REGISTERED NUMBER: 11267668 (England and Wales) |
Merlin Diesel Holdings Limited |
Group Strategic Report, |
Report of the Directors and |
Audited |
Consolidated Financial Statements |
for the Year Ended 31 July 2024 |
REGISTERED NUMBER: 11267668 (England and Wales) |
Merlin Diesel Holdings Limited |
Group Strategic Report, |
Report of the Directors and |
Audited |
Consolidated Financial Statements |
for the Year Ended 31 July 2024 |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Contents of the Consolidated Financial Statements |
for the year ended 31 July 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 5 |
Report of the Independent Auditors | 7 |
Consolidated Income Statement | 10 |
Consolidated Other Comprehensive Income | 11 |
Consolidated Balance Sheet | 12 |
Company Balance Sheet | 13 |
Consolidated Statement of Changes in Equity | 14 |
Company Statement of Changes in Equity | 15 |
Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Cash Flow Statement | 17 |
Notes to the Consolidated Financial Statements | 19 |
Merlin Diesel Holdings Limited |
Company Information |
for the year ended 31 July 2024 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants and |
Statutory Auditor |
28 Eaton Avenue |
Matrix Office Park |
Buckshaw Village |
Chorley |
Lancashire |
PR7 7NA |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Group Strategic Report |
for the year ended 31 July 2024 |
The directors present their strategic report of the company and the group for the year ended 31 July 2024. |
REVIEW OF BUSINESS |
Merlin Diesel Holdings Limited is the parent company of a group dedicated to the supply of parts and servicing of fuel systems for diesel engines. In addition the Group manufactures the machinery necessary for servicing and testing fuel systems for all diesel engines including large marine engines and generators. |
The Group recorded sales in the year ended 31 July 2024 of £75.0m (2023: £68.5m), an increase of £6.5m (9.5%). Despite the strengthening of sterling over the euro, the Group's products continue to be attractive to the European market, as well as domestically. |
The gross margin percentage has remained consistent at 25.5% (2023: 26.1%) and with the increased revenues this has flowed through to create operating profit of £7.4m (2023: £6.6m). |
The Group continued to invest in stock holding during the year and the closing net stock balance was £31.0m (2023: £28.8m). |
At 31 July 2024 the net assets, excluding non controlling interests, of the Group were £31.2m (2023: £26.7m). |
PRINCIPAL RISKS AND UNCERTAINTIES |
The principal risks and uncertainties facing the company relate to: |
- | Maintaining margins and cash management. |
- | Maintaining a quality stockholding. |
- | Liquidity risk and annual renewal of overdraft facility. |
- Impact of trading resulting from the Ukraine conflict. |
- | Adverse exchange rate movements. |
KEY PERFORMANCE INDICATORS |
2024 | 2023 |
Gross profit margins (gross profit/turnover) | 25.5% | 26.1% |
Net stockholding | £31.0m | £28.8m |
Stock turn (stock/cost of sales x 365 days) | 203 days | 208 days |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Group Strategic Report |
for the year ended 31 July 2024 |
SECTION 172(1) STATEMENT |
Introduction |
As directors we are committed to promoting the success of the company for the benefit of the Group as a whole. In doing so, we have regard to the matters set out in Section 172(1) of the Companies Act 2006. |
Long-Term Decision Making |
We consider the likely consequences of our decisions in the long term. This includes evaluating the sustainability of our business model, investing in innovation, and ensuring that our strategic plans align with our long-term goals. |
Employee Interests |
Our employees are our most valuable asset. We strive to create a positive working environment, offer opportunities for professional development, and ensure fair treatment and equal opportunities for all. |
The board address the employees in forums to update them on the Group's performance and to enable employees to put forward comments and feedback together with any suggestions for change. |
Business Relationships |
Under S172 of the Companies Act 2006 the directors have a duty to act in good faith in a way that is most likely to promote the success of the Group for the benefit of its members as a whole, having regard to the likely consequences of decisions for the long term, the interests of the Group's employees, the need to foster relationships with suppliers, customers, and other stakeholders, the impact on the community and the environment, maintaining a reputation for high standards of business conduct, and the need to act fairly as between members of the Group. |
Regular supply meetings take place where any feedback on quality, delivery and payment times can be discussed openly and honestly. |
Community and Environment |
