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Registered number: 05586102
MGS GROUP HOLDINGS LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2025
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MGS GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 05586102
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: 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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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 have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 7 form part of these financial statements.
Page 1
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MGS GROUP HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Shares issued during the year
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The notes on pages 3 to 7 form part of these financial statements.
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Page 2
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MGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
MGS Group Holdings Limited is a private company limited by shares and is incorporated and registered in England. The Company's registered number is 05586102. The address of the registered office of the Company is Rubicon Partners, 8-12 York Gate, London, NW1 4QG.
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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and 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 financial statements have been presented in Pounds Sterling as this is the currency of the primary economic environment in which the Company operates, and are currently rounded to the nearest pound.
The following principal accounting policies have been applied:
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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 any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
The directors consider that there are no material uncertainties that may cast significant doubt about the company's ability to continue as a going concern. Accordingly the financial statements have been prepared on the going concern basis. The members of the ultimate parent Company, Rubicon Partners Industries LLP, and the directors of the other companies in the group have confirmed that they will continue to support all companies in the group for a period of at least twelve months from the date of signature of this report. As a result, the directors believe that the company will have sufficient cash reserves and available facilities in order to meet its debts as and when they fall due for the foreseeable future and therefore the going concern basis of accounting has been applied to these financial statements.
Turnover which excludes value added tax, represents the invoiced value of management services provided to other group companies and management services provided to third parties during the year. Turnover is recognised once the services have been performed.
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Interest payable and similar expenses
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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.
Page 3
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MGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR 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 year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Investments in subsidiaries are measured at cost less accumulated impairment.
At each balance sheet date, investments are assessed to determine whether there is an indication that the investment may be impaired. If there is such indication, the carrying amount of the asset is compared to the recoverable amount of the asset.
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.
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.
Page 4
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MGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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There were no employees during the year other than the directors of the Company (2024: Nil).
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the Company:
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Newcastle Street, Stone, Staffordshire, ST15 8JU
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Page 5
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MGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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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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The amounts owed to group undertakings are unsecured, interest bearing at a rate of 7.25% per annum (2024: 8%) and have no fixed repayment date. The repayment terms on the amounts owed to group undertakings require a notice period of at least 12 months and 1 day when requesting repayment of all or part of the amount owing.
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Allotted, called up and fully paid
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1 (2024 - 1) Ordinary 'A' share of £1.00
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2 (2024 - 2) Ordinary 'B' shares of £1.00 each
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1 (2024 - 1) Ordinary 'C' share of £0.01
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The Ordinary A share carries 76% of voting rights and rights to total income.
The Ordinary B shares carry 24% of voting rights and rights to total income.
The Ordinary C share carries no rights to dividends and the Ordinary C shareholder is not entitled to receive notice of, to attend, or to vote at general meetings of the Company or to vote on written resolutions of the Company.
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The Company has entered into an unlimited cross guarantee arrangement in respect of the borrowings of fellow group companies. At 31 December 2025, the net borrowings under these arrangements amounted to £424,403 (2024: £511,465).
Page 6
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MGS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Related party transactions
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The Company is exempt from disclosing related party transactions with other companies that are wholly owned within the Group.
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Post balance sheet events
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On 28 August 2026, MGS Precision Limited completed a refinancing of its banking facilities. Under the new arrangements, MGS Precision Limited's invoice discounting facility was supplemented with a new trade finance facility. As part of the refinancing, new fixed and floating charges were granted in favour of Santander UK PLC over the assets of MGS Precision Limited, MGS Group Holdings Limited and Rubicon Partners Industries LLP and the prior security arrangements were discharged.
Rubicon Partners Industries LLP, a limited liability partnership registered in England, is the ultimate parent undertaking and controlling party.
The Rubicon Partners Industries LLP Group is both the smallest and the largest Group into which the Company's financial statements are consolidated. Copies of the Group financial statements for the ultimate parent undertaking may be obtained from Rubicon Partners, 8-12 York Gate, London, NW1 4QG.
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified.
The audit report was signed on 21 September 2026 by James Bagley (Senior statutory auditor) on behalf of PKF Smith Cooper Audit Limited.
Page 7
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