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REGISTERED NUMBER: 09742928 (England and Wales)














MGBC LTD

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025






MGBC LTD (REGISTERED NUMBER: 09742928)






CONTENTS OF THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2025




Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Statement of Comprehensive Income 10

Statement of Financial Position 11

Statement of Changes in Equity 12

Statement of Cash Flows 13

Notes to the Statement of Cash Flows 14

Notes to the Financial Statements 16


MGBC LTD

COMPANY INFORMATION
for the Year Ended 31 December 2025







DIRECTORS: S McGuinness
D McGuinness
K M McGuinness





REGISTERED OFFICE: 5 Imperial Court
Laporte Way
Luton
Bedfordshire
LU4 8FE





REGISTERED NUMBER: 09742928 (England and Wales)





AUDITORS: Miller & Co
Statutory Auditor
Chartered Accountants
5 Imperial Court
Laporte Way
Luton
Bedfordshire
LU4 8FE

MGBC LTD (REGISTERED NUMBER: 09742928)

STRATEGIC REPORT
for the Year Ended 31 December 2025

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

REVIEW OF BUSINESS
Turnover has decreased by 35.9% in the year to £13.7 million. The gross margin achieved in the year fell from 21.96% to 18.26%, mainly due to rising material costs.

The final results show a profit before tax of £749,249 for the year, compared to a profit of £3,678,759 in the previous period. At the balance sheet date the net assets of the company had increased by 4% to £8,996,260 due to profits earned throughout the year.

The company continues to allocate resources, both capital and management time, towards business improvement initiatives across all processes to enhance client service efficiency and cost-effectiveness. Benefits from this commitment are becoming evident.

The company believes it is well positioned to continue growth and profitability by maintaining its market reputation and a solid client base in both the public and private sectors. The financial position remains stable, with a strong balance sheet and cash reserves.

While the construction industry presents ongoing challenges, the company adopts a proactive approach and applies enhanced commercial controls to address opportunities as they arise.

PRINCIPAL RISKS AND UNCERTAINTIES
The cost of living crisis is still causing cost increases to businesses worldwide. However, the directors consider that the business is in a good position to face these challenges, benefitting from good relations with customers and suppliers, together with strong liquidity in the form of cash reserves.

The company's credit risk is primarily attributed to its trade debtors and continues to be managed by operating strict credit checks on new customers and closely monitoring the credit limits of existing customers by reference to current financial information.

FINANCIAL KEY PERFORMANCE INDICATORS
The company had total comprehensive income for the year ended 31 December 2025 of £687,371 (2024: £2,783,076) and has a strong net asset position of £8,996,260 (2024: £8,647,049).


MGBC LTD (REGISTERED NUMBER: 09742928)

STRATEGIC REPORT
for the Year Ended 31 December 2025

ENVIRONMENT
We continue to have a number of tenders and opportunities ahead of us which will allow us to develop the business in a sustainable and profitable manner in the medium term in line with our strategic plan, subject to the future economic climate.

The company is committed to the achievement of quality in the projects undertaken and complies with the requirements of IS09001 - quality management systems. We ensure that we recognise our environmental responsibilities to enable us to understand, as well as manage the actual and potential environmental impact of our activities. Our operations are conducted to ensure we comply with the legal requirements relating to the environment in which we carry out our business. As part of this obligation, we comply with the requirements of IS014001 - environmental management, for which we have received the accreditation.

The company continues to invest in its health and safety standards and performance across all its sites. Health and safety remains at the forefront of our planning and culture to manage the risks associated with operating within the construction industry, whilst further improving the company's procedures and processes. The company recognises the importance of specific and effective training for its employees to ensure compliance with the legal requirements and accreditation held by the company.

ON BEHALF OF THE BOARD:



K M McGuinness - Director


22 October 2026

MGBC LTD (REGISTERED NUMBER: 09742928)

REPORT OF THE DIRECTORS
for the Year Ended 31 December 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of building and development contractors.

DIVIDENDS
Interim dividends totalling £409,864 were paid throughout the year.

The directors recommend that no final dividends be paid.