We are committed to minimizing our environmental impact and contributing positively to the communities in which we operate. This includes implementing sustainable practices and supporting local initiatives or charities for example wherever possible. |
High Standards of Business Conduct |
Maintaining a reputation for high standards of business conduct is crucial to our success. We adhere to ethical practices, comply with all relevant regulations, and promote a culture of integrity within the company. |
Fairness Between Members |
The Directors and staff own 100% of the shares of Merlin Diesel Holdings Limited, and as such the shareholders of Merlin Diesel Holdings Limited hold an implicit knowledge of the decisions made by the Directors. |
Conclusion |
The directors are dedicated to promoting the success of the group while considering the broader impact of our actions on employees, business partners, the community, and the environment. |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Group Strategic Report |
for the year ended 31 July 2024 |
ENERGY AND EMISSIONS REPORT |
In the year we consumed the following energy in the support of the trade. |
2024 | 2023 |
UK energy use kWh | 1,472,877 | 1,171,697 |
Associated greenhouse gas emissions - tonnes of CO2 equivalent |
304.96 |
242.63 |
Intensity ratio emissions per £million turnover | 4.06 | 3.54 |
UK energy use covers gas and electricity at our warehouse. Associated greenhouse gases have been calculated using the methodology set out in "2024 Government Greenhouse Gas Conversion Factors for Company Reporting". |
ON BEHALF OF THE BOARD: |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Report of the Directors |
for the year ended 31 July 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 31 July 2024. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of holding company |
DIVIDENDS |
A dividend of £1,157,222 (2023: £1,193,196) was paid in the year. |
FUTURE DEVELOPMENTS |
The Group is totally dedicated to maintaining a high quality service, with the right machinery and the necessary highly skilled engineers. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 August 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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; |
- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
- | 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information. |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Report of the Directors |
for the year ended 31 July 2024 |
AUDITORS |
The auditors, McMillan & Co LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Merlin Diesel Holdings Limited |
Opinion |
We have audited the financial statements of Merlin Diesel Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 of the parent company affairs as at 31 July 2024 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 Auditors' 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 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 group's and the parent 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 Group 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 Group 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 Group 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 |
Merlin Diesel Holdings Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 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 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 five, 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 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 directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
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: |
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
- | the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
- | we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector; |
- | we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; |
- | we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
- | identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
Report of the Independent Auditors to the Members of |
Merlin Diesel Holdings Limited |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
- | making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
- | considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we: |
- | performed analytical procedures to identify any unusual or unexpected relationships; and |
- | tested journal entries to identify unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- | agreeing financial statement disclosures to underlying supporting documentation; |
- | reading the minutes of meetings of those charged with governance; |
- | enquiring of management as to actual and potential litigation and claims; and |
- | reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
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. |
for and on behalf of |
Chartered Accountants and |
Statutory Auditor |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Consolidated Income Statement |
for the year ended 31 July 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
TURNOVER | 3 | 75,027,831 | 68,509,204 |
