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Morbaine Properties Limited

Registered number: 00761004
Annual report and
 consolidated financial statements
For the 18-month period ended 31 December 2025

 
MORBAINE PROPERTIES LIMITED
 
 
COMPANY INFORMATION


Directors
J Connor 
A J L Finlan 
J W Finlan 
J Parle 
K L Nutter (appointed 1 April 2025)
C Parle (appointed 1 April 2025)




Company secretary
C Parle



Registered number
00761004



Registered office
The Finlan Centre
Hale Road

Hale Bank

Widnes

Cheshire

WA8 8PU




Independent auditor
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

The Aviary

4th Floor

39 Booth Street

Manchester

M2 3HZ




Bankers
National Westminster Bank plc





 
MORBAINE PROPERTIES LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 5
Independent Auditor's Report
 
6 - 9
Consolidated Statement of Comprehensive Income
 
10
Consolidated Statement of Financial Position
 
11 - 12
Company Statement of Financial Position
 
13 - 14
Consolidated Statement of Changes in Equity
 
15
Company Statement of Changes in Equity
 
16
Consolidated Statement of Cash Flows
 
17 - 18
Notes to the Financial Statements
 
19 - 47


 
MORBAINE PROPERTIES LIMITED
 
 
GROUP STRATEGIC REPORT
FOR PERIOD ENDED 31 DECEMBER 2025

Introduction
 
The Directors present their Strategic Report for the 18-month period ended 31 December 2025.
During the period, an element of internal restructuring took place to address governance and succession planning.  As part of this restructuring, John Parle, the former Managing Director, became Group Chairman, with responsibility for overseeing the development of the Group’s future strategy, shareholder liaison and plans for growth.  
Keith Nutter was appointed Managing Director in the period, assuming the role previously held by John Parle. Keith is responsible for the ongoing management of the Company and, together with the Chairman, the Finance Director, Chris Parle, and the other members of the boards of the Company and its subsidiaries, for supporting the continued development, management and growth of the Group.

Principal activity

The principal activities of the Company during the period were those of retail, commercial, residential and industrial property construction and ownership, and the principal activities of the subsidiaries were those of property development, construction and property management.

Business review
 
Retail, Commercial and Industrial Property Development
The Group continues to be engaged in a number of developments, the profits therefrom being expected to be realised on a continuing basis and on a project-by-project basis after the period end and in subsequent years.
The annual rent roll remains strong and leases continue to be renewed, on the whole, at increased rates. There continues to be minimal void properties. The demand and interest in both food, non-food retail and commercial sites have re-bounded post-pandemic as footfall has increased. Increased interest in existing stock from end users has also been driven by a lack of new stock being delivered due to delays in planning consents and increased build costs. We note less appetite for office rentals with the move to partial home working for businesses in some sectors.
Investment has continued during the period, and after the period end, on several retail developments although this is proving more challenging as the effects of increasing build costs are impacting directly on the viability of certain projects.  
Residential Property Development
The Group remains committed to the disposal of its remaining two residential properties which continue to be actively marketed for sale.

Page 1

 
MORBAINE PROPERTIES LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR PERIOD ENDED 31 DECEMBER 2025

Principal risks and uncertainties
 
By its very nature there is an element of inherent commercial risk with some of the Group’s activities in property investment and development, where the availability of land, suitable investments, planning and environmental matters, and market circumstances are major contributory factors. 
The Directors regularly manage the risks associated with interest rate fluctuations, macro-economic factors such as changing base rates and inflation, including increased building costs, by assessing holistically any material impact on the Group. 
Given the Group does not operate overseas, and has no oversees assets, certain macro-economic factors may only have potential indirect, and therefore, lesser impacts. 
Senior management closely monitor the requirements of the Group’s loan financing arrangements to ensure compliance with associated covenants. 

Financial key performance indicators
 
The Directors review the Group’s strategic and operating plans, and financial performance, each year. These are compared to Retail and Property Development projects in the United Kingdom.
The Group's key performance indicators are:

∙The delivery of sustained long-term growth in profits before tax, net assets and revenues;
∙Adherence to, and monitoring of, the Group’s banking covenants;
∙Minimalisation of property void rates thus ensuring maximum occupancy and returns on rented properties in the investment property portfolio; and
∙Maximising development performance and providing and maintaining a high level of customer satisfaction in line with the Group’s exacting principles.

The Group achieved an operating profit for the 18-month period (before investment property revaluations) of £1.08m (2024 - £2.25m). The consolidated net assets of the group at the period end totalled £73.3m (year end 2024 - £75.7m). The Directors are pleased with the performance of the Group during the period and maintain confidence in the Group’s ability to continue to perform profitably moving forward.


This report was approved by the board on 15 September 2026 and signed on its behalf.



K L Nutter
Director

Page 2

 
MORBAINE PROPERTIES LIMITED
 
 
 
DIRECTORS' REPORT
FOR PERIOD ENDED 31 DECEMBER 2025

The Directors present their report and the financial statements for the 18-month period ended 31 December 2025.