The total distribution of dividends for the year ended 31 December 2025 will be £409,864.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

S McGuinness
D McGuinness
K M McGuinness

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

MGBC LTD (REGISTERED NUMBER: 09742928)

REPORT OF THE DIRECTORS
for the Year Ended 31 December 2025


AUDITORS
The auditors, Miller & Co, were appointed during the year and will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





K M McGuinness - Director


22 October 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
MGBC LTD

Opinion
We have audited the financial statements of MGBC Ltd (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
MGBC LTD


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
MGBC LTD


Auditors' 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 a Report of the Auditors 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, including fraud.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to these risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

- the nature of the industry, control environment and business performance;
- the results of our enquiries of management about their own identification and assessments of the risks of
irregularities;
- any matters we identified having obtained and reviewed the company's policies and procedures relating to:

o identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of
non-compliance;
o detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or
alleged fraud;
o the matters discussed among the audit engagement team regarding how and where fraud might occur in the
financial statements and any potential indicators of fraud.

In common with all audits under ISAs (UK) we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, such as the Companies Act 2006.

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

Audit response to risk identified

Our procedures to respond to risks identified included the following:

- Reviewing the financial statement disclosures to assess compliance with provisions of relevant laws and
regulations described as having a direct effect on the financial statements;

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
MGBC LTD

- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate material
misstatement due to fraud;
- In addressing the risk of fraud through management override of controls, the testing of the appropriateness of
journal entries and other adjustments and evaluating the business rationale of any significant transactions that are
unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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 Report of the Auditors.

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




Stephen Healy FCA (Senior Statutory Auditor)
for and on behalf of Miller & Co
Statutory Auditor
Chartered Accountants
5 Imperial Court
Laporte Way
Luton
Bedfordshire
LU4 8FE

22 October 2026

MGBC LTD (REGISTERED NUMBER: 09742928)

STATEMENT OF COMPREHENSIVE
INCOME
for the Year Ended 31 December 2025

2025 2024
Notes £    £   

TURNOVER 4 13,746,210 21,437,145

Cost of sales 11,236,179 16,730,216
GROSS PROFIT 2,510,031 4,706,929

Administrative expenses 1,144,551 967,906
1,365,480 3,739,023

Other operating income 41,513 36,171
OPERATING PROFIT 6 1,406,993 3,775,194

Interest receivable and similar income 118,430 65,919
1,525,423 3,841,113
Gain/loss on revaluation of assets (628,000 ) (7,965 )
897,423 3,833,148

Interest payable and similar expenses 7 148,174 154,389
PROFIT BEFORE TAXATION 749,249 3,678,759

Tax on profit 8 211,878 895,683
PROFIT FOR THE FINANCIAL YEAR 537,371 2,783,076

OTHER COMPREHENSIVE INCOME
Gain on revaluation of assets 200,000 -
Income tax relating to other comprehensive
income

(50,000

)

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

150,000

-
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

687,371

2,783,076

MGBC LTD (REGISTERED NUMBER: 09742928)

STATEMENT OF FINANCIAL POSITION
31 December 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 10 3,721,532 3,504,461
Investment property 11 3,665,000 4,293,000
7,386,532 7,797,461

CURRENT ASSETS
Debtors: amounts falling due within one year 12 4,589,797 4,254,687
Debtors: amounts falling due after more than
one year

12

-

225,370
Cash at bank 3,219,225 4,583,218
7,809,022 9,063,275
CREDITORS
Amounts falling due within one year 13 4,427,933 5,532,710
NET CURRENT ASSETS 3,381,089 3,530,565
TOTAL ASSETS LESS CURRENT
LIABILITIES

10,767,621

11,328,026

CREDITORS
Amounts falling due after more than one
year

14

(1,201,102

)

(2,007,986

)

PROVISIONS FOR LIABILITIES 19 (570,259 ) (672,991 )
NET ASSETS 8,996,260 8,647,049

CAPITAL AND RESERVES
Called up, paid and allotted share capital 20 200 200
Revaluation reserve 21 1,358,962 1,208,962
Capital redemption reserve 21 3 3
Retained earnings 21 7,637,095 7,437,884
SHAREHOLDERS' FUNDS 8,996,260 8,647,049