Cost of sales | 55,925,501 | 50,652,248 |
GROSS PROFIT | 19,102,330 | 17,856,956 |
Distribution costs | 7,154,059 | 6,983,813 |
Administrative expenses | 4,543,633 | 4,275,404 |
11,697,692 | 11,259,217 |
7,404,638 | 6,597,739 |
Other operating income | - | 12,941 |
OPERATING PROFIT | 5 | 7,404,638 | 6,610,680 |
Interest receivable and similar income | 40,797 | 19,034 |
Other finance income | 24 | 45,000 | 3,000 |
85,797 | 22,034 |
7,490,435 | 6,632,714 |
Interest payable and similar expenses | 6 | 172,094 | 205,261 |
PROFIT BEFORE TAXATION | 7,318,341 | 6,427,453 |
Tax on profit | 7 | 1,577,733 | 1,213,567 |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 5,623,342 | 5,184,007 |
Non-controlling interests | 117,266 | 29,879 |
5,740,608 | 5,213,886 |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Consolidated Other Comprehensive Income |
for the year ended 31 July 2024 |
2024 | 2023 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 5,740,608 | 5,213,886 |
OTHER COMPREHENSIVE INCOME |
Actuarial gain/loss on pension scheme | 56,000 | 697,000 |
Income tax relating to other comprehensive income |
(14,000 |
) |
(174,250 |
) |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
42,000 |
522,750 |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
5,782,608 |
5,736,636 |
Total comprehensive income attributable to: |
Owners of the parent | 5,665,342 | 5,706,757 |
Non-controlling interests | 117,266 | 29,879 |
5,782,608 | 5,736,636 |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Consolidated Balance Sheet |
31 July 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 10 | 129,337 | 258,673 |
Tangible assets | 11 | 5,023,738 | 5,142,336 |
Investments | 12 | 9,909 | 9,909 |
5,162,984 | 5,410,918 |
CURRENT ASSETS |
Stocks | 13 | 31,029,635 | 28,845,195 |
Debtors | 14 | 9,333,125 | 8,262,933 |
Cash at bank and in hand | 1,323,234 | 517,665 |
41,685,994 | 37,625,793 |
CREDITORS |
Amounts falling due within one year | 15 | 15,125,199 | 16,173,299 |
NET CURRENT ASSETS | 26,560,795 | 21,452,494 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
31,723,779 |
26,863,412 |
CREDITORS |
Amounts falling due after more than one year |
16 |
(593,237 |
) |
(29,506 |
) |
PROVISIONS FOR LIABILITIES | 20 | (277,295 | ) | (430,684 | ) |
PENSION ASSET | 24 | 757,500 | 625,500 |
NET ASSETS | 31,610,747 | 27,028,722 |
CAPITAL AND RESERVES |
Called up share capital | 21 | 92,400 | 92,840 |
Share premium | 22 | 48,179 | 91,100 |
Capital redemption reserve | 22 | 1,900 | 1,460 |
Other reserves | 22 | 69,380 | 69,380 |
Retained earnings | 22 | 30,940,401 | 26,432,721 |
SHAREHOLDERS' FUNDS | 31,152,260 | 26,687,501 |
NON-CONTROLLING INTERESTS | 23 | 458,487 | 341,221 |
TOTAL EQUITY | 31,610,747 | 27,028,722 |
The financial statements were approved by the Board of Directors and authorised for issue on 30 January 2025 and were signed on its behalf by: |
LK Bramley - Director |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Company Balance Sheet |
31 July 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 10 |
Tangible assets | 11 |
Investments | 12 |
CURRENT ASSETS |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 15 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 21 |
Share premium | 22 |
Capital redemption reserve | 22 |
Retained earnings | 22 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 1,188,258 | 1,220,100 |
The financial statements were approved by the Board of Directors and authorised for issue on |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Consolidated Statement of Changes in Equity |
for the year ended 31 July 2024 |
Called up | Capital |
share | Retained | Share | redemption |
capital | earnings | premium | reserve |
£ | £ | £ | £ |
Balance at 1 August 2022 | 93,230 | 21,919,160 | 129,000 | 1,460 |
Changes in equity |
Issue of share capital | (390 | ) | - | (37,900 | ) | - |
Dividends | - | (1,193,196 | ) | - | - |
Total comprehensive income | - | 5,706,757 | - | - |
Balance at 31 July 2023 | 92,840 | 26,432,721 | 91,100 | 1,460 |
Changes in equity |
Issue of share capital | (440 | ) | - | (42,921 | ) | - |
Dividends | - | (1,157,222 | ) | - | - |
Total comprehensive income | - | 5,664,902 | - | 440 |
Balance at 31 July 2024 | 92,400 | 30,940,401 | 48,179 | 1,900 |
Other | Non-controlling | Total |
reserves | Total | interests | equity |
£ | £ | £ | £ |
Balance at 1 August 2022 | 69,380 | 22,212,230 | 311,342 | 22,523,572 |
Changes in equity |
Issue of share capital | - | (38,290 | ) | - | (38,290 | ) |
Dividends | - | (1,193,196 | ) | - | (1,193,196 | ) |
Total comprehensive income | - | 5,706,757 | 29,879 | 5,736,636 |
Balance at 31 July 2023 | 69,380 | 26,687,501 | 341,221 | 27,028,722 |
Changes in equity |
Issue of share capital | - | (43,361 | ) | - | (43,361 | ) |
Dividends | - | (1,157,222 | ) | - | (1,157,222 | ) |
Total comprehensive income | - | 5,665,342 | 117,266 | 5,782,608 |
Balance at 31 July 2024 | 69,380 | 31,152,260 | 458,487 | 31,610,747 |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Company Statement of Changes in Equity |
