MGB (Cornwall) Limited - Period Ending 2026-01-31

MGB (Cornwall) Limited

Annual Report and Consolidated Financial Statements
Year Ended 31 January 2026

Registration number: 14668830

MGB (Cornwall) Limited

Contents

Company Information	1
Strategic Report	2 to 3
Director's Report	4 to 6
Statement of Director's Responsibilities	7
Independent Auditor's Report	8 to 12
Consolidated Profit and Loss Account	13
Consolidated Balance Sheet	14
Balance Sheet	15
Consolidated Statement of Changes in Equity	16
Consolidated Statement of Cash Flows	17
Notes to the Financial Statements	18 to 41

MGB (Cornwall) Limited

Company Information

Director

M G Bailey

Registered office

Venayr Goonearl
Scorrier
Redruth
Cornwall
TR16 5EB

Auditors

PKF Francis Clark
Statutory AuditorLowin House
Tregolls Road
Truro
Cornwall
TR1 2NA

MGB (Cornwall) Limited

Strategic Report

Year Ended 31 January 2026

The director presents his strategic report for the year ended 31 January 2026.

Principal activity

The principal activity of the group is the provision of haulage, transport contracting and storage services.

Fair review of the business

The Director is pleased to announce a profit before tax for the period of £2.9m.

The group's key financial and other performance indicators during the year were as follows:

Financial KPIs	Unit	2026	2025
Revenue	£000's	70,994	61,853
Profit before tax	£000's	2,878	2,456
Net assets	£000's	19,472	17,586

Principal risks and uncertainties

The group’s performance is dependent on it continuing to hold a Vehicle Operators Licence. Strict controls are in place to monitor hours driven and due regard given to drivers' health and maintenance of the vehicle fleet.

The current economic environment presents several challenges, including volatility in oil prices arising from tensions in the Gulf region, increasing cost-of-living pressures, and continued constraints on staffing resources. These factors contribute to a degree of uncertainty in trading conditions.

Despite these uncertainties, the group remains confident in its ability to maintain high service levels, continuing to support its existing customer base while seeking opportunities to expand through new and diversified contracts.

The group’s strategic focus remains centred on operational excellence, including efficiency improvements and cost control, alongside diversification of services and customer base to reduce risk exposure. Sustainable growth continues to be a key priority, with careful investment in fleet, technology, and people to support long-term resilience and competitiveness.

Section 172(1) statement

The director acknowledges their duty under Section 172(1) of the Companies Act 2006 to act in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its member, while having due regard to the interests of stakeholders and other factors outlined in the legislation.

In discharging their duties under s172, the director has considered, among other matters:

• the likely long-term consequences of decisions;
• the interests of employees throughout the business;
• relationships with customers, subcontractors, and suppliers;
• the impact of operations on the environment and the communities they serve;
• maintaining a reputation for high standards of safety, compliance and business conduct.

MGB (Cornwall) Limited

Strategic Report

Year Ended 31 January 2026

Long-term decision making

The group’s strategic focus remains on sustainable growth, operational efficiency, and long-term value creation. To support this, we continue to prioritise targeted investments that enhance the resilience and competitiveness of the business.

During the year, further progress was made in modernising the fleet through ongoing replacement programmes. These investments are designed to reduce emissions, improve fuel efficiency, and lower maintenance costs. By upgrading to more environmentally efficient vehicles, the group supports its sustainability objectives while ensuring compliance with evolving environmental regulations.

These actions demonstrate our long-term commitment to responsible operations, disciplined cost management, and future-proofing the business in an increasingly dynamic operating environment.

Community and environment

The group remains mindful of its environmental impact and continues to take steps to reduce it. Investments in fleet modernisation and the development of route optimisation solutions contribute to lowering emissions and improving operational efficiency.

We are also proud to support the local communities in which we operate, recognising the importance of maintaining a positive and responsible presence.

Engagement with employees

The group recognises that its employees are central to its long-term success and sustainability. It remains firmly committed to fostering a positive, inclusive, and engaging working environment that supports employee well-being, development, and retention.

Engagement with suppliers, customers and other relationships

The group recognises the importance of building and maintaining strong, collaborative relationships with both customers and suppliers as a key driver of long-term success.

We remain committed to strengthening long-term partnerships with key customers by delivering reliable, responsive, and high-quality haulage services tailored to their evolving requirements.

To support this commitment, the group has invested in an advanced intelligent transport management platform, providing a single, integrated system for managing operations across all partners and positioning the business for future growth.

Governance and ethical standards

The director ensures that the group complies with all applicable laws and regulations, including those relating to transport, safety, and employment. High standards of ethical conduct are embedded within the group’s operations, supporting a culture of integrity and accountability across the business.

Approved and authorised by the director on 1 September 2026

.........................................
M G Bailey
Director

MGB (Cornwall) Limited

Director's Report

Year Ended 31 January 2026

The director presents his report and the for the year ended 31 January 2026.

