The directors present the strategic report for the year ended 31 December 2025.

The principal activity of the group is a supplier of fixings products to the building services sector.

The group has continued to perform well during the year, with sales increasing by 28.1% (2025: £35,979,169; 2024: £28,072,511). This growth reflects continued demand across core markets, together with the company’s focus on service, product availability, and technical support.

Administrative costs have remained broadly consistent as a proportion of turnover, demonstrating continued cost control as the business scales.

The 'cost of doing business' has remained consistent with the previous year (2025: 24.4% 2024: 22.1%). This means that the administrative expenditure of the business, excluding depreciation and amortisation, has remained constant as a proportion of turnover.

Inventory is held to ensure wherever possible more than 95% of orders can be fulfilled on time and in full. As turnover increases there are potential risks to inventory supply, such as ongoing tensions in Europe & the Far East, and therefore the value of stock held will likely further increase to satisfy customer demand.

Trade debtors are being effectively managed with the debtor days position slightly decreasing in the year to 31 December 2025 from 48.9 days to 47.4 days. This impact has coupled with an equivalent decrease in average creditor days for the year to 31 December 2025 to 25.9 days (2024: 31.9 days).

Increased stock holding days has meant that overall working capital days have increased by 16 days as at 31 December 2025 to 103 days (2024: 87 days) driving the working capital percentage down from 14.9% to 7.9%.

During the year, the group completed the relocation to its new facility at Power Park after an extensive refurbishment program to facilitate the business move. Operating costs in 2025 reflected both the old and new sites until disposal of the old premises in Q4.

The relocation has brought three sites into one, increasing operational capacity across warehousing and workshop, improving team collaboration and culture, and supporting improved customer service levels to support future growth.

The group also completed the acquisition of Hobby Homes, strengthening its presence in the London and South-East market and providing additional opportunities for growth within the wider group.

Inventory levels continue to be managed to support high service levels, with the group targeting high availability across its core product range. As turnover increases, stock levels may also increase to mitigate potential supply chain disruption.

Trade debtors and creditors continue to be actively managed. Debtor days have increased slightly in line with market conditions, with a corresponding increase in creditor days. Overall working capital remains under close control.

During the year, the group incurred costs in relation to product development and testing, to support compliance requirements and ongoing development of its product offering.

The Directors remain confident in the group’s ability to continue to grow, supported by its established customer base, operational capability, and continued investment in the business.

The group continues to operate in a challenging and evolving economic environment.

Macroeconomic uncertainty within the UK, including inflationary pressures, increased employment costs, and interest rate volatility, may impact both the group’s cost base and customer demand.

In addition, ongoing geopolitical tensions, including conflicts in Ukraine and the Middle East, have the potential to impact global supply chains, particularly for goods sourced internationally.

The group mitigates these risks through careful supplier management, maintaining appropriate stock levels, and ongoing review of pricing and cost structures.

The construction sector continues to experience pressure on working capital, which may impact customer payment profiles. The group maintains robust credit control procedures to manage this risk.

The group also continues to monitor regulatory developments, particularly in relation to building safety and product compliance, and invests where appropriate to ensure its products and services meet required standards.

Environmental, Social and Governance considerations remain important, and the group continues to seek efficiencies in its operations and support broader sustainability objectives within the sector.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2025.

The principal activity of the company and the group is the supply of fixings products and associated technical solutions to the building services sector.

The results for the year are set out on page 8.

Ordinary dividends were paid on 27 March 2025 and 26 September 2025 at varying rates per share, as detailed below, amounting to £1,454,666.

The rate of dividend paid on each respective share type were as follows:

Dividend paid 27 March 2025:

"E" Ordinary shares:            £833.33

"F" Ordinary shares            £350.00

Dividend paid 26 September 2025:

"A" Ordinary shares:            £1,388.88

"C" and "D" Ordinary shares:        £2,326.61

"E" Ordinary shares:            £2,318.27

"F" Ordinary shares            £2,318.27

"G" Ordinary shares:            £1,333.33

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The auditors, Taylor Dawson Plumb Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and parent company, 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 and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the small companies regime.

We have audited the financial statements of MF Group Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 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 and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 and 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.

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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept 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.

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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 financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are those that relate to the application of the Financial Reporting Standard 102 and the Companies Act 2006 together with compliance with UK tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the entity's ability to operate or to avoid a material penalty.

We assessed the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, by considering the following:

• The nature of the industry and the business performance.

• Discussions with Directors and management and consideration of their policies and procedures for identifying non-compliance or detecting and responding to the risks of fraud.

• Communication throughout the audit team to remain alert to indications of non-compliance throughout the audit.

Based on the results of our risk assessment we designed our audit procedures to identify fraud and non-compliance with such laws and regulations identified above.

• We reviewed the disclosures in the financial statements and tested to supporting documentation.

• We considered the risk of fraud through management override of controls and, in response, we incorporated testing of manual journals throughout our audit approach and assessed whether judgements made in making accounting estimates were indicative of potential bias.

• We performed analytical procedures to identify any unusual or unexpected trends or relationships that may indicate risks of material misstatement due to fraud.

• We made enquiries into management of any actual and potential litigation and claims.