The financial statements were approved by the Board of Directors and authorised for issue on 22 October 2026 and were signed on its behalf by:





K M McGuinness - Director


MGBC LTD (REGISTERED NUMBER: 09742928)

STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31 December 2025

Called
up, paid
and
allotted Capital
share Retained Revaluation redemption Total
capital earnings reserve reserve equity
£    £    £    £    £   
Balance at 1 January 2024 200 5,075,388 1,208,962 3 6,284,553

Changes in equity
Dividends - (348,876 ) - - (348,876 )
Total comprehensive income - 2,783,076 - - 2,783,076
Distribution re NPV
calculation - (71,704 ) - - (71,704 )
Balance at 31 December 2024 200 7,437,884 1,208,962 3 8,647,049

Changes in equity
Dividends - (409,864 ) - - (409,864 )
Total comprehensive income - 537,371 150,000 - 687,371
Distribution re NPV
calculation - 71,704 - - 71,704
Balance at 31 December 2025 200 7,637,095 1,358,962 3 8,996,260

MGBC LTD (REGISTERED NUMBER: 09742928)

STATEMENT OF CASH FLOWS
for the Year Ended 31 December 2025

2025 2024
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (55,250 ) 6,349,695
Interest paid (114,406 ) (130,110 )
Interest element of hire purchase payments
paid

(33,768

)

(24,279

)
Tax paid (601,567 ) (554,677 )
Net cash from operating activities (804,991 ) 5,640,629

Cash flows from investing activities
Purchase of tangible fixed assets (935,497 ) (1,027,395 )
Purchase of investment property - (2,780,965 )
Sale of tangible fixed assets 556,000 436,248
Interest received 118,430 65,919
Net cash from investing activities (261,067 ) (3,306,193 )

Cash flows from financing activities
Loan repayments in year (164,474 ) (233,225 )
Group loans in year - (170,147 )
Capital advanced in year 536,550 -
Capital repayments in year (277,213 ) (55,525 )
Amount introduced by directors 357 235
Equity dividends paid (409,864 ) (348,876 )
Net cash from financing activities (314,644 ) (807,538 )

(Decrease)/increase in cash and cash equivalents (1,380,702 ) 1,526,898
Cash and cash equivalents at beginning of
year

2

4,583,218

3,056,320

Cash and cash equivalents at end of year 2 3,202,516 4,583,218

MGBC LTD (REGISTERED NUMBER: 09742928)

NOTES TO THE STATEMENT OF CASH FLOWS
for the Year Ended 31 December 2025

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

2025 2024
£    £   
Profit before taxation 749,249 3,678,759
Depreciation charges 351,469 298,880
Loss on disposal of fixed assets 10,957 48,218
Loss on revaluation of fixed assets 628,000 7,965
Finance costs 148,174 154,389
Finance income (118,430 ) (65,919 )
1,769,419 4,122,292
Increase in trade and other debtors (38,036 ) (1,935,013 )
(Decrease)/increase in trade and other creditors (1,786,633 ) 4,162,416
Cash generated from operations (55,250 ) 6,349,695

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2025
31.12.25 1.1.25
£    £   
Cash and cash equivalents 3,219,225 4,583,218
Bank overdrafts (16,709 ) -
3,202,516 4,583,218
Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 4,583,218 3,058,486
Bank overdrafts - (2,166 )
4,583,218 3,056,320


MGBC LTD (REGISTERED NUMBER: 09742928)

NOTES TO THE STATEMENT OF CASH FLOWS
for the Year Ended 31 December 2025

3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25 Cash flow At 31.12.25
£    £    £   
Net cash
Cash at bank 4,583,218 (1,363,993 ) 3,219,225
Bank overdrafts - (16,709 ) (16,709 )
4,583,218 (1,380,702 ) 3,202,516
Debt
Finance leases (467,148 ) (259,337 ) (726,485 )
Debts falling due within 1 year (197,048 ) (20,411 ) (217,459 )
Debts falling due after 1 year (580,584 ) 184,887 (395,697 )
(1,244,780 ) (94,861 ) (1,339,641 )
Total 3,338,438 (1,475,563 ) 1,862,875

MGBC LTD (REGISTERED NUMBER: 09742928)

NOTES TO THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2025

1. STATUTORY INFORMATION

MGBC Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling, rounded to the nearest pound.