Directors' responsibilities statement

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 period. 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 judgments 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 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.

Results and dividends

The loss for the 18-month period, after taxation, amounted to £2,009,646 (2024 - loss £1,139,586).
A dividend of £350,000 was paid during the period (2024: £Nil).

Directors

The Directors who served during the 18-month period were:

J Connor 
A J L Finlan 
J W Finlan 
J Parle 
K L Nutter (appointed 1 April 2025)
C Parle (appointed 1 April 2025)

Page 3

 
MORBAINE PROPERTIES LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR PERIOD ENDED 31 DECEMBER 2025

Going concern

The Directors have prepared the financial statements on a going concern basis having considered the forecast financial performance of the Group and its subsidiary undertakings for a period of at least 12 months from the date of approval of these financial statements.
The Group's rental property portfolio has continued to perform well and is forecast to continue to generate positive operating cashflows. The Group retains a number of viable sites that continue to be developed utilising the Group's expertise.
The Group's activities are funded from its existing substantial reserves coupled with a £10 million bank facility. The Group's facilities comprise a term loan of £5m and a Revolving Credit Facility of £5m which are secured on certain of the Group's investment properties. These facilities are committed to the end of February 2026.
The Group's cash reserves and facility headroom provide adequate cover for the Group's anticipated expenditure, net of rental inflows, for a period of at least 12 months from the date of approval of these financial statements.
On 11 March 2026, after the period end, the Group's bank facilities were renewed for a further two years. Available funding was increased from £10m to £25m (comprising a term loan of £10m and a revolving credit facility of £15m).
For the reasons outlined above, the directors believe that it is appropriate to continue to prepare the financial statements on a going concern basis.

Qualifying third party indemnity provisions

The Group has put in place qualifying third party indemnity provisions for all of the Directors.

Matters covered in the Group Strategic Report

As permitted by Section 414 (c) (11) of the Companies Act 2006, the directors have elected to disclose information required to be in the directors' report by Schedule 7 of the "Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008", in the Strategic report.

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.

Post balance sheet events

There are no significant post balance sheet events requiring disclosure in these financial statements.

Auditor

The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 4

 
MORBAINE PROPERTIES LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR PERIOD ENDED 31 DECEMBER 2025

This report was approved by the board on 15 September 2026 and signed on its behalf.
 





K L Nutter
Director

Page 5

 
MORBAINE PROPERTIES LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MORBAINE PROPERTIES LIMITED
 

Opinion

We have audited the financial statements of Morbaine Properties Limited (the ‘Parent Company’) and its subsidiaries (the 'Group') for the 18-month period ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Positions, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows. and notes to the financial statements, 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 FRS 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 Parent Company’s affairs as at 31 December 2025 and of the Group's loss for the 18-month period 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 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.
Page 6

 
MORBAINE PROPERTIES LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MORBAINE PROPERTIES LIMITED
 

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 the audit:
 
∙the information given in the Strategic Report and the Directors' Report for the financial period 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 light of the knowledge and understanding of the Group and Parent Company and its 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.

Page 7

 
MORBAINE PROPERTIES LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MORBAINE PROPERTIES LIMITED
 

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 intend either to liquidate either the Group or Parent  Company or to cease operations, or have no realistic alternative but to do so.

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

Based on our understanding of the Group and the Parent Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006. 
Page 8

 
MORBAINE PROPERTIES LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MORBAINE PROPERTIES LIMITED
 

In addition, we evaluated the Directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgments and assumptions in significant accounting estimates, in particular in relation to investment property valuations, revenue recognition (which we pinpointed to the cutoff assertion), and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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 the audit 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.




John Daly (Senior Statutory Auditor)

  
for and on behalf of

Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
The Aviary
4th Floor
39 Booth Street
Manchester
M2 3HZ

15 September 2026
Page 9

 
MORBAINE PROPERTIES LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR PERIOD ENDED 31 DECEMBER 2025


18-month period ended
31 December
Year ended
30 June
2025
2024
Note
£
£

  

Turnover
 4 
8,717,311
11,694,529

Cost of sales
  
(1,694,823)
(5,879,917)

Gross profit
  
7,022,488
5,814,612

Administrative expenses
  
(5,943,302)
(3,558,836)

Deficit on revaluation of investment property
  
(3,304,816)
(3,225,000)

Operating loss
 5 
(2,225,630)
(969,224)

Share of profit/(loss) in joint venture
  
3,420
(1,936)

Interest receivable and similar income
 9 
77,512
123,391

Interest payable and similar expenses
 10 
(636,046)
(479,812)

Loss before taxation
  
(2,780,744)
(1,327,581)

Tax on loss
 11 
771,098
189,336

Loss for the financial 18-month period
  
(2,009,646)
(1,138,245)

Loss for the period attributable to:
  

Non-controlling interests
  
-
1,341

Owners of the parent Company
  
(2,009,646)
(1,139,586)

  
(2,009,646)
(1,138,245)

  

There were no recognised gains and losses for the 18-month period ended 31 December 2025 or year ended 30 June 2024 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 19 to 47 form part of these financial statements.