Director of the group

The director who held office during the year was as follows:

M G Bailey

Financial instruments

Objectives and policies

The group's principal financial instruments comprise of bank balances, loans and hire purchase agreements and trade creditors. The main purpose of these instruments is to raise funds for the group's operations.

Price risk, credit risk, liquidity risk and cash flow risk

The group operates a fuel escalator in respect of a proportion of its customer pricing arrangements.

Trade debtors are managed in respect of the credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. Provisions are made for doubtful debts where necessary.

Trade creditor liquidity risk is managed by ensuring amounts due are able to be paid on a timely basis.

In respect of borrowings, which are in the form of overdrafts, bank loans and hire purchase agreements the liquidity risk is managed by ensuring that balances are maintained within the defined limits, and that payments are made in accordance with the terms of the debt. The monthly repayments of the debt are fixed and the Director is aware of the group's required finance and makes allowance for amounts due.

In order to mitigate against the operational risks in the sector that the group operates the Director maintains their awareness of the continual changes in laws and regulations and plans ahead accordingly.

MGB (Cornwall) Limited

Director's Report

Year Ended 31 January 2026

Employment of disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned.

In the event of staff members becoming disabled every effort is made to ensure that their employment within the group continues and that any necessary steps to accommodate are taken. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Streamlined energy and carbon reporting (SECR)

The SECR disclosure presents the group`s carbon footprint within the UK across Scope 1 and 2 emissions and total energy use of electricity, gas and transport fuel.

Conway Bailey Limited/MGB (Cornwall) Limited has elected to use Scope 1 and 2 CO2e (tonnes) by number of vehicles in the fleet and has chosen this metric as it is a common business metric for the industry sector.

This disclosure has been prepared in line with the group`s period end of 31 January 2026.

CO2e per vehicle has decreased due to better utilisation of vehicles in the fleet as well as the ongoing investment in new fleet.

Energy Efficiency Action Summary

The company/group invests in technology that tracks vehicle performance to promote the efficient usage of fuel. The company/group also invests in tractor units at the efficient Euro VI specification.

MGB (Cornwall) Limited

Director's Report

Year Ended 31 January 2026

Disclosure of information to the auditor

The director has taken 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 auditor is aware of that information. The director confirms that there is no relevant information that he knows of and of which he knows the auditor is unaware.

Approved and authorised by the director on 1 September 2026

.........................................
M G Bailey
Director

MGB (Cornwall) Limited

Statement of Director's Responsibilities

The director acknowledges his responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

•	select suitable accounting policies and apply them consistently;

•	make judgements and accounting estimates that are reasonable and prudent;

•	state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

•	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

MGB (Cornwall) Limited

Independent Auditor's Report to the Members of MGB (Cornwall) Limited

Opinion

We have audited the financial statements of MGB (Cornwall) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 group's and the parent company's affairs as at 31 January 2026 and of the group's profit for the year then ended;
•	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
•	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group and parent company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

MGB (Cornwall) Limited

Independent Auditor's Report to the Members of MGB (Cornwall) Limited

Other information

The director are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matter 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Director's Report.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
•	the parent company financial statements are not in agreement with the accounting records and returns; or
•	certain disclosures of director's remuneration specified by law are not made; or
•	we have not received all the information and explanations we require for our audit.

MGB (Cornwall) Limited

Independent Auditor's Report to the Members of MGB (Cornwall) Limited

Responsibilities of the director

As explained more fully in the Statement of Director's Responsibilities set out on page 7, the director is 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 director determines 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 director is responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group at the planning stage of the audit. Firstly, the group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related company legislation) and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Secondly, the group is subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or the loss of the group's licence to operate. In making this assessment we determined that the most significant elements of legislation include health and safety laws and regulations, employment laws and regulations, Operators License legislation and environmental legislation.

MGB (Cornwall) Limited

Independent Auditor's Report to the Members of MGB (Cornwall) Limited

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:

• Enquiring with management regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements. As part of these enquiries we also discussed with management whether there have been any known instances, allegations or suspicions of fraud.
• Considering the filings made at Companies House, and any omissions thereon.
• Reviewing Vehicle Operators Licensing documentation and agreeing details.
• Discussing with management compliance with operators license requirements and health and safety legislation.

We also evaluated the risk of fraud through management override including that arising from management’s incentives. The key risks we identified were with regards to the cut off of recognition of income or through management bias in selecting accounting estimates. In response to the identified risk, as part of our audit work we:

• Used data analytic software to test journal entries and other adjustments for appropriateness, and evaluating the business rationale for significant transactions outside the normal course of business.
• A review of estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the estimates. This focused on depreciation, and in particular the level of profit on disposal achieved in the current year and whether this was indicative of over depreciation of assets.
• Discussing with management compliance with operators license requirements and health and safety legislation.

