McBains Limited
Annual Report and Financial Statements
For the year ended 31 December 2025
Company Registration No. 03094139 (England and Wales)
McBains Limited
Company Information
Directors
A Coumidis
C E Docwra
M Leeson
L S Roberts
A C Southgate
R Starling
Secretary
H E Dougan-Gaftea
Company number
03094139
Registered office
5th Floor
26 Finsbury Square
London
EC2A 1DS
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
McBains Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 25
McBains Limited
Strategic Report
For the year ended 31 December 2025
Page 1

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

Fair review of the business

McBains is a multi-disciplinary property and construction company, operating in an inter-disciplinary way, guided by environmental and social principles. It provides a broad suite of consultancy and design related services to a wide selection of clients, across both the private and public sectors.

2025 was a milestone year for McBains, marking the major anniversaries of both of the firm’s founding companies, being 240 years since the establishment of Henry Cooper & Sons, and McBains (in its original entity) being founded a century ago. Coincidentally, it was also the 15-year anniversary of our Eastern Mediterranean hub, in Athens.

Projects secured in the year comprised amongst others, whole house retrofit programmes and specialist advisory services with respect to PPP portfolio acquisitions, services to support the development and construction of major data centres, programme management and delivery of national refurbishment and construction activities on behalf of government departments and estates renewal for police authorities.

In 2025, McBains successfully achieved accreditation to ISO 45001:2018, the international standard for occupational health and safety management systems (OH&S) - complementing our existing accreditations to ISO 9001 (quality) and ISO 14001 (environmental) that already make up part of our integrated management system (IMS) and ensuring that safety is at the heart of the business.

However, relative to the company’s performance in prior years, 2025 proved to be challenging. This was due to difficult market conditions across the construction sector. Although McBains secured places on several Government Frameworks, these did not generate the anticipated volume or value of project appointments, and new opportunities in the private sector were abated.

Industry uncertainty, driven by geopolitical events and UK economic indicators such as rising ERNI, stubborn inflation rates and interest rates that while falling through the year remained at relatively elevated levels, further constrained activity. Major programmes were stalled and delays were protracted, resulting in a significant drop in billable work. Trading conditions and the positive impact of localised restructuring improved margins in the latter half of 2025, although too late to recover from the lacklustre performance in the rest of the year.

While the business was subject to some restructuring in 2025, the culture was maintained, supported by various initiatives and functions, including an all-company conference in June of that year to maintain the close working and collaborative environment that we are proud of.

Development and performance

Having experienced a tough first half of the year, the benefits of restructuring began to filter through to margin improvements, resulting in a small EBITDA of £0.1m, reflecting an EBITDA margin of 1%.

Gross revenue for 2025 was £22.3m recording a fall against 2024, and Net Revenue in 2025 dropped below the 2024 figure of £23.5m to £18.3m.

As a result of reduced activity, Debtors and WIP reduced. The reduction in debtors was greater than the reduction in Creditors; Cash balances remained materially consistent with the Year End balance in the prior year (2024) and so overall Net Working Capital reduced vs 2024 by 16%.

McBains Limited
Strategic Report (Continued)
For the year ended 31 December 2025
Page 2
Principal risks and future outlook

Optimism shared across the property and construction industry at the end of 2025 has been tempered by the emerging conflict in the Middle East, with significant increases anticipated in fuel costs, pressure on interest rates and further uncertainty introduced to the market.

However, the outlook for 2026 at McBains remains cautiously optimistic, supported by a very strong and healthy order book, comprising major programmes now gaining the traction that had previously been anticipated in 2025.

The business is now right-sized, matching resources to planned revenue streams, which will assist in turning around the level of profitability and achieving margins more aligned to recent years, preceding 2025.

We anticipate tools associated with Artificial Intelligence being adopted more actively in the coming year and will invest in both people and training in this field, conscious of both the inherent risks and the opportunities afforded by this technological change.

Debtor default, particularly in the contracting market, where business administrations have been common in 2025 are managed with vigorous financial controls. We continue to monitor and audit, quality assurance in all business activities to maintain the standards that we promote. We will also continue to refine our ways of working, in order to optimise our commitment to, ‘collective excellence’.

Further investments will be made this year to improve brand awareness, through the launch of a new website, growth in marketing activities supported by associated recruitment.