2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

Significant judgements and estimates
In applying the company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.

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

Revenue and profit recognition
The estimation techniques used for revenue and profit recognition in respect of construction contracts and services contracts require forecasts to be made of the outcome of long-term contracts which require assessments and judgements to be made on the recovery of pre-contract costs, changes in the scope of work, contract programmes, maintenance and defects liabilities and changes in costs.

These assessments include a degree of uncertainty and therefore, if the key judgements and estimates change unfavourably, then write down of construction contracts may be necessary.

Recoverable value of debtors
The recoverability of trade and other debtors is regularly reviewed in light of available economic information specific to each receivable and provisions are recognised for balances considered to be irrecoverable.

Net present value calculation
Where loans are made/received that are interest free and not repayable on demand, the loan must initially be measured at the present value of the future payments, discounted at a market rate of interest for a similar debt instrument. The directors consider that the Bank of England base rate at the time of the financing transaction to be an appropriate rate of interest.

MGBC LTD (REGISTERED NUMBER: 09742928)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

3. ACCOUNTING POLICIES - continued

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Construction contracts
Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When costs incurred in securing a contract are recognised as an expense in the period in which they are incurred, they are not included in contract costs if the contract is obtained in a subsequent period.

The percentage of completion method is used to determine the appropriate amount to recognise in a given period. The stage of completion is measured by surveys of the work performed. Costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. These costs are presented as stocks, prepayments, or other assets depending on their nature, and provided it is probable they will be recovered.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Freehold property - not provided
Plant and machinery - 25% on reducing balance
Fixtures and fittings - 33% on reducing balance
Motor vehicles - 25% on reducing balance
Computer equipment - 33% on cost

Tangible assets are stated at cost less accumulated depreciation and any provision for impairment.

Following initial recognition, land and buildings are carried at fair value at the date of the revaluation, less any subsequent accumulated impairment losses. Revaluations are performed with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the reporting period. Any aggregate surplus or deficit arising from changes in the fair value are recognised in the revaluation reserve.

Investment property
Investment property is shown at most recent valuation. Revaluations are performed with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the reporting period. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

MGBC LTD (REGISTERED NUMBER: 09742928)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

3. ACCOUNTING POLICIES - continued

Financial instruments
Basic financial assets and liabilities, including cash and bank balances, trade and other accounts receivable and payable and loans from banks and other third parties are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction or debt instrument is measured at the present value of future receipts discounted at a market rate of interest. Such assets and debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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 the profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of The asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities are derecognised when the liability is extinguished, when the contractual obligation is discharged, cancelled or expires.

Taxation
Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences. Deferred tax on revalued non-depreciable tangible fixed assets and investment properties is measured using the rates and allowances that apply to the sale of the asset.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits and other short-term, highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

MGBC LTD (REGISTERED NUMBER: 09742928)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

4. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2025 2024
£    £   
Construction sales 13,746,210 21,437,145
13,746,210 21,437,145

An analysis of turnover by geographical market is given below:

2025 2024
£    £   
United Kingdom 13,746,210 21,437,145
13,746,210 21,437,145

5. EMPLOYEES AND DIRECTORS
2025 2024
£    £   
Wages and salaries 395,836 368,994
Social security costs 49,346 35,070
Other pension costs 3,557 2,359
448,739 406,423

The average number of employees during the year was as follows:
2025 2024

Directors 3 3
Direct staff 6 5
Other staff 3 4
12 12

2025 2024
£    £   
Directors' remuneration 39,496 46,702

MGBC LTD (REGISTERED NUMBER: 09742928)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

6. OPERATING PROFIT

The operating profit is stated after charging:

2025 2024
£    £   
Plant hire and running costs 1,149,127 1,235,775
Motor expenses 359,280 202,337
Depreciation - owned assets 351,469 298,880
Loss on disposal of fixed assets 10,957 48,218
Auditors' remuneration 28,000 18,000