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. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

MGB (Cornwall) Limited

Independent Auditor's Report to the Members of MGB (Cornwall) Limited

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Duncan Leslie BSc FCA (Senior Statutory Auditor)
PKF Francis Clark, Statutory Auditor

Lowin House
Tregolls Road
Truro
Cornwall
TR1 2NA

2 September 2026

MGB (Cornwall) Limited

Consolidated Profit and Loss Account

Year Ended 31 January 2026

	Note	2026 £	2025 £
Turnover	3	70,994,386	61,853,000
Cost of sales		(59,607,074)	(51,749,347)
Gross profit		11,387,312	10,103,653
Administrative expenses		(8,297,835)	(7,305,747)
Other operating income	4	1,129,133	983,247
Operating profit	5	4,218,610	3,781,153
Other interest receivable and similar income	9	-	13
Interest payable and similar expenses	10	(1,340,477)	(1,324,789)
		(1,340,477)	(1,324,776)
Profit before tax		2,878,133	2,456,377
Tax on profit	11	(791,988)	(684,747)
Profit for the financial year		2,086,145	1,771,630
Profit/(loss) attributable to:
Owners of the company		2,086,145	1,771,630

The group has no recognised gains or losses for the year other than the results above.

MGB (Cornwall) Limited

Consolidated Balance Sheet

31 January 2026

	Note	2026 £	2025 £
Fixed assets
Intangible assets	12	1,757,832	1,992,210
Tangible assets	13	32,886,648	28,311,613
Investment property	15	4,630,118	4,630,118
Other financial assets	14	6,250	6,250
		39,280,848	34,940,191
Current assets
Stocks	17	329,025	336,395
Debtors	18	17,338,469	15,550,697
Cash at bank and in hand		1,792,056	2,645,966
		19,459,550	18,533,058
Creditors: Amounts falling due within one year	20	(19,557,428)	(19,855,867)
Net current liabilities		(97,878)	(1,322,809)
Total assets less current liabilities		39,182,970	33,617,382
Creditors: Amounts falling due after more than one year	20	(14,298,841)	(11,411,386)
Provisions for liabilities	24	(5,412,014)	(4,620,026)
Net assets		19,472,115	17,585,970
Capital and reserves
Called up share capital	26	4	4
Merger reserve	27	15,099,997	15,099,997
Profit and loss account	27	4,372,114	2,485,969
Equity attributable to owners of the company		19,472,115	17,585,970
Shareholders' funds		19,472,115	17,585,970

Approved and authorised by the director on 1 September 2026

.........................................
M G Bailey
Director

Company Registration Number: 14668830

MGB (Cornwall) Limited

Balance Sheet

31 January 2026

	Note	2026 £	2025 £
Fixed assets
Investments	16	15,306,975	15,306,975
Current assets
Debtors	18	149,581	146,271
Cash at bank and in hand	19	69,541	1,716
		219,122	147,987
Creditors: Amounts falling due within one year	20	(998,914)	(3,128,552)
Net current liabilities		(779,792)	(2,980,565)
Total assets less current liabilities		14,527,183	12,326,410
Creditors: Amounts falling due after more than one year	20	(6,549,394)	(5,491,263)
Net assets		7,977,789	6,835,147
Capital and reserves
Called up share capital	26	4	4
Profit and loss account		7,977,785	6,835,143
Shareholders' funds		7,977,789	6,835,147

The company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The company made a profit after tax for the financial year of £1,342,642 (2025 - profit of £1,801,198).

Approved and authorised by the director on 1 September 2026

.........................................
M G Bailey
Director

Company Registration Number: 14668830

MGB (Cornwall) Limited

Consolidated Statement of Changes in Equity

Year Ended 31 January 2026

	Share capital £	Share premium £	Profit and loss account £	Total £	Total equity £
At 1 February 2025	4	15,099,997	2,485,969	17,585,970	17,585,970
Profit for the year	-	-	2,086,145	2,086,145	2,086,145
Dividends	-	-	(200,000)	(200,000)	(200,000)
At 31 January 2026	4	15,099,997	4,372,114	19,472,115	19,472,115

Share capital
£

Share premium
£

Other reserves
£

Profit and loss account
£

Total
£

Total equity
£

At 1 February 2024

4

15,099,997

-

1,114,339

16,214,340

16,214,340

Profit for the year

-

-

-

1,771,630

1,771,630

1,771,630

Other comprehensive income

-

-

405,262

(405,262)

-

-

Total comprehensive income

-

-

405,262

1,366,368

1,771,630

1,771,630

Dividends

-

-

-

(400,000)

(400,000)

(400,000)

Transfers

-

-

(405,262)

405,262

-

-

At 31 January 2025

4

15,099,997

-

2,485,969

17,585,970

17,585,970

The notes on pages 18 to 41 form an integral part of these financial statements.

