REGISTERED NUMBER: 04085371 (England and Wales)

MELLER FLOW TRANS LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2024

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

to

7

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

to

19

DIRECTOR:

M Allcock

SECRETARY:

M Mullaney

REGISTERED OFFICE:

12 Millersdale Close

Euroway Industrial Estate

Bradford

West Yorkshire

BD4 6RX

REGISTERED NUMBER:

04085371 (England and Wales)

AUDITORS:

Thomas Coombs Limited

Statutory Auditor

Chartered Accountants

3365 The Pentagon

Century Way

Thorpe Park

Leeds

West Yorkshire

LS15 8ZB

BANKERS:

National Westminster Bank Plc

7 Hustlergate

Bradford

BD1 1PP

The director presents his strategic report for the year ended 31st December 2024.

REVIEW OF BUSINESS

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. The review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face.

The company generated a pre-tax profit of £2.3m.

The company has net assets of £4.8 million with no net borrowings or debt. Net cash funds at the year end remain very healthy at £1.2m

PRINCIPAL RISKS AND UNCERTAINTIES

The management of the business and the execution of the company's strategy are subject to a number of risks.

The key business risks and uncertainties affecting the company are considered to relate to competition from domestic companies and/or an overall uncertain market environment arising from economic and geopolitical factors. There are risks associated with product supply chain, if principal suppliers/manufacturers were to go out of business or terminate supply contracts. This risk is mitigated by having knowledge of and/or access to substitute products from other suppliers/manufacturers. There is also a small risk associated with foreign exchange due to volatility of foreign exchange rates which could have an impact on the company's final results. This is due to the majority of our product suppliers being overseas, with purchasing of said products carried out mainly in US$ and Euro. This risk is mitigated through the use of foreign currency bank accounts and where appropriate forward exchange contracts to limit the impacts of the foreign exchange movements.

KEY PERFORMANCE INDICATORS

Given the straightforward nature of the business, it is believed that analysis using KPIs is not necessary for an understanding of the development, performance or position of the business.

ON BEHALF OF THE BOARD:

M Mullaney - Secretary

17th March 2025

The director presents his report with the financial statements of the company for the year ended 31st December 2024.

DIVIDENDS

The total distribution of dividends for the year ended 31st December 2024 will be £ 1,300,000 .

DIRECTOR

M Allcock held office during the whole of the period from 1st January 2024 to the date of this report.

The director shown below was in office at 31st December 2024 but did not hold any interest in the Ordinary shares of £1 each at 1st January 2024 or 31st December 2024.

M Allcock

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Thomas Coombs Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M Mullaney - Secretary

17th March 2025

Opinion

We have audited the financial statements of Meller Flow Trans Limited (the 'company') for the year ended 31st December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 company's affairs as at 31st December 2024 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, 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 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 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 company or to cease operations, or has 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:

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:

Based on our understanding of the company and industries in which it operates, we identified the principal risks of non-compliance with laws and regulations related to health and safety, employment law and data protection. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, tax legislation and the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102).

We assessed the susceptibility of the company's financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls, and ensuring these controls operated as intended. We determined the principal risks were related to posting journal entries to manipulate profits, and management bias in accounting estimates, especially stock valuations and provisions, accruals, prepayments and depreciation.

To address the risk of fraud through management bias and override of controls, we:

-Performed analytical procedures to identify any unusual or unexpected relationships.

-Identified and tested journal entries and identified any significant transactions that were unusual or outside the normal course of business.

-Investigated the rationale behind significant or unusual transactions.

-Challenged assumptions and judgements made by management in determining significant accounting estimates, in particular in relation to stock valuations and provisions, accruals, prepayments and depreciation.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed audit procedures which included, but were not limited to:

-Agreeing financial statements disclosures to underlying supporting documentation.

-Discussions with management of known or suspected instances of non-compliance with laws and regulations.

-Reading the minutes of meetings of those charged with governance.

-Reviewing correspondence with HMRC.

At the completion stage of the audit, the engagement partner's review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance of laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement relating to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.

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.