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2025 2024
£    £   
Loan interest - 3,860
Other interest (1,437 ) 14,669
Interest on NPV calculations 87,913 28,889
Bank loan interest 27,930 82,692
Hire purchase 33,768 24,279
148,174 154,389

8. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2025 2024
£    £   
Current tax:
UK corporation tax 364,610 877,125

Deferred tax (152,732 ) 18,558
Tax on profit 211,878 895,683

MGBC LTD (REGISTERED NUMBER: 09742928)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

8. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025 2024
£    £   
Profit before tax 749,249 3,678,759
Profit multiplied by the standard rate of corporation tax in the UK of 25%
(2024 - 25%)

187,312

919,690

Effects of:
Expenses not deductible for tax purposes 29,233 16,456
Capital allowances in excess of depreciation (4,268 ) (61,012 )
Revaluation of property 157,000 1,991
Group relief (4,667 ) -

Movement in deferred tax provision (152,732 ) 18,558
Total tax charge 211,878 895,683

Tax effects relating to effects of other comprehensive income

2025
Gross Tax Net
£    £    £   
Gain on revaluation of assets 200,000 (50,000 ) 150,000

2024
Gross Tax Net
£    £    £   
Gain on revaluation of assets

9. DIVIDENDS
2025 2024
£    £   
Ordinary shares of £1 each
Interim 409,864 348,876

MGBC LTD (REGISTERED NUMBER: 09742928)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

10. TANGIBLE FIXED ASSETS
Fixtures
Freehold Plant and and
property machinery fittings
£    £    £   
COST OR VALUATION
At 1 January 2025 2,200,000 985,467 9,933
Additions - 540,172 -
Disposals - (591,454 ) -
Revaluations 200,000 - -
At 31 December 2025 2,400,000 934,185 9,933
DEPRECIATION
At 1 January 2025 - 339,311 5,232
Charge for year - 116,615 1,567
Eliminated on disposal - (78,498 ) -
At 31 December 2025 - 377,428 6,799
NET BOOK VALUE
At 31 December 2025 2,400,000 556,757 3,134
At 31 December 2024 2,200,000 646,156 4,701

Motor Computer
vehicles equipment Totals
£    £    £   
COST OR VALUATION
At 1 January 2025 814,958 30,336 4,040,694
Additions 380,262 15,063 935,497
Disposals (112,885 ) - (704,339 )
Revaluations - - 200,000
At 31 December 2025 1,082,335 45,399 4,471,852
DEPRECIATION
At 1 January 2025 177,730 13,960 536,233
Charge for year 219,542 13,745 351,469
Eliminated on disposal (58,884 ) - (137,382 )
At 31 December 2025 338,388 27,705 750,320
NET BOOK VALUE
At 31 December 2025 743,947 17,694 3,721,532
At 31 December 2024 637,228 16,376 3,504,461

Included in cost or valuation of land and buildings is freehold land of £ 588,051 (2024 - £ 588,051 ) which is not depreciated.

Included in the total net book value of plant and machinery and motor vehicles was £723,227 (2024 - £655,704) in respect of assets held under finance leases.

Tangible fixed assets with a net book value of £2,400,000 (2024 - £2,200,000) has been pledged as security for liabilities of the company.

MGBC LTD (REGISTERED NUMBER: 09742928)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

10. TANGIBLE FIXED ASSETS - continued

Cost or valuation at 31 December 2025 is represented by:

Fixtures
Freehold Plant and and
property machinery fittings
£    £    £   
Valuation in 2023 1,611,949 - -
Valuation in 2025 200,000 - -
Cost 588,051 934,185 9,933
2,400,000 934,185 9,933

Motor Computer
vehicles equipment Totals
£    £    £   
Valuation in 2023 - - 1,611,949
Valuation in 2025 - - 200,000
Cost 1,082,335 45,399 2,659,903
1,082,335 45,399 4,471,852

If freehold land and buildings had not been revalued they would have been included at the following historical cost:

2025 2024
£    £   
Cost 588,051 588,051

Value of land in freehold land and buildings 588,051 588,051

Freehold land and buildings were valued on an open market basis on 31 December 2025 by Ringley Chartered RICS Surveyors .