Page 16

MGB (Cornwall) Limited

Consolidated Statement of Cash Flows

Year Ended 31 January 2026

	Note	2026 £	2025 £
Cash flows from operating activities
Profit for the year		2,086,145	1,771,630
Adjustments to cash flows from non-cash items
Depreciation and amortisation	5	6,628,671	5,750,593
Profit on disposal of tangible assets		(188,444)	(182,804)
Finance income	9	-	(13)
Finance costs	10	1,340,477	1,324,789
Income tax expense	11	791,988	684,747
		10,658,837	9,348,942
Working capital adjustments
Decrease/(increase) in stocks	17	7,370	(17,911)
Increase in trade debtors	18	(1,787,772)	(1,380,877)
(Decrease)/increase in trade creditors	20	(447,149)	1,293,859
Increase/(decrease) in deferred income, including government grants		10,809	(4,674)
Cash generated from operations		8,442,095	9,239,339
Income taxes paid	11	-	(699,633)
Net cash flow from operating activities		8,442,095	8,539,706
Cash flows from investing activities
Interest received		-	13
Acquisitions of tangible assets		(3,089,913)	(1,655,807)
Proceeds from sale of tangible assets		789,701	405,425
Net cash flows from investing activities		(2,300,212)	(1,250,369)
Cash flows from financing activities
Interest paid	10	(1,340,477)	(1,324,789)
Proceeds from bank borrowing draw downs		(1,161,132)	(1,631,229)
Repayment of other borrowing		(174,634)	(403,332)
Payments to finance lease creditors		(4,119,550)	(5,323,510)
Dividends paid		(200,000)	(400,000)
Net cash flows from financing activities		(6,995,793)	(9,082,860)
Net decrease in cash and cash equivalents		(853,910)	(1,793,523)
Cash and cash equivalents at 1 February		2,645,966	4,439,489
Cash and cash equivalents at 31 January		1,792,056	2,645,966

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

1	General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Venayr Goonearl
Scorrier
Redruth
Cornwall
TR16 5EB

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

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

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The functional and monetary currency used in these financial statements is pound sterling, with values rounded to the nearest pound.

The preparation of financial statements in conformity with FRS102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are outlined within this note.

The company has taken advantage of the exemption in section 408 of the Companies Act from disclosing its individual profit and loss account. The profit of the company for the period was £1,342,642 (2025 - £1,801,198).

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

Summary of disclosure exemptions

FRS102 allows a qualifying entity certain disclosure exemptions within its consolidated financial statements, which have been taken advantage of:

i) From preparing a statement of cash flows on the basis that it is a qualifying entity and the consolidated statement of cash flows, included in these financial statements, includes the Company's cash flows;

ii) From the financial instrument disclosures, required under FRS102 paragraphs 11.39 to 11.48A as the information is provided in the consolidated financial statement disclosures.

The Group and Company has also taken advantage of the exemption under FRS102 paragraph 33.1A in respect of transactions between members of the group, on the basis that the group companies are 100% owned.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 January 2026.

As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

Going concern

The directos has assessed the group’s ability to continue as a going concern and is satisfied that it remains appropriate to adopt the going concern basis in preparing the financial statements.

The group’s performance is dependent upon the continued retention of its Vehicle Operator’s Licence. Robust controls are in place to ensure ongoing compliance with all regulatory requirements, including the monitoring of driver hours, together with a strong emphasis on driver welfare and the effective maintenance of the vehicle fleet.

The current economic environment presents several challenges, including volatility in oil prices arising from tensions in the Gulf region, increasing cost-of-living pressures, and continued constraints on staffing resources. These factors contribute to a degree of uncertainty in trading conditions.

In assessing the group’s going concern position, the director has considered forecasts and cash flow projections, considering reasonably possible changes in trading performance and cost pressures.

Having taken the above factors into account, the director is confident that the group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements.

Changes in accounting policy

Changes to FRS 102 in future periods

The FRC has published changes to rules around the revenue and leases which will take effect in next year's accounts. We expect that in future years our main leases, including those for our warehouses, will be brought onto the balance sheet as right-of-use assets and lease liabilities. Payments on these leases after 1 February 2026 will be classified as depreciation or interest payable.

There is no requirement to restate figures from previous years, so we do not expect any changes to the figures we report here for the year to 31 January 2026 or any earlier periods.

Revenue recognition

Turnover represents the fair value of consideration received or receivable for the provision of haulier and transport contracting services by the company. This consideration is stated net of VAT and any rebates or discounts.

Turnover for the provision of haulage services is recognised by the company at the point of delivery of goods to the customer. Where goods have been delivered but are not invoiced at the year end the sales value is provided for as accrued income and recognised within debtors.

Turnover for the provision of storage services is recognised when items are stored and invoiced.

Turnover in respect of the sale of vehicles to third parties (where the vehicles are purchased for resale rather than use by the company) is recognised at the point of exchange to the customer.

Other operating income relates to rental income, which is recognised on an accruals basis. Where rent is invoiced in advance the element not relating to the current year is deferred and recognised within creditors.