Christopher Darwin FCA (Senior Statutory Auditor)

for and on behalf of Thomas Coombs Limited

Statutory Auditor

Chartered Accountants

3365 The Pentagon

Century Way

Thorpe Park

Leeds

West Yorkshire

LS15 8ZB

17th March 2025

TURNOVER

3

13,345,591

12,192,798

Cost of sales

7,774,026

7,159,617

GROSS PROFIT

5,571,565

5,033,181

Distribution costs

1,332,532

1,316,473

Administrative expenses

1,977,749

1,728,455

3,310,281

3,044,928

OPERATING PROFIT

5

2,261,284

1,988,253

Interest receivable and similar income

40,262

7,519

2,301,546

1,995,772

Interest payable and similar expenses

6

3,964

5,552

PROFIT BEFORE TAXATION

2,297,582

1,990,220

Tax on profit

7

570,615

492,291

PROFIT FOR THE FINANCIAL YEAR

1,726,967

1,497,929

PROFIT FOR THE YEAR

1,726,967

1,497,929

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,726,967

1,497,929

FIXED ASSETS

Tangible assets

9

448,267

217,016

CURRENT ASSETS

Stocks

10

3,377,568

3,411,862

Debtors

11

1,970,695

2,361,436

Cash at bank and in hand

1,175,687

699,303

6,523,950

6,472,601

CREDITORS

Amounts falling due within one year

12

2,135,330

2,300,676

NET CURRENT ASSETS

4,388,620

4,171,925

TOTAL ASSETS LESS CURRENT LIABILITIES

4,836,887

4,388,941

PROVISIONS FOR LIABILITIES

14

71,398

50,419

NET ASSETS

4,765,489

4,338,522

CAPITAL AND RESERVES

Called up share capital

15

672,000

672,000

Retained earnings

16

4,093,489

3,666,522

SHAREHOLDERS' FUNDS

4,765,489

4,338,522

The financial statements were approved by the director and authorised for issue on 17th March 2025 and were signed by:

M Allcock - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2023

672,000

2,918,593

3,590,593

Changes in equity

Dividends

-

(750,000

)

(750,000

)

Total comprehensive income

-

1,497,929

1,497,929

Balance at 31st December 2023

672,000

3,666,522

4,338,522

Changes in equity

Dividends

-

(1,300,000

)

(1,300,000

)

Total comprehensive income

-

1,726,967

1,726,967

Balance at 31st December 2024

672,000

4,093,489

4,765,489

Cash flows from operating activities

Cash generated from operations

1

2,435,106

1,351,416

Interest paid

(3,964

)

(5,552

)

Tax paid

(362,777

)

(390,373

)

Net cash from operating activities

2,068,365

955,491

Cash flows from investing activities

Purchase of tangible fixed assets

(332,243

)

(137,677

)

Interest received

40,262

7,519

Net cash from investing activities

(291,981

)

(130,158

)

Cash flows from financing activities

Equity dividends paid

(1,300,000

)

(750,000

)

Net cash from financing activities

(1,300,000

)

(750,000

)

Increase in cash and cash equivalents

476,384

75,333

Cash and cash equivalents at beginning of year

2

699,303

623,970

Cash and cash equivalents at end of year

2

1,175,687

699,303

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

2024

2023

£

£

Profit before taxation

2,297,582

1,990,220

Depreciation charges

100,992

78,644

Finance costs

3,964

5,552

Finance income

(40,262

)

(7,519

)

2,362,276

2,066,897

Decrease/(increase) in stocks

34,294

(303,701

)

Decrease/(increase) in trade and other debtors

390,741

(665,956

)

(Decrease)/increase in trade and other creditors

(352,205

)

254,176

Cash generated from operations

2,435,106

1,351,416

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 31st December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

1,175,687

699,303

Year ended 31st December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

699,303

623,970

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank and in hand

699,303

476,384

1,175,687

699,303

476,384

1,175,687

Total

699,303

476,384

1,175,687

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

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

Turnover

Turnover represents net invoiced sales of goods and services supplied in the year, excluding value added tax.

Revenue is recognised at the point in which goods are despatched and performance obligations under service arrangements are satisfied.