Page 10

 
MORBAINE PROPERTIES LIMITED
REGISTERED NUMBER: 00761004

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

31 December
30 June
2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 13 
-
-

Tangible assets
 14 
1,130,095
1,125,918

Investments
 15 
(119,849)
(123,141)

Investment property
 16 
77,040,000
74,495,000

  
78,050,246
75,497,777

Current assets
  

Stocks
 17 
7,553,378
7,327,503

Debtors: amounts falling due within one year
 18 
1,274,207
682,793

Cash at bank and in hand
 19 
2,520,908
5,962,313

  
11,348,493
13,972,609

Creditors: amounts falling due within one year
 20 
(10,523,273)
(2,266,330)

Net current assets
  
 
 
825,220
 
 
11,706,279

Total assets less current liabilities
  
78,875,466
87,204,056

Creditors: amounts falling due after more than one year
 21 
-
(5,000,000)

Provisions for liabilities
  

Deferred taxation
 23 
(5,574,195)
(6,543,139)

Net assets
  
73,301,271
75,660,917


Capital and reserves
  

Called up share capital 
 24 
200
200

Profit and loss account
 25 
73,301,071
75,651,330

Equity attributable to owners of the parent Company
  
73,301,271
75,651,530

Non-controlling interests
  
-
9,387

  
73,301,271
75,660,917


Page 11

 
MORBAINE PROPERTIES LIMITED
REGISTERED NUMBER: 00761004
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 15 September 2026.




C Parle
Director

The notes on pages 19 to 47 form part of these financial statements.

Page 12

 
MORBAINE PROPERTIES LIMITED
REGISTERED NUMBER: 00761004

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

31 December
30 June
2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 14 
1,050,450
1,050,450

Investments
 15 
5,000,074
74

Investment property
 16 
58,420,000
61,745,000

  
64,470,524
62,795,524

Current assets
  

Debtors: amounts falling due after more than one year
 18 
16,935,716
22,400,619

Debtors: amounts falling due within one year
 18 
8,665,125
215,791

Cash at bank and in hand
 19 
2,089,633
5,085,162

  
27,690,474
27,701,572

Creditors: amounts falling due within one year
 20 
(13,496,417)
(4,003,548)

Net current assets
  
 
 
14,194,057
 
 
23,698,024

Total assets less current liabilities
  
78,664,581
86,493,548

  

Creditors: amounts falling due after more than one year
 21 
-
(5,000,000)

Provisions for liabilities
  

Deferred taxation
 23 
(5,884,122)
(6,709,700)

Net assets
  
72,780,459
74,783,848


Capital and reserves
  

Called up share capital 
 24 
200
200

Profit and loss account
 25 
72,780,259
74,783,648

  
72,780,459
74,783,848


Page 13

 
MORBAINE PROPERTIES LIMITED
REGISTERED NUMBER: 00761004
    
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025

The Company has taken advantage of the exemption allowed under Section 408 of the Companies Act 2006 and has not presented its on Statement of Comprehensive Income in these financial statements. The loss after tax of the Parent Company for the 18-month period was £1,653,389 (year end 2024: loss £1,271,704).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 15 September 2026.


C Parle
Director

The notes on pages 19 to 47 form part of these financial statements.

Page 14

 
MORBAINE PROPERTIES LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR PERIOD ENDED 31 DECEMBER 2025


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity

£
£
£
£
£


At 1 July 2023
200
76,790,916
76,791,116
8,046
76,799,162


Comprehensive income for the year

Loss for the year
-
(1,139,586)
(1,139,586)
1,341
(1,138,245)
Total comprehensive income for the year
-
(1,139,586)
(1,139,586)
1,341
(1,138,245)



At 1 July 2024
200
75,651,330
75,651,530
9,387
75,660,917


Comprehensive income for the 18-month period

Loss for the 18-month period
-
(2,009,646)
(2,009,646)
-
(2,009,646)

Transfer from NCI reserve
-
9,387
9,387
(9,387)
-
Total comprehensive income for the 18-month period
-
(2,000,259)
(2,000,259)
(9,387)
(2,009,646)


Contributions by and distributions to owners

Dividends: Equity capital
-
(350,000)
(350,000)
-
(350,000)


Total transactions with owners
-
(350,000)
(350,000)
-
(350,000)


At 31 December 2025
200
73,301,071
73,301,271
-
73,301,271


The notes on pages 19 to 47 form part of these financial statements.

Page 15

 
MORBAINE PROPERTIES LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR PERIOD ENDED 31 DECEMBER 2025


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 July 2023
200
76,055,352
76,055,552


Comprehensive income for the year

Loss for the year
-
(1,271,704)
(1,271,704)
Total comprehensive income for the year
-
(1,271,704)
(1,271,704)



At 1 July 2024
200
74,783,648
74,783,848


Comprehensive income for the period

Loss for the 18-month period
-
(1,653,389)
(1,653,389)
Total comprehensive income for the 18-month period
-
(1,653,389)
(1,653,389)


Contributions by and distributions to owners

Dividends: Equity capital
-
(350,000)
(350,000)


Total transactions with owners
-
(350,000)
(350,000)


At 31 December 2025
200
72,780,259
72,780,459


The notes on pages 19 to 47 form part of these financial statements.