for the year ended 31 July 2024 |
Called up | Capital |
share | Retained | Share | redemption | Total |
capital | earnings | premium | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1 August 2022 |
Changes in equity |
Issue of share capital | ( |
) | - | ( |
) | - | ( |
) |
Dividends | - | ( |
) | - | - | ( |
) |
Total comprehensive income | - | - |
Balance at 31 July 2023 |
Changes in equity |
Issue of share capital | ( |
) | - | ( |
) | - | ( |
) |
Dividends | - | ( |
) | - | - | ( |
) |
Total comprehensive income | - | - |
Balance at 31 July 2024 |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Consolidated Cash Flow Statement |
for the year ended 31 July 2024 |
2024 | 2023 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 6,939,096 | 3,618,780 |
Interest paid | (168,601 | ) | (203,452 | ) |
Interest element of hire purchase payments paid |
(3,493 |
) |
(1,809 |
) |
Tax paid | (1,869,909 | ) | (553,965 | ) |
Net cash from operating activities | 4,897,093 | 2,859,554 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (437,666 | ) | (854,934 | ) |
Purchase of other investments | - | (9,909 | ) |
Sale of tangible fixed assets | 49,606 | 32,734 |
Purchase of subsidiary | - | (866,345 | ) |
Cash acquired with subsidiary | - | 67,877 |
Interest received | 40,797 | 20,032 |
Net cash from investing activities | (347,263 | ) | (1,610,545 | ) |
Cash flows from financing activities |
New loans in year | - | 750,000 |
Loan repayments in year | (1,662,105 | ) | (667,729 | ) |
New HP in year | (14,394 | ) | - |
Amount introduced by directors | - | 112,500 |
Amount withdrawn by directors | - | (25,007 | ) |
Share issue | - | 5,072 |
Share buyback | (43,362 | ) | (43,362 | ) |
Cashflows relating to pension scheme | (89,000 | ) | (77,000 | ) |
Equity dividends paid | (1,157,222 | ) | (1,193,196 | ) |
Net cash from financing activities | (2,966,083 | ) | (1,138,722 | ) |
Increase in cash and cash equivalents | 1,583,747 | 110,287 |
Cash and cash equivalents at beginning of year |
2 |
(331,559 |
) |
(441,846 |
) |
Cash and cash equivalents at end of year |
2 |
1,252,188 |
(331,559 |
) |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Notes to the Consolidated Cash Flow Statement |
for the year ended 31 July 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2024 | 2023 |
£ | £ |
Profit before taxation | 7,318,341 | 6,427,453 |
Depreciation charges | 696,341 | 626,938 |
Profit on disposal of fixed assets | (35,546 | ) | (9,684 | ) |
Finance costs | 172,094 | 205,261 |
Finance income | (85,797 | ) | (22,034 | ) |
8,065,433 | 7,227,934 |
Increase in stocks | (2,184,440 | ) | (6,039,446 | ) |
Increase in trade and other debtors | (1,070,192 | ) | (379,036 | ) |
Increase in trade and other creditors | 2,128,295 | 2,809,328 |
Cash generated from operations | 6,939,096 | 3,618,780 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 July 2024 |
31/7/24 | 1/8/23 |
£ | £ |
Cash and cash equivalents | 1,323,234 | 517,665 |
Bank overdrafts | (71,046 | ) | (849,224 | ) |
1,252,188 | (331,559 | ) |
Year ended 31 July 2023 |
31/7/23 | 1/8/22 |
£ | £ |
Cash and cash equivalents | 517,665 | 329,685 |
Bank overdrafts | (849,224 | ) | (771,531 | ) |
(331,559 | ) | (441,846 | ) |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Notes to the Consolidated Cash Flow Statement |
for the year ended 31 July 2024 |
3. | ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS |
Other |
non-cash |
At 1/8/23 | Cash flow | changes | At 31/7/24 |
£ | £ | £ | £ |
Net cash |
Cash at bank |
and in hand | 517,665 | 805,569 | 1,323,234 |
Bank overdrafts | (849,224 | ) | 778,178 | (71,046 | ) |
(331,559 | ) | 1,583,747 | 1,252,188 |
Debt |
Finance leases | (50,157 | ) | 14,394 | - | (60,562 | ) |
Debts falling due |
within 1 year | (2,277,740 | ) | 2,217,740 | - | (60,000 | ) |
Debts falling due |
after 1 year | - | (555,635 | ) | - | (555,635 | ) |
(2,327,897 | ) | 1,676,499 | - | (676,197 | ) |
Total | (2,659,456 | ) | 3,260,246 | - | 575,991 |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Notes to the Consolidated Financial Statements |
for the year ended 31 July 2024 |
1. | STATUTORY INFORMATION |
Merlin Diesel Holdings Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
The amounts in the financial statements have been rounded to the nearest £1. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Going concern |
The directors have reviewed the future forecasts of the business, the funding requirements, and the strong balance sheet. They are confident that the going concern basis is appropriate. |
Critical accounting judgements and key sources of estimation uncertainty |
In the application of the group's accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from those 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 directors do not consider there to be any critical judgments that require disclosure in the financial statements. |
Sources of estimation uncertainty |
