MBH : 2021 Annual Report

Financial Report

2021

PLEASE VISIT THE 2021 ANNUAL REPORT MICROSITE

MBHCORPORATION.COM/FINANCIAL-REPORT-2021

COMPANY REGISTRATION 10238873

MBH CORPORATION PLC
FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2021
CONTENTS	PAGES
Officers and Professional Advisers	1
The Directors' Report	2
Directors' Responsibilities Statement	4
The Group Strategic Report	5
Corporate Governance Statement	9
Streamlined Energy & Carbon Reporting	14
Independent Auditor's Report	15
Consolidated Financial Statements for the Group	20
Notes to the Consolidated Financial Statements	24
Parent Company Financial Statements	74
Notes to the Parent Company Financial Statements	76

MBH CORPORATION PLC

OFFICERS AND PROFESSIONAL ADVISERS 31 DECEMBER 2021

The Board of DirectorsCompany registration number

Mr Callum Arthur Michael Laing Ms Victoria Anne Sylvester

Ms Svetlana Coronado (resigned 31 July 2021)

Mr Stanislaw Jozef Patey

Ms Margaret Manning (resigned on 14 January 2022)

Ms Lisa Claire Maynard-Atem (appointed on 14 January 2022)

10238873

Registered officeAuditorsShare registrar

7 Royal Victoria Patriotic Building John Archer Way

London SW18 3SX United KingdomBarnes Roffe LLP

Chartered Accountants & Statutory Auditors Charles Lake House

Claire Causeway Crossways Business Park Dartford DA2 6QA United Kingdom

Avenir Registrars Limited 5 St John's Lane Farringdon London EC1M 4BH United Kingdom

UK solicitors to the CompanyStock exchange listing

Charles Russell Speechlys LLP 5 Fleet Place

London EC4M 7RDMBH Corporation plc is listed on:

• ● Primärmarkt of the Düsseldorf Stock Exchange (M8H:GR)

• ● Frankfurt Stock Exchange (M8H)

• ● OTC Markets Group Inc (OTCMKTS: MBHCF)

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The Directors present their report together with the consolidated financial statements of the consolidated Group comprising of MBH Corporation plc ("the Company") and its subsidiaries (collectively referred to as "the Group" or "MBH") for the year ended 31 December 2021.

RESULTS AND DIVIDENDS

The total profit for the year amounted to £66,000 after tax. We note that the profit after tax represents acquisitions that were completed during the year (refer note 29 for acquisition dates). The Directors have recommended a dividend of EUR 0.005 per share.

DIRECTORS

The Directors who served the Company during the year were as follows:

Mr Callum Arthur Michael Laing

Ms Victoria Anne Sylvester

Ms Svetlana Coronado (resigned 31 July 2021)

Mr Stanislaw Jozef Patey

Ms Margaret Manning (resigned on 14 January 2022)

Ms Lisa Claire Maynard-Atem (appointed on 14 January 2022)

Company Secretary

Ms Victoria Anne Sylvester was appointed Company Secretary on 10 October 2020.

STRATEGIC REPORT

In accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 the Company has chosen to set out in the Company's Strategic Report the information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

FINANCIAL INSTRUMENTS

The Group's principal financial instruments comprise bank balances, trade and other payables and trade and other receivables, loans and borrowings, bonds and contingent consideration. The main purpose of these instruments is to provide funds to finance the Group's operations and activities. The main risks arising from the financial instruments are credit risk, liquidity risk and market risk. Further details of the principal risks facing the Group are included in the Strategic Report.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The company takes supplier and customer involvement seriously ensuring that any concerns that they raise are dealt with by the management team, and if it is material by amount or nature, will be raised to the Board of Directors.

GOING CONCERN

The Group has considerable financial resources, together with committed contracts with numerous customers and suppliers across different geographic areas and market sectors. As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully despite the uncertainties in the global economic outlook.

After making enquiries, the Directors have a reasonable expectation that the Group and parent company have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.

EMPLOYEES AND EQUAL OPPORTUNITY

Our employees are vital to the success of the Group. We want to attract, motivate and retain the best people to deliver great customer service and help our business to grow. The diversity of the subsidiary companies of MBH Corporation Plc requires the Group to promote a culture of equality and diversity through our policies, procedures and working practices. No employee or potential employee therefore receives less favourable treatment due to their sex, race (including creed, colour, nationality, ethnic or national origins), pregnancy or maternity, religious beliefs, sex change, sexual orientation, marital or parental status, connections with a national minority, membership or non-membership of a trade union, age, political belief or disability where a reasonable adjustment cannot be made. We want to ensure that all our employees receive equal and fair treatment, and this applies to recruitment and selection, terms and conditions of employment, promotion, training, development opportunities and employment benefits.

We believe in creating a culture throughout the Group that is free from discrimination and harassment and will not permit or tolerate discrimination in any form. In terms of equal opportunities, the Group gives full and fair consideration to applications for employment when these are received from disabled people. Should an employee become disabled when working for the Group, we will endeavour to adapt the work environment and provide retraining if necessary so that they may continue their employment.

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Training, career development and promotion opportunities are equally applied for all our employees, regardless of disability.

We provide a range of learning opportunities and initiatives that are designed to help our employees develop their skills and experience. These include online courses, workshops, mentoring and coaching and during the covid pandemic our employees were upskilled where necessary to ensure they were able to meet any new working conditions. To ensure the safety of all employees and customers during the COVID-19 outbreak, we rolled out a number of precautions and policies we deemed necessary to ensure they were fully aware of the operational changes and health and safety precautions introduced in response to the pandemic.

Employee Involvement

Our ESG committee ensures engagement from employees within our companies with regards to equality and diversity across the Group and this committee is represented at board level by the ESG Board Representative.

Employee engagement is supported through clear communication of the Group's performance and objectives, and in addition the individual company's role in achieving the group objectives. This information is cascaded in various forums and formats which includes team briefings, employee events, intranet sites and newsletters.

Each company who joins the Group has an incentive plan as part of the earn out consideration in each acquisition agreement. The principals of the companies have agreed to share such incentives with their employees as and when employees have shown the characteristics to promote the objectives and culture of the Group.

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