Page 16

 
MORBAINE PROPERTIES LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR PERIOD ENDED 31 DECEMBER 2025

18-month period ended
31 December
Year ended
30 June
2025
2024
£
£

Cash flows from operating activities

Loss for the financial 18-month period
(2,009,646)
(1,138,245)

Adjustments for:

Depreciation of tangible assets
26,336
17,865

Interest paid
636,046
479,812

Interest received
(77,512)
(123,391)

Taxation charge
(771,098)
(189,336)

(Increase)/decrease in stocks
(716,274)
2,848,874

Decrease in debtors
285,404
3,618,086

(Decrease) in creditors
(299,495)
(3,150,114)

Net fair value losses recognised in P&L
3,304,816
3,225,000

Corporation tax refunded
-
200,000

Corporation tax (paid)
(521,732)
(405,000)

Adjustments in respect of joint venture company
(9,387)
1,908

Transfers from stock to investment properties
(5,849,816)
-

Net cash (used)/generated from operating activities

(6,002,358)
5,385,459


Cash flows from investing activities

Purchase of tangible fixed assets
(30,513)
(23,221)

Interest received
77,512
123,391

Net cash from investing activities

46,999
100,170
Page 17

 
MORBAINE PROPERTIES LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR PERIOD ENDED 31 DECEMBER 2025

18-month period ended
31 December
Year ended
30 June

2025
2024

£
£



Cash flows from financing activities

New secured loans
3,500,000
5,500,000

Repayment of loans
-
(10,433,682)

Dividends paid
(350,000)
-

Interest paid
(636,046)
(479,812)

Net cash generated/(used) in financing activities
2,513,954
(5,413,494)

Net (decrease)/increase in cash and cash equivalents
(3,441,405)
72,135

Cash and cash equivalents at beginning of 18-month period
5,962,313
5,890,178

Cash and cash equivalents at the end of 18-month period
2,520,908
5,962,313


Cash and cash equivalents at the end of 18-month period comprise:

Cash at bank and in hand
2,520,908
5,962,313


The notes on pages 19 to 47 form part of these financial statements.

Page 18

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

1.


General information

Morbaine Properties Limited ('the Company') is a private company, limited by shares, incorporated in England and Wales under the Companies Act 2006 with registration number 00761004.
The address of its registered office is The Finlan Centre, Hale Road, Hale Bank, Widnes, Cheshire, WA8 8PU.
The principal activities continue to be retail, commercial, residential and industrial property construction and ownership.
These financial statements cover the 18-month period to 31 December 2025 while the prior period was a 12-month period ended 30 June 2024. As such prior year figures are not directly comparable.

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 presentational currency of these financial statements is GBP. All amounts have been rounded to the nearest £1.

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 judgment 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 Statement of Comprehensive Income 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 Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 19

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.3

Financial reporting standard 102 - reduced disclosure exemptions

The Parent Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
• the requirements of Section 7 Statement of Cash Flows;
• the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
• the requirements of Section 33 Related Party Disclosures paragraph 33.7.

 
2.4

Going concern

The Directors have prepared the financial statements on a going concern basis having considered the forecast financial performance of the Group and its subsidiary undertakings for a period of at least 12 months from the date of approval of these financial statements.
The Group's rental property portfolio has continued to perform well and is forecast to continue to generate positive operating cashflows. The Group retains a number of viable sites that continue to be developed utilising the Group's expertise.
The Group's activities are funded from its existing substantial reserves coupled with a £10 million bank facility. The Group's facilities comprise a term loan of £5m and a Revolving Credit Facility of £5m which are secured on certain of the Group's investment properties. These facilities are committed to the end of February 2026.
The Group's cash reserves and facility headroom provide adequate cover for the Group's anticipated expenditure, net of rental inflows, for a period of at least 12 months from the date of approval of these financial statements.
On 11 March 2026, after the period end, the Group's bank facilities were renewed for a further two years. Available funding was increased from £10m to £25m (comprising a term loan of £10m and a revolving credit facility of £15m).
For the reasons outlined above, the directors believe that it is appropriate to continue to prepare the financial statements on a going concern basis.

 
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:

  
2.6

Property sales

Revenue from property sales is recognised on legal completion of the transaction.

Page 20

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.7

Rental income

Income from the letting of investment property is recognised in the Statement of Comprehensive Income on a straight-line basis over the lease term.

 
2.8

Operating leases: the Group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

 
2.9

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.

 
2.10

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
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 18-month period 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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Page 21

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.14

Current and deferred taxation

The tax expense for the 18-month period 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 reporting 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 reporting 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 reporting date.


 
2.15

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.

 
2.16

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.

