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Morbaine Limited
Registered number: 01295434
Directors' report and
financial statements
For the 18-month period ended 31 December 2025
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MORBAINE LIMITED
COMPANY INFORMATION
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I R Hughes (appointed 1 October 2024)
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G Adams (appointed 2 April 2025)
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Chartered Accountants & Statutory Auditor
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National Westminster Bank plc
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MORBAINE LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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MORBAINE LIMITED
DIRECTORS' REPORT
FOR THE 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
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The directors are responsible for preparing the Directors' Report and the 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 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 for the Company'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 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activities of the Company during the period were those of property development, construction and property management.
The loss for the 18-month period, after taxation, amounted to £404,683 (2024 - profit £100,887).
No dividend was paid in the period (2024: £Nil).
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MORBAINE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors who served during the 18-month period were:
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I R Hughes (appointed 1 October 2024)
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G Adams (appointed 2 April 2025)
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The Directors have prepared the financial statements on a going concern basis having considered the forecast financial performance of the Company for a period of at least 12 months from the date of approval of these financial statements.
The Company's rental property portfolio has continued to perform well and is forecast to continue to generate positive operating cashflows. The Company retains a number of viable sites that continue to be developed utilising its expertise. However, pressures relating to increases in build costs over the period have also placed additional pressure on the overall viability of certain projects as they progress which the Company is having to carefully manage.
The Company’s activities are primarily funded by lending from its immediate and ultimate parent company, Morbaine Properties Limited, which has a substantial net asset position and enjoys a secured £5 million revolving credit facility and £5 million term loan with its bankers that expires at the end of February 2026. This funding is on-lent to Morbaine Limited and provides adequate headroom over and above the anticipated expenditure for a period of at least 12 months from the date of approval of these financial statements to allow the proposed development sites to proceed in line with the Company’s operating plans.
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).
Assurances have been received in writing from parent company, Morbaine Properties Limited, confirming that it will continue to support the Company and will not require repayment of amounts owed such that it would impact on the ability of the Company to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements.
Based on the progress of development sites, funding arrangements, and assurances from the parent company, the Directors believe it is appropriate to continue to prepare the financial statements on a going concern basis.
Qualifying third party indemnity provisions
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The Company has put in place qualifying third party indemnity provisions for all of the directors.
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MORBAINE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Disclosure of information to auditor
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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'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's auditor is aware of that information.
Post balance sheet events
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There are no significant post balance sheet events requiring disclosure in these financial statements.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board on 15 September 2026 and signed on its behalf.
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MORBAINE LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MORBAINE LIMITED
Opinion
We have audited the financial statements of Morbaine Limited (the ‘Company’) for the 18-month period 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 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 Company’s affairs as at 31 December 2025 and of its 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 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.
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MORBAINE LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MORBAINE 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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; 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 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, 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; or
∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemption in preparing the Directors' Report and from the requirement to prepare a Strategic Report.
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MORBAINE LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MORBAINE LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 intend either to liquidate the 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 Company and the industry, we considered that noncompliance 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.
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MORBAINE LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MORBAINE LIMITED
In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut off 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
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MORBAINE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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18-month period ended
31 December
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Investment property revaluation surplus
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Interest receivable and similar income
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Interest payable and similar expenses
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(Loss)/profit for the financial 18-month period
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There were no recognised gains and losses for 18-month period ended 31 December 2025 or year ended 30 June 2024 other than those included in the statement of comprehensive income.
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There was no other comprehensive income for 2025 (2024: £NIL).
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The notes on pages 12 to 33 form part of these financial statements.
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MORBAINE LIMITED
REGISTERED NUMBER: 01295434
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Capital contribution reserve
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MORBAINE LIMITED
REGISTERED NUMBER: 01295434
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 15 September 2026.
The notes on pages 12 to 33 form part of these financial statements.
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MORBAINE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Capital Contribution reserve
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the 18-month period
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Loss for the 18-month period
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Total comprehensive income for the 18-month period
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Contributions by and distributions to owners
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The notes on pages 12 to 33 form part of these financial statements.
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Morbaine Limited (the 'Company') is a private company, limited by shares and registered in England and Wales, registered number 01295434. The registered address is The Finlan Centre, Hale Road, Hale Bank, Widnes, Cheshire, WA8 8PU.
The principal activities of the Company during the period were those of property development, construction and property management.
The current accounts cover the 18-month period to 31 December 2025 while the prior period was a 12 month period to 30 June 2024. As such prior year figures are not directly comparable.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
These financial statements have been presented in pound sterling which is the functional currency of the Company, and rounded to the nearest £.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The 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 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙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.