There are inherent limitations in the audit procedures described above and therefore there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. Where instances of non-compliance with laws and regulations are not closely linked to events and transactions within the financial statements, then we are less likely to become aware of these. In addition, the risk is increased regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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 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 parent company’s members 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The notes on pages 14 to 30 form part of these financial statements.

The notes on pages 14 to 30 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The notes on pages 14 to 30 form part of these financial statements.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £2,212,244 (2024 - £2,799,973 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The notes on pages 14 to 30 form part of these financial statements.

The notes on pages 14 to 30 form part of these financial statements.

The notes on pages 14 to 30 form part of these financial statements.

MF Group Holdings Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 5, Power Park, Thane Road, Nottingham, NG7 2UG.

The group consists of MF Group Holdings Ltd and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

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

The group financial statements consolidate the financial statements of MF Group Holdings Ltd and all its subsidiary undertakings drawn up to 31 December. The results of subsidiary undertakings acquired or disposed of during a financial year are included from, or up to, the effective date of acquisition or disposal.

No individual profit and loss account is presented for MF Group Holdings Ltd as permitted by Section 408 of the Companies Act 2006.

Investments in subsidiaries are accounted for at cost less impairment in the individual financial statements.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. In assessing whether the going concern assumption is appropriate, management has taken into account all available relevant information about the future, which is at least, but is not limited to, 12 months from the date when the financial statements are authorised for issue.

Turnover comprises revenue recognised by the company in respect of goods and services supplied, exclusive of Value Added Tax and trade discount. Revenue is recognised when the significant risks and rewards of ownership have passed to the buyer, usually on dispatch of the goods.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Assets in the course of construction are not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Investments in subsidiaries are accounted for at cost less impairment in the separate financial statements of the company.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell, after making due allowance for obsolete and slow moving items.

Cost is calculated using the average pricing method or first in first out method.

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

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

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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

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

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

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

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

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

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

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Goodwill

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

Goodwill is the amount paid in connection with the acquisition of Midfix Limited in 2024 in excess of its other net assets at that time. Having reviewed the relevant economic factors the directors consider that the useful life of the goodwill is currently five years from the date of its acquisition and therefore amortisation is being evenly applied over that period.

In the current year, a change in accounting policy was adopted by the group with regard to the FRS 102 Periodic Review 2024 which was applied by the company for the first time and affects the financial statements as follows.

The group has applied the FRS 102 Periodic Review 2024 amendments to Section 20 Leases as an adjustment to the opening balance of retained earnings at the date of initial application. Comparative information is not restated.

The group's revised accounting policies for leases are set out in note 2 and the adjustment for each financial statement line item affected by the application of the Periodic Review 2024 in the current period is set out below.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

There have been no judgements (apart from those involving estimates) made in the process of applying the accounting policies that would have had a significant effect on amounts recognised in the financial statements.

Estimation uncertainties

The key assumptions concerning the future and other sources of estimation uncertainty at the reporting date that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year include:

When calculating the stock provision, management considers the nature and condition of the stock, as well as applying assumptions around anticipated future sales of goods for resale and usage of consumables. The stock provision is deducted from the total stock reported in note 17.

When calculating rebates due to customers, management consider the contract terms in place with the customer for any rebates earned and provision is made where management expect a claim in the future from ongoing customer relationships which have generated significant spend during the period. Customer rebates accrued are included within Accruals and deferred income in note 19.

Supplier rebates: When calculating rebates due from suppliers, management consider the contract terms in place with the supplier for any rebates earned and provision is made where management expect a claim in the future from ongoing supplier relationships which have generated significant spend during the period. Supplier rebates accrued are included within Other debtors in note 18.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2024 - 1).

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

The carrying value of land and buildings comprises:

The right-of-use assets are secured via obligations under finance leases included within notes 19 and 20.

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

Lease liabilities relates to the liability associated with the right-of-use assets included within note 14.

Lease liabilities relates to the liability associated with the right-of-use assets included within note 14.

Finance lease payments represent rentals payable by the company for certain items of right-to-use assets included within note 14. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The deferred tax liability set out above is expected to reverse and relates to accelerated capital allowances that are expected to mature within the same period.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

In the current year, the FRS 102 Periodic Review 2024 was applied by the company for the first time and it has accounted for short-term leases or low-value assets as operating leases.

Amounts contracted for but not provided in the financial statements:

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries.

Transactions between group entities which have been eliminated on consolidation are not disclosed

within the financial statements.

Other related parties

During the year the group rented premises from an entity in which the directors held an interest. Rent payable in the year was under a commercial arrangement and totalled £136,000 (2024: £136,000). Amounts outstanding at the year ended 31 December 2025 amounted to £Nil (2024: £Nil).

Other creditors includes amounts to directors, including spouses, amounting to £584,911 (2024: Amounts owed by directors included within other debtors £47,676). Advances during the year were £674,831 whilst repayments during the year were £1,324,666. Interest of £17,248 was charged on the loans during the year at the HMRC official rate of interest. Comparative figures for last year, other than the closing credit balance, are not provided as the company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose such related party transactions.

Other debtors includes £200,000 (2024: £200,000) owed by a company under the control of one of the directors.

During the year a total of Key Management Personnel Compensation of £540,341 (2024: £476,825) was paid.

MF Group Holdings Ltd is controlled by the directors by virtue of their shareholdings.