Page 22

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.16
Tangible fixed assets (continued)

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:

Short-term leasehold property
-
over the period of the lease
Plant and equipment
-
over 5 years

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.

Land is not depreciated.

 
2.17

Investment property

Investment property is carried at fair value determined annually by management and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

  
2.18

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

  
2.19

Associates and joint ventures

Associates and Joint Ventures are held at costs less impairment.

 
2.20

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Work in progress and finished goods include construction costs, labour and attributable overheads.

At each reporting 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.

 
2.21

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 23

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.22

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.23

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.24

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.

 
2.25

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.

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





 

Page 24

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.25
Financial instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.






 
Page 25

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.25
Financial instruments (continued)


Basic financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

 
2.26

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 26

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the Directors have had to make the following judgments:
Determine whether leases entered into by the Group either as a lessor or a lessee are operating leases or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.
Other Key sources of estimation uncertainty:
•   Tangible fixed assets (note 14)
Tangible fixed assets, other than investment properties, are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
•   Investment property valuation (note 16)
Investment properties are valued annually by the Directors, using an internal RICS Certified Surveyor, taking into account periodic external valuations, derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset.
•   Assessing potential impairment of stock (note 17)
Net realisable value of property held for sale is assessed by the Directors using their knowledge of the sites, the local property market and available market data. Costs to complete of work in progress are assessed by management based on discussions and correspondence with developers.

Page 27

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

4.


Turnover

An analysis of turnover by class of business is as follows:


18-month period ended
31 December
Year ended
30 June
2025
2024
£
£

Property investment - rental income
8,717,311
5,591,569

Property sales
-
6,102,960

8,717,311
11,694,529


All turnover arose within the United Kingdom.
There were no property sales in the current period.


5.


Operating loss

The operating loss is stated after charging:

18-month period ended
31 December
Year ended
30 June
2025
2024
£
£

Depreciation of tangible fixed assets
26,336
17,865

Other operating lease rentals
113,689
65,750


6.


Auditor's remuneration

During the 18-month period, the Group obtained the following services from the Company's auditor:


18-month period ended
31 December
Year ended
30 June
2025
2024
£
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
65,000
62,500

Page 28

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

7.


Employees

Staff costs were as follows:


Group
18-month period ended 31 December
Group
Year ended 30 June
2025
2024
£
£


Wages and salaries
3,909,237
2,304,308

Social security costs
469,326
283,196

Cost of defined contribution scheme
434,086
241,692

4,812,649
2,829,196


The average monthly number of employees, including the Directors, during the 18-month period was as follows:


18-month period ended
     31 December
       Year ended
         30 June
        2025
        2024
            No.
            No.







Professional
13
12



Secretarial
3
5



Administration
8
9

24
26

The Company has no employees other than the Directors, who were remunerated by another group company (2024 - same).
Page 29

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

8.


Directors' remuneration

18-month period ended
31 December
Year ended
30 June
2025
2024
£
£

Directors' emoluments
1,730,926
1,644,195

Group contributions to defined contribution pension schemes
74,504
106,551

1,805,430
1,750,746


During the 18-month period retirement benefits were accruing to 3 Directors (2024 - 4) in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £795,973 (2024 - £313,220).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £NIL (2024 - £NIL).


9.


Interest receivable

18-month period ended
31 December
Year ended
30 June
2025
2024
£
£


Other interest receivable
77,512
123,391

Page 30

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

10.


Interest payable and similar expenses

18-month period ended
31 December
Year ended
30 June
2025
2024
£
£


Bank interest payable
598,139
479,812

Other interest payable
37,907
-

636,046
479,812


11.


Taxation


18-month period ended
31 December
Year ended
30 June
2025
2024
£
£

Corporation tax


Current tax on profits for the year
38,057
463,675

Adjustments in respect of previous periods
159,789
(35,653)


Total current tax
197,846
428,022

Deferred tax


Origination and reversal of timing differences
(968,944)
(657,521)

Adjustments in respect of previous periods
-
40,163

Total deferred tax
(968,944)
(617,358)


Tax on loss
(771,098)
(189,336)
Page 31

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025
 
11.Taxation (continued)


Factors affecting tax charge for the 18-month period/year

The tax assessed for the 18-month period/year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

18-month period ended
31 December
Year ended
30 June
2025
2024
£
£


Loss on ordinary activities before tax
(2,780,744)
(1,327,581)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(695,186)
(331,895)

Effects of:


Expenses not deductible for tax purposes
835,199
806,266

Capital allowances for 18-month period/year in excess of depreciation
-
3,965

Capital gains
(831,250)
(671,039)

Non-taxable income
(5,046)
-

Movement in deferred tax not recognised
(277,438)
(667)

Other movements
4,777
(953)

Share of loss of joint venture in the year
-
477

Adjustments in respect of previous period
159,789
(35,653)

Adjustments to tax charge in respect of prior periods - deferred tax
-
40,163

Group relief surrendered/(claimed)
38,057
-

Total tax charge for the 18-month period/year
(771,098)
(189,336)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 32

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

12.