This information is included in the consolidated financial statements of JAF Holdings Limited as at 31 December 2025 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Exemption from preparing consolidated financial statements
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The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
The Directors have prepared the financial statements on a going concern basis having considered the forecast financial performance of the Company for a period of at least 12 months from the date of approval of these financial statements.
The Company's rental property portfolio has continued to perform well and is forecast to continue to generate positive operating cashflows. The Company retains a number of viable sites that continue to be developed utilising its expertise. However, pressures relating to increases in build costs over the period have also placed additional pressure on the overall viability of certain projects as they progress which the Company is having to carefully manage.
The Company’s activities are primarily funded by lending from its immediate and ultimate parent company, Morbaine Properties Limited, which has a substantial net asset position and enjoys a secured £5 million revolving credit facility and £5 million term loan with its bankers that expires at the end of February 2026. This funding is on-lent to Morbaine Limited and provides adequate headroom over and above the anticipated expenditure for a period of at least 12 months from the date of approval of these financial statements to allow the proposed development sites to proceed in line with the Company’s operating plan.
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).
Assurances have been received in writing from parent company, Morbaine Properties Limited, confirming that it will continue to support the Company and will not require repayment of amounts owed such that it would impact on the ability of the Company to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements.
Based on the progress of development sites, funding arrangements, and assurances from the parent company, the Directors believe it is appropriate to continue to prepare the financial statements on a going concern basis.
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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:
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.
Property sales
Revenue from property sales is recognised on legal completion of the transaction.
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Operating leases: the Company as lessor
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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.
Interest income is recognised in profit or loss using the effective interest method.
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.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Current and deferred taxation
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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 operates and generates 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following basis.
The estimated useful lives range as follows:
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Short-term leasehold property
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straight line over the period of the lease
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Fixtures, fittings and equipment
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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.
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.
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
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Associates and joint ventures
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Associates and Joint Ventures are held at cost less impairment.
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.
Land deposits and preliminary expenditure represents the costs of all expenditure incurred to date on potential development projects, including cost of land and associated legal fees where appropriate. Preliminary expenditure is written off to the Statement of Comprehensive Income where potential projects are recognised as being lapsed.
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.
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Cash and cash equivalents
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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.
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.
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Provisions for liabilities
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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.
- 16 -
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company 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 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.
- 17 -
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs 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 Company's cash and cash equivalents, trade and most other receivables 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
Financial assets are assessed for indicators of impairment at each reporting date.
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.
- 18 -
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument 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.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables 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 Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled.
- 19 -
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In preparing these financial statements, the directors have had to make the following judgments:
Determine whether leases entered into by the Company 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 6)
Tangible fixed assets, other than investment properties, are depreciated over their useful lives taking into account residual value, 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 8)
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.
∙Net realisable value of property developed for sale (9)
A key area of estimation uncertainty in preparing the financial statements is in relation to assessing the impairment of stock. Net realisable value of property held for sale is assessed by the Directors using 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.
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The average monthly number of employees, including directors, during the 18-month period was 24 (2024 -26).
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- 20 -
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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18-month period ended
31 December
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Current tax on profits for the period/year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustments in respect of previous periods
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- 21 -
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
5.Taxation (continued)
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Factors affecting tax charge for the 18-month period/year
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The tax assessed for the 18-month period/year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 -25%). The differences are explained below:
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18-month period ended
31 December
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 -25%)
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Expenses not deductible for tax purposes
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Income not taxable for tax purposes
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Adjustments to tax charge in respect of prior periods
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Adjustments to tax charge in respect of prior periods- deferred tax
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Movement in deferred tax not recognised
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Group relief differences in losses surrendered and consideration paid
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Total tax credit for the period/year
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The Company has not recognised a potential deferred tax asset of £119,613 (2024: £119,613) in relation to capital losses due to uncertainty over timing and realisation of the deferred tax asset.
- 22 -
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Short-term leasehold property
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Fixtures, fittings and equipment
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- 23 -
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Investments in subsidiary companies
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Investment in joint ventures
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The investment in joint venture company relates to Deiniol Developments Limited. It has a different year end to that of Morbaine Limited. The last year end of Deiniol Developments Limited before the date of these financial statements was 30 September 2025.