The directors consider the following matters to be key sources of estimation uncertainty which affect the financial statements; |
Valuation of stocks |
Stocks are carried at the lower of cost and net realisable valuate. In determining net realisable value, the directors apply a provisioning policy to the value of stocks held. This provides an estimate of net realisable value for old and slow moving stocks. |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 July 2024 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
The turnover shown in the profit and loss account represents the fair value of all goods and services, delivered during the year, at selling price exclusive of discounts, rebates, Value Added Tax and other sales taxes. Sales are recognised at the point at which the company has fulfilled its contractual obligations to the customer. |
Goodwill |
Goodwill is calculated as the investment cost less the fair value of assets acquired. |
Goodwill is measured after accumulated amortisation and any impairment losses. |
Amortisation is charged so as to allocate the cost over the estimated useful life using the straight-line method for the acquisition in 2015. For the acquisition in 2021, the goodwill was amortised over 1 year. For the acquisition in 2022, the goodwill is being amortised over 3 years. |
If there is an indication that there has been a significant change in the estimated useful life, the amortisation of that asset is revised prospectively to reflect the new expectations. |
Tangible fixed assets |
Freehold property | - |
Short leasehold | - |
Long leasehold | - |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Financial instruments |
Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument. Basic financial assets, which include debtors, prepayments and bank balances, are initially measured at transaction price and are subsequently carried at cost unless the arrangement indicates otherwise and then the asset is measured at the present value of the future receipts discounted at a market rate of interest. Basic financial liabilities, which include creditors, accruals, loans and group borrowings, are initially recognised at transaction price and are subsequently carried at cost unless the arrangement indicates otherwise and then the liability is measured at the present value of the future obligations discounted at a market rate of interest. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 July 2024 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
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. |
Research and development |
Expenditure on research and development is written off in the year in which it is incurred. The total amount of expenditure recognised in the year was £641,508 (2023: £526,111). |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
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 Group operates both a defined benefit and defined contribution pension scheme and the defined benefit scheme has been closed to new entrants. |
The defined benefit scheme assets and liabilities are shown in the balance sheet and interest on pension scheme liabilities is charged to the profit and loss account. Actuarial gains and losses are reported in the statement of total recognised gains and losses. |
Contributions payable to the defined contribution scheme are charged to the profit and loss account as incurred. The asset of this scheme are held separately from the company in an independently administered fund and are not disclosed in the financial statements. |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
2024 | 2023 |
£ | £ |
United Kingdom | 29,794,557 | 26,442,736 |
Overseas | 45,233,274 | 42,066,468 |
75,027,831 | 68,509,204 |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 July 2024 |
4. | EMPLOYEES AND DIRECTORS |
2024 | 2023 |
£ | £ |
Wages and salaries | 6,909,362 | 6,766,399 |
Social security costs | 653,408 | 590,739 |
Other pension costs | 899,660 | 704,673 |
8,462,430 | 8,061,811 |
The average number of employees during the year was as follows: |
2024 | 2023 |
Engineers | 78 | 85 |
Sales | 70 | 73 |
Warehouse | 31 | 28 |
Administration | 23 | 20 |
2024 | 2023 |
£ | £ |
Directors' remuneration | 150,167 | 185,577 |
Directors' pension contributions to money purchase schemes | 174,665 | 144,570 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 8 | 8 |
5. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
2024 | 2023 |
£ | £ |
Hire of plant and machinery | 20,916 | 17,702 |
Other operating leases | 365,385 | 385,216 |
Depreciation - owned assets | 567,003 | 497,600 |
Profit on disposal of fixed assets | (35,546 | ) | (9,684 | ) |
Goodwill amortisation | 129,336 | 129,336 |
Auditors' remuneration | 22,925 | 21,550 |
Auditors' remuneration for non audit work | 3,950 | 5,600 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2024 | 2023 |
£ | £ |
Bank interest | 21,892 | 38,679 |
Bank loan interest | 146,709 | 146,546 |
Other interest | - | 18,227 |
Hire purchase | 3,493 | 1,809 |