11. INVESTMENT PROPERTY
Total
£   
FAIR VALUE
At 1 January 2025 4,293,000
Revaluations (628,000 )
At 31 December 2025 3,665,000
NET BOOK VALUE
At 31 December 2025 3,665,000
At 31 December 2024 4,293,000

Investment property with a net book value of £3,080,000 (2024 - £3,673,000) has been pledged as security for liabilities of the company.

MGBC LTD (REGISTERED NUMBER: 09742928)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

11. INVESTMENT PROPERTY - continued

Investment properties were valued on an open market basis on 31 December 2025 by Ringley Chartered RICS Surveyors.

If investment properties had not been revalued they would have been included at historical cost totalling £4,517,444.

12. DEBTORS
2025 2024
£    £   
Amounts falling due within one year:
Trade debtors 1,380,481 2,474,692
Amounts owed by group undertakings 1,395,763 18,483
Amounts recoverable on contract 1,528,766 1,114,715
Other debtors - 92,922
VAT 146,466 496,995
Prepayments 138,321 56,880
4,589,797 4,254,687

Amounts falling due after more than one year:
Amounts owed by group undertakings - 225,370

Aggregate amounts 4,589,797 4,480,057

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025 2024
£    £   
Bank loans and overdrafts (see note 15) 234,168 197,048
Hire purchase contracts (see note 16) 165,327 231,197
Trade creditors 1,130,347 1,332,626
Amounts owed to group undertakings - 145,411
Tax 250,105 487,062
Social security and other taxes 32,775 24,508
Other creditors 2,008,513 2,731,655
Directors' current accounts 1,309 952
Accrued expenses 605,389 382,251
4,427,933 5,532,710

14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2025 2024
£    £   
Bank loans (see note 15) 395,697 580,584
Hire purchase contracts (see note 16) 561,158 235,951
Other creditors 244,247 1,191,451
1,201,102 2,007,986

MGBC LTD (REGISTERED NUMBER: 09742928)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

15. LOANS

An analysis of the maturity of loans is given below:

2025 2024
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts 16,709 -
Bank loans 217,459 197,048
234,168 197,048

Amounts falling due between one and two years:
Bank loans - 1-2 years 233,884 212,894

Amounts falling due between two and five years:
Bank loans - 2-5 years 161,813 367,690

16. LEASING AGREEMENTS

Minimum lease payments under hire purchase fall due as follows:

2025 2024
£    £   
Net obligations repayable:
Within one year 165,327 231,197
Between one and five years 561,158 235,951
726,485 467,148

17. SECURED DEBTS

The mortgage balance at the year end of £613,157 (2024 £777,631) is secured by a Debenture dated the 3 July 2023 in favour of Lloyds Bank PLC, to secure property. This comprises fixed and floating charges over the undertaking as well as a negative pledge.

Another loan balance at the year end of £1,191,451 (2024 £2,092,738) is secured by a Debenture dated the 22 August 2024 in favour of the sellers of the investment property purchased in 2024, to secure property. This comprises a negative pledge.

18. FINANCIAL INSTRUMENTS

Included within other creditors is a deferred consideration obligation relating to the acquisition of investment property.

As the liability is deferred on an interest-free basis, it is treated as a financing transaction and carried at fair value. The initial liability of £2,773,000.00 was discounted to an NPV of £2,611,149 using an estimated market rate of interest of 5%. The total financing discount of £161,851 is being amortised over the deferral period using the effective interest method.

The amount shown in other creditors at the year end is £1,191,451 (2024: £2,092,738). Finance costs recognised in the profit and loss account for the period in relation to the unwinding of this discount amounted to £87,913 (2024: £28,889).