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

Tax

Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation 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 group operates and generates taxable income.

Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the consolidated profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class	Depreciation method and rate
Freehold land	Not depreciated
Freehold buildings	Straight line over 50 years
Other property, plant and equipment	10% - 50% reducing balance and straight line
Motor vehicles	10% - 50% reducing balance and straight line

Investment property

Investment property is carried at fair value which is derived by the Director. In making this assessment the Director makes use of observable market prices, adjusted if necessary for any difference in the nature, location or condition of the specific asset.

Changes in fair value are recognised in profit or loss.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

Goodwill

Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class	Amortisation method and rate
Goodwill	Straight line over 10 years

Investments

Investments in subsidiaries are recognised at cost.

Dividends are recognised at the point that they have been declared by the entity in which the group has a shareholding.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost
is determined using the first-in, first-out (FIFO) method.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

Financial instruments

Classification
The company holds the following financial instruments:

• Short term trade and other debtors and creditors;
• Bank loans; and
• Cash and bank balances.

All financial instruments are classified as basic.

Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.

Except for bank loans, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.

Bank loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

Key sources of estimation and uncertainty

Estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The key judgement that has a significant effect on the financial statements is in respect of going concern, as described in the above accounting policy.

Assessment of depreciation and useful lives (note 13)
The key estimates that have a significant effect on the amounts recognised in the financial statements are described below:

Given the primary operations of the group the accounting estimates surrounding depreciation of fleet vehicles is a significant area of judgement. Management are constantly investing in vehicles, and at times this involves trade in of vehicles, and as such they are aware of the value of vehicles in making assessments in residual values. At the same time management also invest in maintaining their fleet to a high standard.

At the balance sheet date the carrying value of property, plant and equipment was £32,886,648 (2025 - £28,311,613).

Carrying value of investments (note 16)
The company has investments in subsidiary undertakings which are carried at cost. The director has considered this carrying value in light of the performance of the companies and is satisfied that no impairment is required to be recognised.

At the balance sheet date the carrying value of investments was £15,306,975 (2025 - £15,306,975).

Turnover

The analysis of the group's Turnover for the year from continuing operations is as follows:

	2026 £	2025 £
Rendering of services	70,994,386	61,853,000

The analysis of the group's Turnover for the year by class of business is as follows:

	2026 £	2025 £
Provision of haulage services	69,444,623	60,070,047
Provision of storage solutions	1,549,763	1,782,953
	70,994,386	61,853,000

The analysis of the group's Turnover for the year by market is as follows:

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

	2026 £	2025 £
UK	70,873,463	61,677,663
Europe	120,923	175,337
	70,994,386	61,853,000

4	Other operating income

The analysis of the group's other operating income for the year is as follows:

	2026 £	2025 £
Rental income	651,041	848,796
Miscellaneous other operating income	478,092	134,451
	1,129,133	983,247

5	Operating profit

Arrived at after charging/(crediting)

	2026 £	2025 £
Depreciation expense	6,394,293	5,516,215
Amortisation expense	234,378	234,378
Operating lease expense - property	579,435	832,722
Operating lease expense - plant and machinery	55,360	91,439
Profit on disposal of property, plant and equipment	(188,444)	(182,804)

6	Staff costs

The aggregate payroll costs (including director's remuneration) were as follows:

	2026 £	2025 £
Wages and salaries	21,219,800	17,327,140
Social security costs	2,680,853	1,810,243
Pension costs, defined contribution scheme	637,786	439,945
Other employee expense	95,872	59,752
	24,634,311	19,637,080

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

The average number of persons employed by the group (including the director) during the year, analysed by category was as follows:

	2026 No.	2025 No.
Production	428	371
Administration and support	100	59
	528	430

7	Director's remuneration

The director's remuneration for the year was as follows:

	2026 £	(As restated) 2025 £
Contributions paid to money purchase schemes	65,000	50,000

During the year the number of directors who were receiving benefits and share incentives was as follows:

	2026 No.	2025 No.
Accruing benefits under money purchase pension scheme	1	1

8	Auditor's remuneration

	2026 £	2025 £
Audit of these financial statements	2,940	1,500
Audit of the financial statements of subsidiaries of the company pursuant to legislation	34,720	32,370
	37,660	33,870
Other fees to auditors
Taxation compliance services	5,380	5,610
All other assurance services	10,760	11,750
	16,140	17,360

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

9	Other interest receivable and similar income

	2026 £	2025 £
Interest income on bank deposits	-	13

10	Interest payable and similar expenses

	2026 £	2025 £
Interest on bank overdrafts and borrowings	542,241	720,328
Interest on obligations under finance leases and hire purchase contracts	775,913	593,758
Interest expense on other finance liabilities	22,323	10,703
	1,340,477	1,324,789

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

Taxation

Tax charged/(credited) in the consolidated profit and loss account

	2026 £	2025 £
Deferred taxation
Arising from origination and reversal of timing differences	791,988	684,747

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2025 - higher than the standard rate of corporation tax in the UK) of 25% (2025 - 25%).