172,094 | 205,261 |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 July 2024 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2024 | 2023 |
£ | £ |
Current tax: |
UK corporation tax | 1,690,401 | 1,160,529 |
Tax adjustment prior year | (3,278 | ) | 8,798 |
Total current tax | 1,687,123 | 1,169,327 |
Deferred tax: |
Deferred tax | (153,390 | ) | 24,990 |
Deferred tax on pension scheme | 44,000 | 19,250 |
Total deferred tax | (109,390 | ) | 44,240 |
Tax on profit | 1,577,733 | 1,213,567 |
UK corporation tax has been charged at 25 % (2023 - 21.01 %). |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
2024 | 2023 |
£ | £ |
Profit before tax | 7,318,341 | 6,427,453 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 21.005 %) |
1,829,585 |
1,350,087 |
Effects of: |
Expenses not deductible for tax purposes | 2,357 | 5,036 |
Depreciation in excess of capital allowances | - | 4,155 |
Utilisation of tax losses | (29,343 | ) | (21,134 | ) |
Adjustments to tax charge in respect of previous periods | (3,278 | ) | 361 |
Super deduction/restrictions on capital allowances and capital gains | - | (14,054 | ) |
Research & development relief | (137,924 | ) | (128,706 | ) |
Adjustment in respect of prior year | - | 8,798 |
accelerated capital allowances |
Goodwill amortisation on consolidation | 32,334 | 27,167 |
Other adjustments | 18,484 | (9,264 | ) |
Change in rate of deferred tax | - | (11,955 | ) |
Deferred tax on pension gains | 44,000 | 19,250 |
Defined benefit pension scheme asset/liability adjustments | (33,500 | ) | (16,174 | ) |
Tax losses carried forward | (144,982 | ) | - |
Total tax charge | 1,577,733 | 1,213,567 |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 July 2024 |
7. | TAXATION - continued |
Tax effects relating to effects of other comprehensive income |
2024 |
Gross | Tax | Net |
£ | £ | £ |
Actuarial gain/loss on pension scheme | 56,000 | (14,000 | ) | 42,000 |
2023 |
Gross | Tax | Net |
£ | £ | £ |
Actuarial gain/loss on pension scheme | 697,000 | (174,250 | ) | 522,750 |
Following the increase in corporation tax from 19% to 25% on 1 April 2023, the effective rate of tax in the prior year was 21.005%. Deferred tax has been provided at 25% for the current and prior year. |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
9. | DIVIDENDS |
2024 | 2023 |
£ | £ |
Ordinary shares of £1 each |
Dividends paid | 1,157,222 | 1,193,196 |
10. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
At 1 August 2023 |
and 31 July 2024 | 1,059,253 |
AMORTISATION |
At 1 August 2023 | 800,580 |
Amortisation for year | 129,336 |
At 31 July 2024 | 929,916 |
NET BOOK VALUE |
At 31 July 2024 | 129,337 |
At 31 July 2023 | 258,673 |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 July 2024 |
11. | TANGIBLE FIXED ASSETS |
Group |
Freehold | Short | Long | Improvements |
property | leasehold | leasehold | to property |
£ | £ | £ | £ |
COST |
At 1 August 2023 | 3,086,194 | 918,094 | 346,123 | 4,619 |
Additions | - | 113,296 | 11,511 | - |
Disposals | - | - | - | - |
At 31 July 2024 | 3,086,194 | 1,031,390 | 357,634 | 4,619 |
DEPRECIATION |
At 1 August 2023 | 216,727 | 243,432 | 283,911 | 4,619 |
Charge for year | 30,004 | 50,728 | - | - |
Eliminated on disposal | - | - | - | - |
At 31 July 2024 | 246,731 | 294,160 | 283,911 | 4,619 |
NET BOOK VALUE |
At 31 July 2024 | 2,839,463 | 737,230 | 73,723 | - |
At 31 July 2023 | 2,869,467 | 674,662 | 62,212 | - |
Fixtures |
Plant and | and | Motor |
machinery | fittings | vehicles | Totals |
£ | £ | £ | £ |
COST |
At 1 August 2023 | 4,999,158 | 1,226,585 | 252,571 | 10,833,344 |
Additions | 177,669 | 68,977 | 91,012 | 462,465 |
Disposals | (332,540 | ) | (46,327 | ) | (96,502 | ) | (475,369 | ) |
At 31 July 2024 | 4,844,287 | 1,249,235 | 247,081 | 10,820,440 |
DEPRECIATION |
At 1 August 2023 | 3,922,445 | 867,265 | 152,609 | 5,691,008 |
Charge for year | 353,545 | 88,020 | 44,706 | 567,003 |
Eliminated on disposal | (325,889 | ) | (46,327 | ) | (89,093 | ) | (461,309 | ) |
At 31 July 2024 | 3,950,101 | 908,958 | 108,222 | 5,796,702 |
NET BOOK VALUE |
At 31 July 2024 | 894,186 | 340,277 | 138,859 | 5,023,738 |
At 31 July 2023 | 1,076,713 | 359,320 | 99,962 | 5,142,336 |
Included within tangible fixed assets are assets held under hire purchase agreements. The net book value of these assets at the year end was £70,048 (2023 £67,513) and the depreciation charged on them in the year was £18,872 (2023: £7,122) |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 July 2024 |
11. | TANGIBLE FIXED ASSETS - continued |
Company |
Freehold |
property |
£ |
COST |
At 1 August 2023 |
and 31 July 2024 |
DEPRECIATION |
At 1 August 2023 |
Charge for year |
At 31 July 2024 |
NET BOOK VALUE |
At 31 July 2024 |
At 31 July 2023 |
12. | FIXED ASSET INVESTMENTS |
Group |
Unlisted |
investments |
£ |
COST |
At 1 August 2023 |
and 31 July 2024 | 9,909 |
NET BOOK VALUE |
At 31 July 2024 | 9,909 |
At 31 July 2023 | 9,909 |
Company |
Shares in |
group | Other |
undertakings | investments | Totals |