MGBC LTD (REGISTERED NUMBER: 09742928)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

19. PROVISIONS FOR LIABILITIES
2025 2024
£    £   
Deferred tax 570,259 672,991

Deferred
tax
£   
Balance at 1 January 2025 672,991
Provided during year (102,732 )
Balance at 31 December 2025 570,259

20. CALLED UP, PAID AND ALLOTTED SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £    £   
200 Ordinary £1 200 200

21. RESERVES
Capital
Retained Revaluation redemption
earnings reserve reserve Totals
£    £    £    £   

At 1 January 2025 7,437,884 1,208,962 3 8,646,849
Profit for the year 537,371 537,371
Dividends (409,864 ) (409,864 )
Revaluations in year - 150,000 - 150,000
Distribution re NPV
calculation 71,704 - - 71,704
At 31 December 2025 7,637,095 1,358,962 3 8,996,060

In 2024 an interest free loan made to a group undertaking was measured at the present value of future cash flows. On initial recognition, an adjustment of £71,704 arose, to account for the balance at net present value. This loan is no longer interest free so the original adjustment recongised has been reversed in 2025.

22. PENSION COMMITMENTS

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. At the year end date unpaid contributions were due to the fund of £1,495 (2024: £1,510). These have been included within other creditors.

MGBC LTD (REGISTERED NUMBER: 09742928)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

23. RELATED PARTY DISCLOSURES

MGBC Holdings Ltd
MGBC Holdings Ltd, a company within the group, were provided loans which are repayable on demand.

During the year, additional loans were provided in aggregate of £741. Interest was charged on the balance of the loan at a rate of 3.75% totalling £12,047. As interest is now being charged on this loan, the NPV adjustment that was made during 2024, totalling £71,704, has been reversed in the current year.

In addition to the above, during the year, MGBC Holdings Ltd raised rental invoices to MGBC Ltd in the amount of £40,000.

The amount due to MGBC Ltd at the year end was £280,283 (2024 £243,791).

MGBC Investments Ltd
MGBC Investments Ltd, a company within the group, were provided with loans during the year totalling £635,380, which are repayable on demand. Interest was charged on the balance of the loan at a rate of 3.75% totalling £18,370. The amount outstanding at the year end was £653,813 (2024 £63).

MGB Plant Hire Ltd
The company traded in the normal course of business with MGB Plant Hire Ltd, a group company.

During the year, MGB Plant Hire Ltd raised sales invoices to MGBC Ltd in the amount of £393,788. Conversely, fixed assets were purchased by MGB Plant Hire Ltd from MGBC Ltd in the amount of £512,956. Further loans were also provided by MGBC Ltd in aggregate of £63,893.

At the year end, the balance owed to MGBC Ltd was £61,483 (2024 £145,411 owed by MGBC Ltd) which is interest free and repayable on demand.

McGuinness Brothers Construction Ltd
The company traded in the normal course of business with McGuinness Brothers Construction Ltd, a group company.

During the year, MGBC Ltd raised sales invoices to McGuinness Brothers Construction Ltd in the amount of £485,000. Also, during the year, McGuinness Brothers Construction Ltd provided loans to MGBC Ltd in the amount of £84,816.

At the year end, the balance owed to MGBC Ltd was £400,184 (2024 £nil) which is interest free and repayable on demand.

MGB Land Holdings Ltd
The company had a brought forward loan from MGB Land Holdings Ltd, a company under common control and which is incorporated in the Republic of Ireland. During the year, loan repayments were made totalling £815,393. At the year end, a balance was owed by MGBC Ltd totalling £891,352.

Key management personnel of the entity or its parent (in the aggregate)

The directors operate loan accounts with the company. During the year, additional loans in aggregate of £357 were provided to the company. At the year end, the company owed the directors £1,309.

MGBC LTD (REGISTERED NUMBER: 09742928)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

24. POST BALANCE SHEET EVENTS

On 22 June 2026, a company within the group, MGB Land Holdings Ltd, secured a loan facility with Lloyds Bank Plc totalling £1,705,200.

MGBC Ltd has entered into a guarantee and set-off agreement. Under the terms of the guarantee, the Company is jointly and severally liable for the full repayment of the principal and any accrued interest in the event of a default by the fellow group undertaking.

Management does not currently expect any default by the fellow subsidiary that would require a cash outflow under this guarantee.

25. ULTIMATE CONTROLLING PARTY

McGuinness Brothers Group Ltd, a UK registered company, is the immediate and ultimate parent company. The registered office address is Unit 5 Imperial Court, Laporte Way, Luton, LU4 8FE.