The differences are reconciled below:

	2026 £	2025 £
Profit before tax	2,878,133	2,456,377
Corporation tax at standard rate	719,533	614,094
Effect of expense not deductible in determining taxable profit (tax loss)	72,455	70,653
Total tax charge	791,988	684,747

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

Deferred tax

Group

Deferred tax assets and liabilities

2026	Asset £	Liability £
Capital allowances in excess of depreciation	-	4,825,347
Chargeable gains	-	840,611
Tax losses	-	(224,116)
Other timing differences	-	(29,828)
	-	5,412,014

2025	Asset £	Liability £
Capital allowances in excess of depreciation	-	4,091,131
Chargeable gains	-	970,348
Tax losses	-	(416,311)
Other timing differences	-	(25,142)
	-	4,620,026

The company has no deferred tax.

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

12	Intangible assets

Group

Goodwill
£

Total
£

Cost or valuation

At 1 February 2025

2,343,777

2,343,777

At 31 January 2026

2,343,777

2,343,777

Amortisation

At 1 February 2025

351,567

351,567

Amortisation charge

234,378

234,378

At 31 January 2026

585,945

585,945

Carrying amount

At 31 January 2026

1,757,832

1,757,832

At 31 January 2025

1,992,210

1,992,210

The intangible assets shown above have arisen on acquisition of subsidiary undertakings.

Amortisation of goodwill is recognised within administrative expenses.

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

13	Tangible assets

Group

Land and buildings
£

Long leasehold land and buildings
£

Motor vehicles
£

Other tangible assets
£

Total
£

Cost or valuation

At 1 February 2025

7,464,053

955,500

22,984,716

1,344,093

32,748,362

Additions

304,254

-

10,029,498

1,236,833

11,570,585

Disposals

-

-

(4,091,970)

(206,108)

(4,298,078)

At 31 January 2026

7,768,307

955,500

28,922,244

2,374,818

40,020,869

Depreciation

At 1 February 2025

34,519

25,274

4,142,578

234,378

4,436,749

Charge for the year

54,011

-

6,040,489

299,793

6,394,293

Eliminated on disposal

-

-

(3,619,575)

(77,246)

(3,696,821)

At 31 January 2026

88,530

25,274

6,563,492

456,925

7,134,221

Carrying amount

At 31 January 2026

7,679,777

930,226

22,358,752

1,917,893

32,886,648

At 31 January 2025

7,429,534

930,226

18,842,138

1,109,715

28,311,613

Included in land and buildings above is £557,021 in respect of leasehold property.

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

	2026 £	2025 £
Motor vehicles	17,282,823	12,776,523
Plant and machinery	942,729	-
	18,225,552	12,776,523

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

Contractual commitments for the acquisition of property, plant and equipment

Contractual commitments for the acquisition of tangible assets were as follows:

	2026 £	2025 £
Vehicles	2,985,030	3,249,100

The amounts shown above are pledged as security against hire purchase balances and bank borrowings.

14	Other financial assets

Group

Cost less impairment
£

Total
£

Non-current financial assets

Cost or valuation

Additions

6,250

6,250

At 31 January 2026

6,250

6,250

Impairment

Carrying amount

At 31 January 2026

6,250

6,250

15

Investment properties

Group

	2026 £
At 1 February 2025	4,630,118
At 31 January 2026	4,630,118

The fair value of the company's investment property was revalued on 31 January 2025 based on a directors valuation leveraging third party information. The basis of this valuation was open market value. The directors have reviewed the value of the company's investment property as at 31 January 2026 and are confident it is materially consistent with the fair value.

Movements in fair value in a period are not subject to corporation tax, however notional gains that would arise upon the disposal of assets held at fair value are recognised as part of the deferred tax liability.

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

16	Investments

Company

	2026 £	2025 £
Investments in subsidiaries	15,306,975	15,306,975

Subsidiaries

£

Cost or valuation

At 1 February 2025

15,306,975

Provision

Carrying amount

At 31 January 2026

15,306,975

At 31 January 2025

15,306,975

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking	Registered office	Holding	Proportion of voting rights and shares held
			2026	2025
Subsidiary undertakings
Conway Bailey Transport Limited	England and Wales	Ordinary	100%	100%
RR Transport Limited	England and Wales	Ordinary	100%	100%
Bailey Holdings Limited	England and Wales	Ordinary	100%	100%
Trebletime Limited	England and Wales	Ordinary	100%	100%

The registered office of each of the named entities is Venayr Goonearl, Scorrier, Redruth, TR16 5EB. All interests shown in the table are direct apart from the interest in Trebletime Limited which is is indirectly controlled through ownership of the entire share capital of Bailey Holdings Limited

The operation of Conway Bailey Transport Limited and RR Transport Limited is the provision of haulage and cold storage services. The operation of Bailey Holdings Limited is that of property rental and ancillary services. Trebletime Limited is a dormant company.