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- 24 -
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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The following were subsidiary undertakings of the Company:
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Castlegate Homes (UK) Limited
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The Finlan Centre, Hale Road, Widnes, Cheshire, WA8 8PU
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Willard Project Management Limited
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The Finlan Centre, Hale Road, Widnes, Cheshire, WA8 8PU
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Castlegate Homes (Developments) Ltd
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The Finlan Centre, Hale Road, Widnes, Cheshire, WA8 8PU
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Castlegate Homes (Construction) Ltd
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The Finlan Centre, Hale Road, Widnes, Cheshire, WA8 8PU
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Castlegate Homes (UK) Limited and Willard Project Management Limited are the only subsidiary undertakings held directly.
Willard Project Management Limited is engaged in the project management of property developments.
Castlegate Homes (Developments) Ltd is a residential housing developer.
Castlegate Homes (UK) Limited and Castlegate Homes (Construction) Ltd are dormant entities that are not currently trading.
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Freehold investment property
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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 the key sources of estimation uncertainty are given in note 3.
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- 25 -
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Finished goods and goods for resale
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There is no material difference between the replacement cost of stocks and the amounts stated above.
An impairment loss of £490,759 (2024: £200,000) was recognised in profit or loss against stock during the year.
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- 26 -
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest-free and repayable on demand.
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Cash and cash equivalents
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- 27 -
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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£8,500,000 (2024: £Nil) of the intercompany balance relates to on-lending of parent company, Morbaine Property Limited's revolving credit facility. Interest is charged on this element of the intercompany balances at the rate of the underlying loan debt.
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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Amounts owed to group undertakings are repayable no earlier than 28 February 2026.
Amounts owed to group undertakings within liabilities falling due after more than one year are unsecured, interest-free and repayable on demand.
£Nil (2024: £5,000,000) of the intercompany balance relates to on-lending of parent Company, Morbaine Properties Limited's revolving credit facility. Interest is charged on this element of the intercompany balance at the rate of the underlying loan debt.
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- 28 -
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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At beginning of period/year
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Charged to profit or loss
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The deferred taxation balance is made up as follows:
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Fixed asset timing differences
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Short term timing differences
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Losses and other deductions
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- 29 -
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Allotted, called up and partly paid
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100 (2024 -100) Ordinary shares of £1.00 each
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Capital Contribution Reserve
The capital contribution reserve represents amounts contributed by the parent company.
Profit and loss account
The profit and loss reserve represents cumulative profits and losses.
The Company has provided a cross guarantee to the bank in respect of the indebtedness of its parent undertaking. Group debt at 31 December 2025 was £8,500,000 (2024: £5,000,000).
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.
- 30 -
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
|
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Commitments under operating leases
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At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Later than 1 year and not later than 5 years
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- 31 -
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
|
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Related party transactions
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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.
The Company 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 Company’s turnover is an amount of £59,571 (2024: £35,248) representing management fees payable to the Company by Morbaine Limited Directors’ Pension Scheme for property management activities.
Included within other creditors are amounts due to A J L Finlan of £19,135 (2024: £18,931), 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 year end.
Included within other debtors is a loan of £36,000 (2024: £26,350) to A Crossdale, a director of the Company. The maximum outstanding during the period was £40,516 (2024: £31,000).
Included within other debtors is a loan of £16,200 (2024: £27,000) to G Adams, a director of the Company, appointed during the period on 2 April 2025. The maximum outstanding during the year was £27,000.
Software accounting licence fees were on-charged by Parle Consultancy Services Limited to Morbaine group companies during the period and were invoiced at cost with no mark-up. The value of the licences invoiced in the period was £1,052 (2024: £910). An item of computer equipment was sold to Morbaine Limited at market value during the previous year by Parle Consultancy Services Limited in the amount of £400.
Parle Consultancy Services Limited is owned and controlled by Christopher Parle, who is the son of John Parle, one of Morbaine Limited's fellow directors.
Management fees were invoiced of £52,610 (2024: £59,400) during the period to companies under the ownership of A J L Finlan, a director of the Company. A J L Finlan is also a director of the Company’s ultimate parent company, JAF Holdings Limited. On 18 March 2025, A J L Finlan passed complete ownership of these companies to JAF Holdings Limited.
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- 32 -
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MORBAINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Company's immediate parent company is Morbaine Properties Limited. The ultimate parent company is JAF Holdings Limited. Both companies are incorporated in England and Wales.
The smallest group for which consolidated accounts are prepared is Morbaine Properties Limited. 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 Morbaine Properties Limited and JAF Holdings Limited is The Finlan Centre, Hale Road, Hale Bank, Widnes, Cheshire, WA8 8PU.
In the opinion of the Directors, the JAF Legacy Trust is the ultimate controlling party of the business.
- 33 -
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