On behalf of the board

C E Docwra
Director
28 April 2026
McBains Limited
Directors' Report
For the year ended 31 December 2025
Page 3

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

Principal activities

The principal activity of the company continued to be that of provision of professional consulting services to the property and construction industry. The services include Project Management, Architecture, Cost Management, Mechanical and Electrical Engineering, Building Surveying, Civil and Structural Engineering and Asset Management.

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £2,400,000 (202 4: £2,0 75,000). The directors do not recommend payment of a further dividend.

Directors

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

A Coumidis
C E Docwra
M Leeson
L S Roberts
A C Southgate
R Starling
Auditor

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the 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 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 company and of the profit or loss of the company 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; and

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

McBains Limited
Directors' Report (Continued)
For the year ended 31 December 2025
Page 4
Statement of disclosure to auditor

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 company’s auditor 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 company’s auditor is aware of that information.

On behalf of the board
R Starling
Director
28 April 2026
McBains Limited
Independent Auditor's Report
To the Members of McBains Limited
Page 5
Opinion

We have audited the financial statements of McBains Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Statement Of Financial Position, the Statement of Changes in Equity 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 company's affairs as at 31 December 2025 and of its 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 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 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.

McBains Limited
Independent Auditor's Report (Continued)
To the Members of McBains Limited
Page 6

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' R eport 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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the Strategic Report or the Directors' R eport.

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, or returns adequate for our audit have not been received from branches not visited by us; or

- the 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' R esponsibilities S tatement, 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 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 company or to cease operations, or have no realistic alternative but to do so.

McBains Limited
Independent Auditor's Report (Continued)
To the Members of McBains Limited
Page 7
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 financial statements.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

- Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

McBains Limited
Independent Auditor's Report (Continued)
To the Members of McBains Limited
Page 8

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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 objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

- We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

- We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

- We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

- We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

- Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

Robert Kersse (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
5 May 2026
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
McBains Limited
Statement of Comprehensive Income
For the year ended 31 December 2025
Page 9
2025
2024
Notes
£
£
Turnover
3
22,266,836
27,157,612
Cost of sales
(15,996,288)
(17,649,203)
Gross profit
6,270,548
9,508,409
Administrative expenses
(6,716,996)
(6,934,833)
Other operating income
461,231
314,079
Operating profit
4
14,783
2,887,655
Interest receivable and similar income
8
66,171
6,948
Interest payable and similar expenses
9
(1,755)
(11,192)
Profit before taxation
79,199
2,883,411
Tax on profit
10
(10,304)
(258,585)
Profit for the financial year
68,895
2,624,826

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

McBains Limited
Statement of Financial Position
As at 31 December 2025
Page 10
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
12
118,023
209,141
Current assets
Debtors
13
8,936,360
10,970,689
Cash at bank and in hand
1,187,995
1,518,586
10,124,355
12,489,275
Creditors: amounts falling due within one year
14
(4,959,580)
(6,374,788)
Net current assets
5,164,775
6,114,487
Total assets less current liabilities
5,282,798
6,323,628
Provisions for liabilities
Provisions
15
(544,901)
(455,239)
Deferred tax liability
16
-
0
(10,107)
(544,901)
(465,346)
Net assets
4,737,897
5,858,282
Capital and reserves
Called up share capital
18
1,000,001
1,000,000
Profit and loss reserves
19
3,737,896
4,858,282
Total equity
4,737,897
5,858,282
The financial statements were approved by the board of directors and authorised for issue on 28 April 2026 and are signed on its behalf by:
R Starling
Director
Company Registration No. 03094139
McBains Limited
Statement of Changes in Equity
For the year ended 31 December 2025
Page 11
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
1,000,000
-
0
4,308,456
5,308,456
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
2,624,826
2,624,826
Dividends
11
-
-
(2,075,000)
(2,075,000)
Balance at 31 December 2024
1,000,000
-
0
4,858,282
5,858,282
Year ended 31 December 2025:
Profit and total comprehensive income for the year
-
-
68,895
68,895
Issue of share capital
18
1
1,210,719
-
1,210,720
Dividends
11
-
-
(2,400,000)
(2,400,000)
Reduction of share premium
11
-
0
(1,210,719)
(1,210,719)
Transfer of share premium
18
-
1,210,719
1,210,719
Balance at 31 December 2025
1,000,001
-
0
3,737,896
4,737,897
McBains Limited
Notes to the Financial Statements
For the year ended 31 December 2025
Page 12
1
Accounting policies
Company information

McBains Limited is a private company limited by shares, domiciled and incorporated in England and Wales. The registered office is 5th Floor, 26 Finsbury Square, London, EC2A 1DS.