Tangible fixed assets

Tangible fixed assets are stated at cost (or deemed cost) less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a straight line basis over its expected useful life as follows:

Short leasehold

Over the unexpired period of the lease

Plant and machinery

10% to 20% on cost

Fixtures and fittings

10% to 50% on cost

Motor vehicles

20% to 33% on cost

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. For work in progress and good for re-sale manufactured by the company, cost is taken as production costs, which includes an appropriate proportion of attributable overheads.

Financial instruments

The company only enters into transactions in ‘basic’ financial instruments which result in the recognition of assets and liabilities; these include trade and other debtors and creditors, bank balances, loans from banks and other third parties, and loans to related parties. These are recognised in the company’s balance sheet when it becomes party to the contractual provisions of the instrument.

Basic financial assets (other than those classified as payable within one year) are initially measured at cost and are subsequently carried at cost or amortised cost using the effective interest method, less any impairment losses. Basic financial assets classed as receivable within one year are not amortised.

Basic financial liabilities (other than those classified as payable within one year) are initially measured at present value of future cash flows and subsequently at amortised cost using the effective interest method. Basic financial liabilities classed as payable within one year are not amortised.

Financial assets and liabilities are offset, with the net amount reported in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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.

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.

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 company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Related party transactions

As the company is a wholly owned subsidiary within the group headed by Flow Trans Group B.V, the company has taken advantage of the exemption contained in Financial Reporting Standard and has therefore not disclosed transactions or balances with entities which form part of the group (or investees of the group qualifying as related parties).

Derivatives

The Company’s activities expose it to the financial risks of changes in foreign exchange rates. Forward exchange contracts are measured at fair value at the reporting date with movements recognised through the income statement.

3.

TURNOVER

A market analysis of turnover and profit before taxation has not been given, as in the opinion of the director, it would be seriously prejudicial to the interests of the group.

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

1,681,067

1,560,944

Social security costs

185,659

175,971

Other pension costs

102,919

95,564

1,969,645

1,832,479

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

2024

2023

Direct staff

21

19

Indirect staff

8

8

Management

4

4

33

31

2024

2023

£

£

Director's remuneration

123,524

104,983

Director's pension contributions to money purchase schemes

50,239

48,365

5.	OPERATING PROFIT

The operating profit is stated after charging:

2024

2023

£

£

Hire of plant and machinery

120,907

182,720

Other operating leases

247,605

247,883

Depreciation - owned assets

100,992

78,644

Auditors' remuneration

14,348

11,038

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank interest and invoice discounting interest

3,964

5,552

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

549,636

461,671

Deferred tax

20,979

30,620

Tax on profit

570,615

492,291

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

2,297,582

1,990,220

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.521%)

574,396

468,120

Effects of:

Expenses not deductible for tax purposes

1,212

890

Short term timing differences

2,756

5,009

Depreciation on non-qualifying assets

3,056

18,512

Enhanced deductions

-

(1,098

)

Change in tax rates

-

858

R&D tax claim

(10,805

)

-

Total tax charge

570,615

492,291

8.

DIVIDENDS

2024

2023

£

£

Ordinary shares of £1 each

Dividends

1,300,000

750,000

9.	TANGIBLE FIXED ASSETS

Fixtures

Short

Plant and

and

Motor

leasehold

machinery

fittings

vehicles

Totals

£

£

£

£

£

COST

At 1st January 2024

219,263

208,577

212,887

49,539

690,266

Additions

220,642

39,152

72,449

-

332,243

Disposals

(50,538

)

(29,230

)

(69,450

)

(1,083

)

(150,301

)

At 31st December 2024

389,367

218,499

215,886

48,456

872,208

DEPRECIATION

At 1st January 2024

148,642

145,689

159,223

19,696

473,250

Charge for year

40,682

24,283

32,481

3,546

100,992

Eliminated on disposal

(50,538

)

(29,230

)

(69,450

)

(1,083

)

(150,301

)

At 31st December 2024

138,786

140,742

122,254

22,159

423,941

NET BOOK VALUE

At 31st December 2024

250,581

77,757

93,632

26,297

448,267

At 31st December 2023

70,621

62,888

53,664

29,843

217,016