | (59)
| Profit on disposal of subsidiary | - | (134)
| Non trade loan relationships - non deductible | 862 | -
| Unrelieved tax losses carried forward | (225) | 2,798
| Other timing differences | 3 | (20)
| Utilisation of tax losses | (267) | -
| Total tax charge for the year | 1,876 | (3,109)
| Factors that may affect future tax charges
At 31 December 2025, the company's main trading subsidiary has unrelieved tax losses of approximately £58.0m (2024: £51.9m) available to set against future taxable profits and an unrelieved R&D tax credit of £3.6m (2024: £3.2m). At 31 December 2025, the company has recognised deferred tax assets of £11.8m due to the expectation of recovery.
13. | Exceptional items
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Restructuring costs | - | 718
| During the year ended 31 December 2024, the group incurred restructuring costs. The directors have concluded that the costs incurred are exceptional.
Page 37
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Intangible assets
| Group
|  | Internally generated software | Purchased software | Negative goodwill | Total
|  | £000 | £000 | £000 | £000
| Cost |  |  |  |
| At 1 January 2025 | 48,326 | 2,377 | (24,100) | 26,603
| Additions | 11,108 | - | - | 11,108
| At 31 December 2025 | 59,434 | 2,377 | (24,100) | 37,711
| Amortisation |  |  |  |
| At 1 January 2025 | 23,176 | 2,377 | (8,234) | 17,319
| Charge for the year | 1,744 | - | (2,410) | (666)
| At 31 December 2025 | 24,920 | 2,377 | (10,644) | 16,653
| Net book value |  |  |  |
| At 31 December 2025 | 34,514 | - | (13,456) | 21,058
| At 31 December 2024 | 25,150 | - | (15,866) | 9,284
| Internally generated intangible assets are amortised on a straight-line basis over their useful life of 10 years. Where no internally generated intangible asset can be recognised, development expenditure is recognised as an expense in the period in which it is incurred. Purchased software is amortised on a straight-line basis over a period of 5-10 years. Negative goodwill was recognised during the year ended 31 December 2021 and relates to the purchase of Motion Applied and its subsidiaries by MA Corporate Holdings Limited. Negative goodwill is amortised over its finite useful life of 10 years using the straight line amortisation method.
Page 38

MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| 15. | Tangible fixed assets
|  | Group
|  | Leasehold improvements | Plant and machinery | Fixtures, fittings and office equipment | Assets under construction | Total
|  | £000 | £000 | £000 | £000 | £000
| Cost |  |  |  |  |
| At 1 January 2025 | 652 | 4,943 | 1,780 | - | 7,375
| Additions | - | 570 | 13 | 740 | 1,323
| Disposals | - | (43) | (56) | - | (99)
| At 31 December 2025 | 652 | 5,470 | 1,737 | 740 | 8,599
| Depreciation |  |  |  |  |
| At 1 January 2025 | 373 | 2,427 | 769 | - | 3,569
| Charge for the year | 42 | 428 | 360 | - | 830
| Disposals | - | (43) | (50) | - | (93)
| At 31 December 2025 | 415 | 2,812 | 1,079 | - | 4,306
| Net book value |  |  |  |  |
| At 31 December 2025 | 237 | 2,658 | 658 | 740 | 4,293
| At 31 December 2024 | 279 | 2,517 | 1,010 | - | 3,806
Page 39

MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 15.Tangible fixed assets (continued)
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Leasehold improvements | 210 | 235
| Plant and machinery | 1,756 | 1,680
| Furniture, fittings and equipment | 229 | 147
| Other fixed assets | 276 | 567
|  | 2,471 | 2,629
16. | Fixed asset investments
| MA Corporate Holdings Limited owns 100% of the ordinary share capital of Motion Applied Limited (formerly known as McLaren Applied Limited) and recognises cost of investments of £10,527. Direct subsidiary undertakings
| The following were direct subsidiary undertakings of the company:
| Name | Registered office | Class of shares | Holding
| Motion Applied Limited | Block E, Dukes Court, Duke Street, Woking, England, GU21 5BH | Ordinary | 100%
| Indirect subsidiary undertakings
| The following were indirect subsidiary undertakings of the company:
| Name | Registered office | Class of shares | Holding
| Motion Applied Incorporated | 131 Overhill Drive, Suite, 106, Mooresville, NC 28117, USA. | Ordinary | 100%
| MA Germany GmbH | Fritz-Vomfelde-Str. 6, c/obGo-On Group, 40547, Düsseldorf, Germany | Ordinary | 100%
| MA Connected Intelligence Limited | Block E, Dukes Court, Duke Street, Woking, England, GU21 5BH | Ordinary | 100%
Page 40
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Stocks
|  | Group | Group
|  | 2025 | 2024
|  | £000 | £000
| Raw materials and consumables | 6,324 | 5,469
| Work in progress | 2,454 | 1,519
|  | 8,778 | 6,988
| There is no significant difference between the replacement cost of the stock and its carrying amount.
18. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £000 | £000 | £000 | £000
| Due after more than one year |  |  |  |
| Amounts owed by group undertakings | - | - | 29,977 | 16,441
| Prepayments and accrued income | 350 | - | - | -
| Deferred tax asset | 11,910 | 13,786 | - | -
|  | 12,260 | 13,786 | 29,977 | 16,441
| Due within one year |  |  |  |
| Trade debtors | 5,788 | 5,892 | - | -
| Amounts owed by group undertakings | - | - | - | 8,350
| Amounts owed by associated undertakings | 1 | - | 1 | -
| Other debtors | 1,897 | 1,588 | - | -
| Prepayments and accrued income | 1,974 | 2,036 | - | -
| Tax recoverable | 3 | - | - | -
|  | 21,923 | 23,302 | 29,978 | 24,791
| Other debtors includes an R&D tax receivable of £1,896,000 (2024: £1,588,000). Amounts owed by group undertakings of £29,977,000 in respect of the parent company, MA Corporate Holdings Limited, relate to loans to a subsidiary undertaking. The loans bear interest at 9% and 15% respectively per annum above the Bank of England Base rate. The loans are due to repaid by December 2030.
19. | Cash
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £000 | £000 | £000 | £000
| Cash at bank and in hand | 2,892 | 2,348 | 423 | 1,910
Page 41
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Creditors: amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £000 | £000 | £000 | £000
| Other loans | 13,891 | 13,359 | 12,301 | 10,801
| Trade creditors | 3,402 | 2,622 | - | -
| Amounts owed to group undertakings | - | - | 11 | -
| Other taxation and social security | 1,157 | 737 | - | -
| Obligations under finance lease and hire purchase contracts | 928 | 699 | - | -
| Other creditors | 162 | - | - | -
| Accruals and deferred income | 17,442 | 16,243 | 2 | 104
|  | 36,982 | 33,660 | 12,314 | 10,905
21. | Creditors: amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £000 | £000 | £000 | £000
| Bank loans | 358 | - | - | -
| Other loans | 23,431 | 20,117 | 16,202 | 15,087
| Net obligations under finance leases and hire purchase contracts | 762 | 1,451 | - | -
|  | 24,551 | 21,568 | 16,202 | 15,087
Page 42
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
22. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £000 | £000 | £000 | £000
| Amounts falling due within one year |  |  |  |
| Other loans | 13,891 | 13,359 | 12,301 | 10,801
| Amounts falling due 1-2 years |  |  |  |
| Other loans | 7,229 | 5,029 | - | -
| Amounts falling due 2-5 years |  |  |  |
| Bank loans | 358 | - | - | -
| Other loans | 16,202 | - | 16,202 | -
| Amounts falling due after more than 5 years |  |  |  |
| Other loans | - | 15,087 | - | 15,087
|  | 37,680 | 33,475 | 28,503 | 25,888
| The loans falling due within 1 year are as follows: Cashflow loan with IGF Business Credit Limited, which is interest bearing and due to be repaid in November 2025. Amounts owed to McLaren Services Limited, for which a formalised agreement and payment plan was created. There is no interest on the balance and is due in two instalments, £557,000 in December 2025 and £500,000 in December 2026. A loan from the group's investors of £10,000,000. Interest is charged at 15% per annum and the loan is repayable within twelve months of the year end. The loans falling due within 1-2 years are as follows: Loan with IGF Business Credit Limited, which comprises of different facilities being: debt-purchase, inventory and P&M. The facilities are all interest bearing and are due to be repaid at a mixture of dates between May 2027 and May 2028. The second instalment of £500,000 in respect of the amounts owed to Mclaren Services Limited as outlined above. The loans falling due within 2-5 years are as follows: Loan with IGF Business Credit Limited, which comprises of a facility relating to plant and machinery. The facility is interest bearing and is due to be repaid by May 2028. A second loan from the group's investors of £15,000,000. Interest is charged at 8% per annum and the loan is repayable in April 2030.