1.1
Accounting convention

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 a mounts 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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash f low and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.

The information is included in the consolidated financial statements of RSBG UK Limited, a company registered in England and Wales as at 31 December 2025 and these financial statements may be obtained from the company secretary at the company’s registered address: First Floor, South Wing, 55 Baker Street, London, England, W1U 8EW.

1.2
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company will be able to meet its liabilities as they fall due for the foreseeable future (and at least a period of 12 months beyond the date of approval of these financial statements). This is based on their assessment of the trading position of the company and their consideration of the impact of external factors. Having considered these factors, they have concluded that there is no significant impact to the going concern status of the company, thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

McBains Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 13

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recover able.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
Tangible fixed assets

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:

Leasehold improvements
Over the term of the lease
Fixtures and fittings
25% straight line
Computers
33% straight line

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 credited or charged to profit or loss.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

McBains Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 14
1.7
Cash and cash equivalents

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.

1.8
Financial instruments

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

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

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

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

McBains Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 15
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

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 paymen ts 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. A m ounts 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

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

1.10
Taxation

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

Current tax

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

McBains Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 16
Deferred tax

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

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

1.11
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.12
Employee benefits

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.

1.13
Retirement benefits

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

An element of the pension costs charged in the financial statements relate to a defined benefit scheme, in as much as there is a Guaranteed Money Purchase underpin, but this has not been brought on to the balance sheet as it is not material at the last formal valuation date at 5 April 2024.

1.14
Leases

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 lease d asset are consumed.

McBains Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 17
1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Accrued & deferred income

Accrued & deferred income is assessed on an individual basis with revenue earned being ascertained based on the stage of completion of the contract which is estimated using a combination of the milestones in the contract and the time spent to date. This is compared to the total time expected to be required to undertake the contract. Estimates of the total time required to undertake the contracts are made on a regular basis and subject to management review. These estimates may differ from the actual results due to a variety of factors such as efficiency of working, accuracy of assessment of progress to date and client decision making.

Pension provision

The company previously had an obligation to maintain funding to the company pension scheme to pay pension benefits to certain employees. This included providing for deficit contributions to maintain the funding of the scheme. The Directors had based the provision on the valuation of the pension scheme’s assets and liabilities, considering the assumptions underlying this valuation. In the past, the Directors considered the level of funding required for the closure of the scheme when determining the provision for deficit contributions. As per the last formal valuation dated 5 April 2024, the scheme is in a surplus funding position as such no provision for deficit contributions is required in the year.

McBains Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 18
3
Turnover and other income

The whole of turnover is attributable to the company's principal activity.

2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
22,182,476
27,157,612
Rest of Europe
84,360
-
22,266,836
27,157,612
2025
2024
£
£
Other significant revenue
R&D tax credit
452,270
183,095
Other sundry income
8,961
130,984
461,231
314,079
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(7,581)
6,792
Depreciation of owned tangible fixed assets
134,576
158,154
Operating lease charges
631,978
552,664
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
39,300
35,750
Other services
13,525
12,150
52,825
47,900
McBains Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 19
6
Employees

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

2025
2024
Number
Number
Operational
160
192
Management
4
4
Administration
29
25
Total
193
221

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
11,974,801
13,630,352
Social security costs
1,544,162
1,622,977
Pension costs
1,275,413
1,469,929
14,794,376
16,723,258
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
663,746
887,123
Company pension contributions to defined contribution schemes
130,547
232,412
794,293
1,119,535

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2024 - 5).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
208,392
270,208
Company pension contributions to defined contribution schemes
27,170
69,738
235,562
339,946
McBains Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 20
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
58,359
6,948
Interest receivable from group companies
7,812
-
0
Total income
66,171
6,948
9
Interest payable and similar expenses
2025
2024
£
£
Other interest
1,755
11,192
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
40,072
212,980
Deferred tax
Origination and reversal of timing differences
(29,768)
45,605
Total tax charge
10,304
258,585
McBains Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
10
Taxation
(Continued)
Page 21

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:

2025
2024
£
£
Profit before taxation
79,199
2,883,411
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2024: 25.00%)
19,800
720,853
Tax effect of expenses that are not deductible in determining taxable profit
10,215
7,816
Adjustments in respect of prior years
31,322
(48,914)
Group relief
58,447
(383,567)
Research and development tax credit
(95,568)
(45,774)
Other permanent differences
478
-
0
Fixed asset and temporary timing differences
840
265
Movement in deferred tax not recognised
(15,230)
7,906
Taxation charge for the year
10,304
258,585
11
Dividends
2025
2024
£
£
Final paid
2,400,000
2,075,000
McBains Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 22
12
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2025
336,303
151,758
1,035,521
1,523,582
Additions
-
0
-
0
43,458
43,458
At 31 December 2025
336,303
151,758
1,078,979
1,567,040
Depreciation and impairment
At 1 January 2025
330,762
132,058
851,621
1,314,441
Depreciation charged in the year
1,415
12,263
120,898
134,576
At 31 December 2025
332,177
144,321
972,519
1,449,017
Carrying amount
At 31 December 2025
4,126
7,437
106,460
118,023
At 31 December 2024
5,541
19,700
183,900
209,141
13
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
3,884,488
4,202,619
Accrued income
718,584
1,966,436
Corporation tax recoverable
1,002,738
516,980
Amounts owed by group undertakings
2,332,881
3,210,698
Other debtors
9,305
65,217
Prepayments
968,703
1,008,739
8,916,699
10,970,689
Deferred tax asset (note 16)
19,661
-
0
8,936,360
10,970,689
McBains Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 23
14
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
686,896
674,105
Amounts owed to group undertakings
1,805,299
2,550,633
Other taxation and social security
857,585
1,169,269
Other creditors
250,014
184,459
Accruals and deferred income
1,359,786
1,796,322
4,959,580
6,374,788
15
Provisions for liabilities
2025
2024
£
£
Dilapidations
114,901
105,239
Other provisions
430,000
350,000
544,901
455,239
Movements on provisions:
Dilapidations
Other provisions
Total
£
£
£
At 1 January 2025
105,239
350,000
455,239
Additional provisions in the year
9,662
100,000
109,662
Reversal of provision
-
(20,000)
(20,000)
At 31 December 2025
114,901
430,000
544,901

The dilapidations provision relates to the anticipated costs for restoring the company offices to their original state on termination of the leases and is expected to be utilised in line with when the leases expire.

Other provisions relate to the excess on potential and actual PI claims.

McBains Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 24
16
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Balances:
£
£
£
£
Other timing differences
-
10,107
19,661
-
2025
Movements in the year:
£
Liability at 1 January 2025
10,107
Credit to profit or loss
(29,768)
Asset at 31 December 2025
(19,661)
17
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,275,413
1,469,929

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

18
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,000,001
1,000,000
1,000,001
1,000,000

In the year:

One Ordinary share was issued to MBC Group Limited on 19 December 2025 for £1,210,720 in relation to changing ownership from McBains Consulting Limited.

On the same date, the company cancelled its share premium by £1,210,719.

19
Profit and loss reserves

Profit and loss account

The profit and loss account contains all transfers from share premium and all current and prior period retained earnings, net of dividends paid.

McBains Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 25
20
Financial commitments, guarantees and contingent liabilities

There are unquantified contingent liabilities in the normal course of business arising under consultancy contracts and the company is covered by professional indemnity insurance in respect of claims which the directors believe is adequate.

There is also a n unlimited multilateral guarantee and debenture including fixed and floating charges over all assets between the company and its fellow group companies.

21
Operating lease commitments
Lessee

As at the reporting end date the company had outstanding commitments for future lease payment under operating leases, which fall due as follows:

2025
2024
£
£
Within one year
430,068
544,926
Between one and five years
400,688
99,169
In over five years
283,821
-
0
1,114,577
644,095
22
Related party transactions

The company has taken advantage of the exemption available in section 33.1A of FRS 102 not to disclose transactions with other wholly owned group companies.

23
Ultimate controlling party

The immediate parent company is MBC Group Limited whose registered address is 5th Floor, 26 Finsbury Square, London, England, EC2A 1DS.

The ultimate controlling party of the company is RAG-Stiftung, a company registered in Germany.

The largest group of undertakings which prepares consolidated financial statements including the company is RAG-Stiftung. These financial statements may be obtained from RAG-Stiftung, Welterbe 10, 45141 Essen, Germany.

The smallest group of undertakings which prepares consolidated financial statements including the company is RSBG UK Ltd. These financial statements may be obtained from RSBG UK Ltd, First Floor, South Wing, 55 Baker Street, London, England, W1U 8EW.

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