£ | £ | £ |
COST |
At 1 August 2023 |
and 31 July 2024 | 2,162,022 |
NET BOOK VALUE |
At 31 July 2024 | 2,162,022 |
At 31 July 2023 | 2,162,022 |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 July 2024 |
13. | STOCKS |
Group |
2024 | 2023 |
£ | £ |
Stock | 31,029,635 | 28,845,195 |
14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group |
2024 | 2023 |
£ | £ |
Trade debtors | 8,619,100 | 7,562,146 |
Other debtors | 339,767 | 493,812 |
Prepayments and accrued income | 374,258 | 206,975 |
9,333,125 | 8,262,933 |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 17) | 131,046 | 3,126,964 |
Hire purchase contracts (see note 18) | 22,960 | 20,651 |
Trade creditors | 14,043,774 | 11,950,077 |
Amounts owed to group undertakings | - | - |
Corporation tax | 351,709 | 534,495 |
Social security and other taxes | 249,270 | 201,977 |
Directors' current accounts | 212,500 | 212,500 | 100,000 | 100,000 |
Accruals and deferred income | 113,940 | 126,635 |
15,125,199 | 16,173,299 |
The directors' loan accounts are unsecured, bear no interest and have no fixed repayment term. |
16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
2024 | 2023 |
£ | £ |
Bank loans (see note 17) | 555,635 | - |
Hire purchase contracts (see note 18) | 37,602 | 29,506 |
593,237 | 29,506 |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 July 2024 |
17. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Amounts falling due within one year or | on demand: |
Bank overdrafts | 71,046 | 849,224 |
Bank loans | 60,000 | 2,277,740 |
131,046 | 3,126,964 |
Amounts falling due between one and | two years: |
Bank loans - 1-2 years | 60,000 | - |
Amounts falling due between two and | five years: |
Bank loans - 2-5 years | 151,667 | - |
Amounts falling due in more than five | years: |
Repayable by instalments |
Bank loans more 5 yr by instal | 343,968 | - | - | - |
Following a technical breach of the financial covenants at the prior year end, the long term loan was reclassified as due within one year. No action was taken as a result of the technical breach, and the covenants have been met in the current year. |
18. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire purchase | contracts |
2024 | 2023 |
£ | £ |
Net obligations repayable: |
Within one year | 22,960 | 20,651 |
Between one and five years | 37,602 | 29,506 |
60,562 | 50,157 |
Group |
Non-cancellable |
operating leases |
2024 | 2023 |
£ | £ |
Within one year | 259,364 | 18,508 |
Between one and five years | 156,550 | 664,965 |
415,914 | 683,473 |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 July 2024 |
19. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank overdrafts | 71,046 | 849,224 |
Bank loans | 615,635 | 2,277,740 |
Hire purchase contracts | 60,562 | - | - | - |
747,243 | 3,126,964 |
The bank loan and overdraft are secured by a first legal charge dated 15 April 2019 and a debenture dated 29 June 2018, both incorporating a fixed and floating charge over all current and future assets of the group. |
There is an unlimited multilateral guarantee dated 9 August 2018 between Merlin Diesel Holdings Limited, Merlin Diesel Systems Limited and Colchester Fuel Injection Limited. |
There is a guarantee dated 15 February 2012 in favour of HM Revenue & Customs for £200,000. |
Hire purchase liabilities are secured on the underlying asset. |
20. | PROVISIONS FOR LIABILITIES |
Group |
2024 | 2023 |
£ | £ |
Deferred tax |
Accelerated capital allowances | 56,541 | - |
Tax losses carried forward | (144,982 | ) | - |
Deferred tax | 365,736 | 430,684 |
277,295 | 430,684 |
Group |
Deferred tax |
£ |
Balance at 1 August 2023 | 430,684 |
Provided during year | (153,389 | ) |
Balance at 31 July 2024 | 277,295 |
Deferred tax had been calculated at 25%. A previously unrecognised deferred tax asset has been recognised in a subsidiary during the year. This amounted to a deferred tax credit in the income statement of £145,000. |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 July 2024 |
21. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary | £1 | 87,411 | 87,851 |
Ordinary A | £1 | 4,989 | 4,989 |
92,400 | 92,840 |
On 8 May 2024, the company bought back 440 Ordinary shares of £1 each, for a total consideration of £43,362. These shares were immediately cancelled. |
22. | RESERVES |
Group |
Capital |
Retained | Share | redemption | Other |
earnings | premium | reserve | reserves | Totals |
£ | £ | £ | £ | £ |
At 1 August 2023 | 26,432,721 | 91,100 | 1,460 | 69,380 | 26,594,661 |
Profit for the year | 5,623,342 | 5,623,342 |
Dividends | (1,157,222 | ) | (1,157,222 | ) |
Purchase of own shares | (440 | ) | (42,921 | ) | 440 | - | (42,921 | ) |
Actuarial gain relating to defined benefit pension scheme |
56,000 |
- |
- |
- |
56,000 |
Deferred tax on actuarial movement |
(14,000 |
) |
- |
- |
- |
(14,000 |
) |
At 31 July 2024 | 30,940,401 | 48,179 | 1,900 | 69,380 | 31,059,860 |
Company |
Capital |
Retained | Share | redemption |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1 August 2023 | 1,650,812 |