Dividends

18-month period ended 31 December
Year ended 30 June
2025
2024
£
£


Dividends paid
350,000
-


13.


Intangible assets

Group 







Goodwill

£



Cost


At 1 July 2024
2,694,562



At 31 December 2025

2,694,562



Amortisation


At 1 July 2024
2,694,562



At 31 December 2025

2,694,562



Net book value



At 31 December 2025
-



At 30 June 2024
-



Page 33

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

14.


Tangible fixed assets

Group








Short-term leasehold property
Plant and equipment
Land
Total

£
£
£
£



Cost or valuation


At 1 July 2024
289,994
739,070
1,050,450
2,079,514


Additions
-
30,513
-
30,513



At 31 December 2025

289,994
769,583
1,050,450
2,110,027



Depreciation


At 1 July 2024
289,994
663,602
-
953,596


Charge for the period
-
26,336
-
26,336



At 31 December 2025

289,994
689,938
-
979,932



Net book value



At 31 December 2025
-
79,645
1,050,450
1,130,095



At 30 June 2024
-
75,468
1,050,450
1,125,918

Page 34

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

           14.Tangible fixed assets (continued)


Company









Land

£

Cost


At 1 July 2024
1,050,450



At 31 December 2025

1,050,450






Net book value



At 31 December 2025
1,050,450



At 30 June 2024
1,050,450







15.


Fixed asset investments

Group








Unlisted investments
Investment in joint ventures
Total

£
£
£



Cost or valuation


At 1 July 2024
35,646
(158,787)
(123,141)


Share of profit
-
3,292
3,292



At 31 December 2025
35,646
(155,495)
(119,849)






Net book value



At 31 December 2025
35,646
(155,495)
(119,849)



At 30 June 2024
35,646
(158,787)
(123,141)

Page 35

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025
Company








Investments in subsidiary companies

£



Cost or valuation


At 1 July 2024
74


Additions
5,000,000



At 31 December 2025
5,000,074






Net book value



At 31 December 2025
5,000,074



At 30 June 2024
74

The £5,000,000 addition in the year relates to the waiver of an intercompany loan to Morbaine Limited, which has been treated as a capital contribution.


Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Morbaine Limited
The Finlan Centre, Hale Road, Widnes, Cheshire, WA8 8PU
Ordinary
100%

Morbaine Limited is engaged in property construction, development and management.

Page 36

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Castlegate Homes (UK) Limited
The Finlan Centre, Hale Road, Widnes, Cheshire, WA8 8PU
Ordinary
99%
Willard Project Management Limited*
The Finlan Centre, Hale Road, Widnes, Cheshire, WA8 8PU
Ordinary
99%
Castlegate Homes (Developments) Ltd*
The Finlan Centre, Hale Road, Widnes, Cheshire, WA8 8PU
Ordinary
99%
Castlegate Homes (Construction) Ltd
The Finlan Centre, Hale Road, Widnes, Cheshire, WA8 8PU
Ordinary
99%

Willard Project Management Limited is engaged in project management of property development.
Castlegate Homes (Developments) Ltd is a residential housing developer.
Willard Project Management Limited and Castlegate Homes (Developments) Ltd were exempt from the requirements relating to the audit of individual financial statements by virtue of section 479A of the Companies Act 2006.
Castlegate Homes (UK) Limited and Castlegate Homes (Construction) Ltd are dormant entities that are not currently trading.


Joint venture


The following was a joint venture of the Company:


Name

Registered office

Holding

Deiniol Developments Limited
5 Temple Square, Liverpool, L2 5RH
50%

Deiniol Developments Limited has a different year end to that of Morbaine Properties Limited. The last year end of Deiniol Developments Limited before the date of these financial statements was 30 September 2025.

Page 37

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

16.


Investment property

Group





Freehold investment property

£



Valuation


At 1 July 2024
74,495,000


Transfers from stocks
5,849,816


Deficit on revaluation
(3,304,816)



At 31 December 2025
77,040,000

The investment properties are valued annually at fair value, determined by the Directors. All valuations were carried out on a market value basis in accordance with the Practice Statements in the RICS Appraisal and Valuation Standards published by the Royal Institute of Chartered Surveyors. Details of the assumptions made and key sources of estimation uncertainty are given in note 3.



At 31 December 2025



If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:

31 December
30 June
2025
2024
£
£


Historic cost
45,890,914
40,041,098

Accumulated depreciation and impairments
(13,264,144)
(11,902,954)

32,626,770
28,138,144

Page 38

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025
 
16.Investment property (continued)

Company








Freehold investment property

£



Valuation


At 1 July 2024
61,745,000


Deficit on revaluation
(3,325,000)



At 31 December 2025
58,420,000

The investment properties are valued annually at fair value, determined by the Directors. All valuations were carried out on a market value basis in accordance with the Practice Statements in the RICS Appraisal and Valuation Standards published by the Royal Institute of Chartered Surveyors. Details of the assumptions made and key sources of estimation uncertainty are given in note 3.