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

Stocks

	Group		Company
	2026 £	2025 £	2026 £	2025 £
Other inventories	329,025	336,395	-	-

Debtors

		Group		Company
	Note	2026 £	2025 £	2026 £	2025 £
Trade debtors		11,127,255	10,063,974	-	-
Amounts owed by related parties	29	2,689,430	1,886,212	141,471	146,271
Other debtors		1,715,630	1,866,230	-	-
Prepayments and accrued income		1,234,216	1,162,343	8,110	-
Income tax asset	11	571,938	571,938	-	-
		17,338,469	15,550,697	149,581	146,271

19	Cash and cash equivalents

	Group		Company
	2026 £	2025 £	2026 £	2025 £
Cash on hand	57	57	-	-
Cash at bank	1,791,999	2,645,909	69,541	1,716
	1,792,056	2,645,966	69,541	1,716

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

Creditors

		Group		Company
	Note	2026 £	2025 £	2026 £	2025 £
Due within one year
Loans and borrowings	21	11,377,174	11,239,273	654,465	2,873,728
Trade creditors		4,139,667	3,936,088	-	-
Amounts due to group undertakings	29	-	-	314,704	254,824
Social security and other taxes		1,369,183	1,280,254	-	-
Outstanding defined contribution pension costs		119,307	100,572	-	-
Other creditors		70,902	1,007,220	-	-
Accruals and deferred income		1,060,596	871,861	29,745	-
Corporation tax	11	1,420,599	1,420,599	-	-
		19,557,428	19,855,867	998,914	3,128,552
Due after one year
Loans and borrowings	21	14,298,841	11,411,386	6,549,394	5,491,263

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

21	Loans and borrowings

Current loans and borrowings

	Group		Company
	2026 £	2025 £	2026 £	2025 £

Bank borrowings	654,465	2,873,728	654,465	2,873,728
Hire purchase contracts	6,379,791	3,847,993	-	-
Other borrowings	4,342,918	4,517,552	-	-
	11,377,174	11,239,273	654,465	2,873,728

Non-current loans and borrowings

	Group		Company
	2026 £	2025 £	2026 £	2025 £

Bank borrowings	6,549,394	5,491,263	6,549,394	5,491,263
Hire purchase contracts	7,749,447	5,920,123	-	-
	14,298,841	11,411,386	6,549,394	5,491,263

The amounts shown as bank loans are secured by means of fixed and floating charge over the group assets. The amounts shown as other borrowings relate to invoice discounting liabilities which are secured against the debtor book.

Amounts shown as hire purchase are secured against the assets to which they relate.

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

22	Analysis of changes in net debt

Group

	At 1 February 2025 £	Financing cash flows £	At 31 January 2026 £
Cash and cash equivalents
Cash	2,645,966	(853,910)	1,792,056
Borrowings
Bank borrowings	(8,364,991)	1,161,132	(7,203,859)
Other borrowings	(4,517,552)	174,634	(4,342,918)
Hire purchase liabilities	(9,768,116)	(4,361,122)	(14,129,238)
	(22,650,659)	(3,025,356)	(25,676,015)

	(20,004,693)	(3,879,266)	(23,883,959)

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

23	Obligations under leases and hire purchase contracts

Group

Finance leases

The total of future minimum lease payments is as follows:

	2026 £	2025 £
Not later than one year	6,379,791	3,847,993
Later than one year and not later than five years	5,099,721	5,920,123
Later than five years	2,649,726	-
	14,129,238	9,768,116

Operating leases

The total of future minimum lease payments is as follows:

	2026 £	2025 £
Not later than one year	561,315	549,948
Later than one year and not later than five years	1,643,818	2,047,575
Later than five years	-	100,000
	2,205,133	2,697,523

Operating leases - lessor

The total of future minimum lease payments is as follows:

	2026 £	2025 £
Not later than one year	389,250	300,092
Later than one year and not later than five years	891,500	635,292
Later than five years	62,625	57,500
	1,343,375	992,884

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

24	Provisions for liabilities

Group

	Deferred tax £	Total £
At 1 February 2025	4,620,026	4,620,026
Additional provisions	791,988	791,988
At 31 January 2026	5,412,014	5,412,014

25	Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £637,786 (2025 - £439,945).

Contributions totalling £119,307 (2025 - £100,572) were payable to the scheme at the end of the year and are included in creditors.

26	Share capital

Allotted, called up and fully paid shares

	2026		2025
	No.	£	No.	£
Ordinary share of £1 each	4	4	4	4

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

Reserves

Group

Share capital

Share capital represents the nominal value of shares that have been issued.

Profit and loss account

The profit and loss account includes all current period retained profits as well as fair value of movements on investment properties at a group level

Merger reserve

The merger reserve relates to the excess of fair value on the issue of shares over nominal value.