Page 43
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
23. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £000 | £000
| Within one year | 769 | 699
| Between 1-5 years | 921 | 1,451
|  | 1,690 | 2,150
24. | Deferred taxation
| Group
|  | 2025
|  | £000
| At beginning of year | 13,786
| Charged to profit or loss | (1,876)
| At end of year | 11,910
|  | Group | Group
|  | 2025 | 2024
|  | £000 | £000
| Timing differences on tangible and intangible assets | (6,202) | (1,185)
| Tax losses carried forward | 14,492 | 11,792
| Other timing difference | 17 | 21
| R&D tax credits | 3,603 | 3,158
|  | 11,910 | 13,786
Page 44
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
25. | Provisions
| Group
|  | Warranty
|  | £000
| At 1 January 2025 | 144
| Charged to profit or loss | 7
| At 31 December 2025 | 151
| A provision has been recognised for expected claims against product guarantees. The expenditure will be incurred in the next 3 years for general production and 15 years for latent defects. The provision has not been discounted since the effect of discounting is not material.
26. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
|  | Allotted, called up and fully paid |  |
|  | 80,000 (2024 - 80,000) Ordinary share capital shares of £0.001 each | - | -
| The ordinary share capital of MA Corporate Holdings Limited is £80 in both financial years ended 31 December 2025 and 2024. There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.
27. | Reserves
Foreign exchange reserve The foreign exchange reserve represents differences arising on translation of subsidiary entities into the functional currency of the group. Profit and loss account The profit and loss account includes all current and prior period retained profits and losses. Page 45
MA CORPORATE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| 28. | Analysis of net debt
|  |  | At 1 January 2025 | Cash flows | At 31 December 2025
|  |  | £000 | £000 | £000
| Cash at bank and in hand | 2,348 | 544 | 2,892
| Debt due after 1 year | (20,117) | (3,672) | (23,789)
| Debt due within 1 year | (13,359) | (532) | (13,891)
| Finance leases | (2,151) | 461 | (1,690)
|  | (33,279) | (3,199) | (36,478)
29. | Commitments under operating leases
| At 31 December 2025 the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £000 | £000
| Not later than 1 year | 501 | 702
| Later than 1 year and not later than 5 years | 3,827 | 2,430
|  | 4,328 | 3,132
30. | Related party transactions
| The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosure" from disclosing transactions with entities which are a wholly owned part of the group. Transactions with other related parties are as follows: The company incurred costs from Greybull Capital LLP, whose members are also directors of the company, of £922,000 (2024: £878,000) for advisory services.
31. | Controlling party
In the opinion of the directors, the ultimate controlling party is Marc Joseph Meyohas who owns 100% of the company.
32. | Restatement of comparatives
The comparative consolidated profit and loss account has been restated by reclassifying amortisation which was classified as administrative expenses to cost of sales to conform with the presentation in the current year. The quantum of the reclassification was an increase in cost of sales of £1,396,000 and a decrease in administrative expenses of £1,396,000. There is no impact on the reported net assets as at 31 December 2024 or loss for the year then ended as a result of this restatement. Page 46
MA CORPORATE HOLDINGS LIMITED
Page 47