If the investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:

31 December
30 June
2025
2024
£
£



Historic cost
24,727,662
24,727,662

Accumulated depreciation and impairments
(8,581,422)
(7,837,560)

16,146,240
16,890,102

Page 39

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

17.


Stocks

Group
31 December
Group
30 June
2025
2024
£
£

Work in progress
6,471,973
6,246,098

Completed property held for sale
1,081,405
1,081,405

7,553,378
7,327,503


The difference between purchase price or production cost of stocks and their replacement cost is not material.

An impairment loss of £490,759 (2024 - £200,000) was recognised against stock during the year.


18.


Debtors

Group
31 December
Group
30 June
Company
31 December
Company
30 June
2025
2024
2025
2024
£
£
£
£

Due after more than one year

Amounts owed by group undertakings
-
-
16,935,716
22,400,619

-
-
16,935,716
22,400,619


Group
31 December
Group
30 June
Company
31 December
Company
30 June
2025
2024
2025
2024
£
£
£
£

Due within one year

Trade debtors
290,781
182,439
46,070
38,999

Amounts owed by group undertakings
-
-
8,500,000
-

Other debtors
794,082
266,610
2,363
79,585

Prepayments and accrued income
98,570
233,744
25,918
97,207

Tax recoverable
90,774
-
90,774
-

1,274,207
682,793
8,665,125
215,791


Page 40

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

18.Debtors (continued)

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
No interest is charged on intergroup balances other than in relation to on-lending of the bank loan outlined in note 20, on which interest is charged to the respective group undertaking at the same rate as charged under the bank loan.


19.


Cash at bank and in hand

Group
31 December
Group
30 June
Company
31 December
Company
30 June
2025
2024
2025
2024
£
£
£
£

Cash at bank and in hand
2,520,908
5,962,313
2,089,633
5,085,162



20.


Creditors: Amounts falling due within one year

Group
31 December
Group
30 June
Company
31 December
Company
30 June
2025
2024
2025
2024
£
£
£
£

Bank loans
8,500,000
-
8,500,000
-

Trade creditors
117,670
122,755
4,758
798

Amounts owed to group undertakings
38,057
-
3,835,724
2,386,820

Corporation tax
-
233,112
-
233,112

Other taxation and social security
259,214
369,610
186,701
186,920

Other creditors
101,072
121,981
53,725
98,980

Accruals and deferred income
1,507,260
1,418,872
915,509
1,096,918

10,523,273
2,266,330
13,496,417
4,003,548


Amounts owed to group undertakings within current liabilities are unsecured, interest free and repayable on demand.
The bank loan comprises a £5 million term loan and a £5 million revolving credit facility which is in place until 28 February 2026.
Bank borrowings are secured on assets of the Group principally comprising investment properties.
As disclosed in the Directors' Report, the bank funding facility was renewed in March 2026 and extended to £25m.

Page 41

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

21.


Creditors: Amounts falling due after more than one year

Group
31 December
Group
30 June
Company
31 December
Company
30 June
2025
2024
2025
2024
£
£
£
£

Bank loans
-
5,000,000
-
5,000,000


Bank borrowings are secured on assets of the Group principally comprising investment properties.


22.


Loans


Analysis of the maturity of loans is given below:


Group
31 December
Group
30 June
Company
31 December
Company
30 June
2025
2024
2025
2024
£
£
£
£

Amounts falling due within one year

Bank loans
8,500,000
-
8,500,000
-

Amounts falling due 1-2 years

Bank loans
-
5,000,000
-
5,000,000




As disclosed in the Directors' Report, the bank funding facility was renewed in March 2026 and extended to £25m.


23.


Deferred taxation liability


Group



31 December 2025
30 June 2024


£

£






At beginning of year
(6,543,139)
(7,160,497)


Charged to profit or loss
968,944
617,358



At end of year
(5,574,195)
(6,543,139)

Page 42

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025
 
23.Deferred taxation liability (continued)

Company


31 December 2025
30 June 2024


£

£






At beginning of year
(6,709,700)
(7,376,646)


Charged to profit or loss
825,578
666,946



At end of year
(5,884,122)
(6,709,700)

Group
31 December
Group
30 June
Company
31 December
Company
30 June
2025
2024
2025
2024
£
£
£
£

Fixed asset timing differences
(76,026)
(75,248)
(73,427)
(67,755)

Losses and other deductions
309,514
173,936
-
-

Capital gains
(5,810,695)
(6,641,945)
(5,810,695)
(6,641,945)

Short term timing differences
3,012
118
-
-

(5,574,195)
(6,543,139)
(5,884,122)
(6,709,700)


24.


Share capital

31 December
30 June
2025
2024
£
£
Allotted, called up and fully paid



200 (2024 - 200) Ordinary shares of £1.00 each
200
200

Ordinary shares rank equally for voting rights, dividends and for distribution purposes.



25.


Reserves

Profit and loss account

This reserve represents cumulative profits and losses. 

Page 43

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025
26.