28	Non adjusting events after the financial period

Post year end acquisition of new subsidiary:

Subsequent to the year end, MGB (Cornwall) Limited acquired a 70% interest in a newly incorporated subsidiary, MGB (Cornwall) Investment 1 Limited. Following its incorporation, the subsidiary invested in a third of the issued share capital of Amoric International Limited on 19 May 2026.

The incorporation of the subsidiary, the parent company's investment in that entity and the investment in the target group were completed after the reporting date and therefore do not affect the assets and liabilities recognised in these financial statements as at 31 January 2026.

The directors have considered the transaction and concluded that it represents a non-adjusting event occurring after the end of the reporting period. Accordingly, no adjustment has been made to the amounts recognised in these financial statements.

Re-financing of bank borrowings:

Subsequent to the year end, the group completed a re-financing of its existing bank borrowings. Under the revised financing arrangements, the group entered into a new term loan facility of £7,169,000.

The new facility bears interest at a rate of 1.95% per annum above the Bank of England Base Rate and replaces the previous borrowing arrangements.

MGB (Cornwall) Limited

Notes to the Financial Statements

Year Ended 31 January 2026

29	Related party transactions

Transactions with the Director
During the period the group has operated a loan with the Director which is interest free, unsecured and repayable on demand.

Total advances on this loan (which includes amounts subsumed on acquisition of subsidiary undertakings) were £214,678 (2025 - £213,871), repayments of £205,985 (2025 - £1,132,059), with the balance outstanding at the balance sheet date being £1,511,212 (2025 - £1,502,519).

Key management remuneration
Key management for the group comprises of the Director, as well as directors in the subsidiary undertakings.

During the period total remuneration paid to key management was £442,600 (2025 - £295,652).

Transactions with other related parties
During the period the group has transacted with companies which are connected to M G Bailey, Director through common shareholdings and directorships.

The group has operated loans with those entities which are unsecured, interest free and repayable on demand. Total advances on these loans, which includes amounts subsumed on the acquisition of subsidiary undertakings, was £474,654 (2025 - £1,233,003).

The group has a rental agreement with a related party under the control of M G Bailey, Director. During the year rent of £400,000 (2025: £400,000) was charged.

At the balance sheet date the outstanding balance with these entities was £2,689,430 (2025 - £2,214,776).

30	Parent and ultimate parent undertaking

The ultimate controlling party is M G Bailey.

	Share capital £	Share premium £	Other reserves £	Profit and loss account £	Total £	Total equity £
At 1 February 2024	4	15,099,997	-	1,114,339	16,214,340	16,214,340
Profit for the year	-	-	-	1,771,630	1,771,630	1,771,630
Other comprehensive income	-	-	405,262	(405,262)	-	-
Total comprehensive income	-	-	405,262	1,366,368	1,771,630	1,771,630
Dividends	-	-	-	(400,000)	(400,000)	(400,000)
Transfers	-	-	(405,262)	405,262	-	-
At 31 January 2025	4	15,099,997	-	2,485,969	17,585,970	17,585,970

	Goodwill £	Total £
Cost or valuation
At 1 February 2025	2,343,777	2,343,777
At 31 January 2026	2,343,777	2,343,777
Amortisation
At 1 February 2025	351,567	351,567
Amortisation charge	234,378	234,378
At 31 January 2026	585,945	585,945
Carrying amount
At 31 January 2026	1,757,832	1,757,832
At 31 January 2025	1,992,210	1,992,210

	Land and buildings £	Long leasehold land and buildings £	Motor vehicles £	Other tangible assets £	Total £
Cost or valuation
At 1 February 2025	7,464,053	955,500	22,984,716	1,344,093	32,748,362
Additions	304,254	-	10,029,498	1,236,833	11,570,585
Disposals	-	-	(4,091,970)	(206,108)	(4,298,078)
At 31 January 2026	7,768,307	955,500	28,922,244	2,374,818	40,020,869
Depreciation
At 1 February 2025	34,519	25,274	4,142,578	234,378	4,436,749
Charge for the year	54,011	-	6,040,489	299,793	6,394,293
Eliminated on disposal	-	-	(3,619,575)	(77,246)	(3,696,821)
At 31 January 2026	88,530	25,274	6,563,492	456,925	7,134,221
Carrying amount
At 31 January 2026	7,679,777	930,226	22,358,752	1,917,893	32,886,648
At 31 January 2025	7,429,534	930,226	18,842,138	1,109,715	28,311,613

	Cost less impairment £	Total £
Non-current financial assets
Cost or valuation
Additions	6,250	6,250
At 31 January 2026	6,250	6,250
Impairment
Carrying amount
At 31 January 2026	6,250	6,250

Subsidiaries	£
Cost or valuation
At 1 February 2025	15,306,975
Provision
Carrying amount
At 31 January 2026	15,306,975
At 31 January 2025	15,306,975