Profit for the year |
Dividends | ( |
) | ( |
) |
Purchase of own shares | (440 | ) | (42,922 | ) | 440 | (42,922 | ) |
At 31 July 2024 | 1,638,926 |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 July 2024 |
23. | NON-CONTROLLING INTERESTS |
Non controlling interests comprise of the following; |
2024 | 2023 |
Non controlling interest holds a shareholding in the following subsidiary; |
Tyne Electro Diesel Limited | 48% | 48% |
Equity shareholding held by the non controlling interest; |
480 £1 shares |
480 £1 shares |
Share of net assets attributable to the non controlling interest; |
£458,487 |
£341,221 |
24. | EMPLOYEE BENEFIT OBLIGATIONS |
The Group acquired a subsidiary which operates a defined benefit scheme in the UK on 1 August 2022. The assets and liabilities associated with the Scheme have been consolidated into these financial statements. |
The Scheme is closed to new members. A full actuarial valuation was carried out on 1 June 2022. The next full valuation will be at 1 June 2025. Details of the defined benefit scheme are as follows: |
Colchester Fuel Injection Ltd is the principal employer of a defined benefit pension scheme, the Colchester Fuel Injection Ltd Retirement Benefits Scheme ("the Scheme"), which is administered by trustees. Contributions to the Scheme are charged to the profit and loss account so as to spread the cost of the pensions over the employees working lives with the company. The contributions are determined by independent qualified actuaries. The major assumptions used by the actuary were: |
The amounts recognised in profit or loss are as follows: |
Defined benefit |
pension plans |
2024 | 2023 |
£ | £ |
Current service cost | - | - |
Interest cost | 141,000 | 122,000 |
Past service cost | - | - |
Expenses paid | 10,000 | 8,000 |
151,000 | 130,000 |
Return on plan assets | 186,000 | 125,000 |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 July 2024 |
24. | EMPLOYEE BENEFIT OBLIGATIONS - continued |
Changes in the present value of the defined benefit obligation are as follows: |
Defined benefit |
pension plans |
2024 | 2023 |
£ | £ |
Opening defined benefit obligation | 2,832,000 | 3,504,000 |
Interest cost | 141,000 | 122,000 |
Benefits paid | (127,000 | ) | (59,000 | ) |
Actuarial (gains)/loss from changes in assumptions |
70,000 |
(735,000 |
) |
2,916,000 | 2,832,000 |
Changes in the fair value of scheme assets are as follows: |
Defined benefit |
pension plans |
2024 | 2023 |
£ | £ |
Opening fair value of scheme assets | 3,666,000 | 3,564,000 |
Contributions by employer | 85,000 | 82,000 |
Return on plan assets | 186,000 | 125,000 |
Benefits paid | (127,000 | ) | (59,000 | ) |
Expenses paid | (10,000 | ) | (8,000 | ) |
Actuarial gains/(losses) on assets | 126,000 | (38,000 | ) |
3,926,000 | 3,666,000 |
The amounts recognised in other comprehensive income are as follows: |
Defined benefit |
pension plans |
2024 | 2023 |
£ | £ |
Actuarial (gains)/loss from changes in assumptions |
(70,000 |
) |
735,000 |
Actuarial gains/(losses) on assets | 126,000 | (38,000 | ) |
56,000 | 697,000 |
The major categories of scheme assets as a percentage of total scheme assets are as follows: |
Defined benefit |
pension plans |
2024 | 2023 |
Equities | 44% | 43% |
Fixed interest | 42% | 42% |
Insurance policies | 14% | 15% |
100% | 100% |
Merlin Diesel Holdings Limited (Registered number: 11267668) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 July 2024 |
24. | EMPLOYEE BENEFIT OBLIGATIONS - continued |
Principal actuarial assumptions at the balance sheet date (expressed as weighted averages): |
2024 | 2023 |
Discount rate | 5.05% | 5.10% |
RPI | 3.25% | 3.45% |
CPI | 2.70% | 2.80% |
Cash commutation | 100% | 100% |
The mortality assumption used was S3PA CMI 2023 1.5% + 0.5%. |
The pension scheme asset on the balance sheet is net of deferred tax. See note 20. |
25. | BUSINESS COMBINATIONS |
On 1 August 2022 Merlin Diesel Holdings Limited acquired 100% of the share capital of Colchester Fuel Injection Limited for £866,345. The acquisition has been accounted for using the acquisition method of accounting and the goodwill arising on acquisition is being amortised over 3 years. The final fair value of the assets and liabilities acquired is set out below. |
Book value and fair value |
£ |
Tangible fixed assets | 214,198 |
Stock | 565,515 |
Debtors | 456,934 |
Cash at bank | 67,877 |
Creditors | (846,139 | ) |
Pension asset | 45,000 |
Deferred taxation | (25,049 | ) |
Net assets | 478,336 |
Cost of acquisition (including related expenses) | 866,345 |
Goodwill | 388,009 |
The financial statements of Colchester Fuel Injection Limited for the years ended 31 July 2023 and 2024 have been included in these consolidated financial statements. |
26. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
In the opinion of the directors the group is controlled by the directors. |
27. | ULTIMATE CONTROLLING PARTY |
The company is controlled jointly by LK Bramley and S Bramley, by virtue of their shareholdings. |