Analysis of net debt






At 1 July 2024
Cash flows
New loans
Other non-cash changes
At 31 December 2025
£

£

£

£

£

Cash at bank and in hand

5,962,313

(3,441,405)

-

-

2,520,908

Debt due after 1 year

(5,000,000)

-

-

5,000,000

-

Debt due within 1 year

-

-

(3,500,000)

(5,000,000)

(8,500,000)


962,313
(3,441,405)
(3,500,000)
-
(5,979,092)


27.


Pension commitments

The Group contributes to a directors' self-administered pension scheme for the benefit of certain directors, the assets of which are held separately from those of the Group in an independently administered fund. Contributions are at the discretion of the Group's directors and are after consultation with the actuaries. The pension cost charge represents contributions payable by the Group to the fund and amounted to £20,000 (2024 - £10,000). 
There were no outstanding contributions at the end of the period (2024 - £Nil).
The Group also operates a defined contribution pension scheme for eligible employees. The pension cost charged to the profit and loss account for the period amounted to £414,086 (2024: £241,692).
At 31 December 2025, contributions of £11,578 (2024 - £470) were outstanding and are included in creditors.


28.


Commitments under operating leases - lessee

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
31 December
Group
30 June
2025
2024
£
£

Not later than 1 year
73,250
73,250

Later than 1 year and not later than 5 years
293,000
293,000

Later than 5 years
54,734
164,609

420,984
530,859

Page 44

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

29.


Commitments under operating leases - lessor

The Group leases out investment properties and other properties under non-cancellable operating leases for the following future minimum lease payments. There are no contingent rents.


Group
31 December
Group
30 June
Company
31 December
Company
30 June
2025
2024
2025
2024
£
£
£
£

Within one year
4,814,980
4,292,122
3,460,623
3,164,351

Between 1-5 years
18,206,803
14,450,212
13,436,646
11,097,299

Over 5 years
28,825,635
24,436,165
20,760,286
20,485,205

51,847,418
43,178,499
37,657,555
34,746,855

Page 45

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

30.


Related party transactions

The Company has taken advantage of the exemption allowed under FRS 102 Section 33.1A whereby it has not disclosed transactions with the ultimate parent company or any wholly-owned subsidiary undertaking of the Group.
Balances with subsidiary companies are disclosed in notes 18 and 20. No interest has been charged or is receivable in respect of these balances other than in relation to on-lending of the bank facilities outlined in note 20. During the year, interest was received from subsidiary company Morbaine Limited of £598,138 (2024 - £479,556).
The Group paid rent of £113,689 (2024 - £65,750) to Morbaine Limited Directors’ Pension Scheme for the use of The Finlan Centre (the Company’s registered office). Included within other debtors at the period end is an amount due from Morbaine Limited Directors’ Pension Scheme of £5,190 (2024 - £Nil).
Included within the Group’s turnover is an amount of £59,571 (2024 - £35,248) representing management fees payable to the Group by Morbaine Limited Directors’ Pension Scheme for property management activities.
Included within other creditors is an amount due to A J L Finlan of £19,135 (2024 - £20,872) who is a director of the Company.
Included within other debtors is a loan of £26,250 (2024 - £26,875) to K Nutter, a director of the Company. The maximum amount outstanding during the period was £30,000 (2024 - £30,475). The loan was fully repaid on 11 February 2026, after the period end.
Included within other debtors is a loan of £36,000 (2024: £26,350) to A Crossdale, a director of Morbaine Limited. The maximum outstanding during the period was £40,516.
Included within other debtors is a loan of £16,200 (2024: £27,000) to G Adams, a director of Morbaine Limited, appointed during the period on 2 April 2025. The maximum outstanding during the year was £27,000.
Software accounting licence fees on-charged by Parle Consultancy Services Limited to Morbaine group companies during the period were invoiced at cost with no mark-up. The value of the licences invoiced in the year was £1,052 (2024 - £910). An item of computer equipment was sold to Morbaine Limited in the previous period by Parle Consultancy Services Limited in the amount of £400. This was at market value.
Parle Consultancy Services Limited is owned and controlled by Christopher Parle, who is the son of John Parle, one of the Company's fellow directors. 
Management fees were invoiced of £52,610 (2024 - £59,400) by Morbaine Limited during the year to companies under the ownership of A J F Finlan, a director of the Company. On 18 March 2025, A J L Finlan passed complete ownership of these companies to JAF Holdings Limited.

Page 46

 
MORBAINE PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR PERIOD ENDED 31 DECEMBER 2025

31.


Controlling party

The Company's immediate and ultimate parent company is JAF Holdings Limited incorporated in England and Wales.
The largest group for which consolidated accounts are prepared is JAF Holdings Limited. Consolidated accounts are available from Companies House, Crown Way, Cardiff, CF14 3UZ. The registered office of JAF Holdings Limited is The Finlan Centre, Hale Road, Hale Bank, Widnes, Cheshire, WA8 8PU.
In the opinion of the Directors, the Trustees of The JAF Legacy Trust are the ultimate controlling party of the business.

Page 47