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REGISTERED NUMBER: 00928322 (England and Wales)















MARFLOW ENGINEERING LIMITED

Audited Financial Statements for the Year Ended 31 December 2024






MARFLOW ENGINEERING LIMITED (REGISTERED NUMBER: 00928322)






Contents of the Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2024




Page

Statement of Financial Position 1

Notes to the Financial Statements 2


MARFLOW ENGINEERING LIMITED (REGISTERED NUMBER: 00928322)

Statement of Financial Position
31 DECEMBER 2024

2024 2023
Notes £ £
NON-CURRENT ASSETS
Tangible assets 5 175,778 152,545

CURRENT ASSETS
Stocks 6 2,090,527 1,512,798
Receivables: amounts falling due within
one year

7

533,939

442,648
Cash at bank 28,724 232,988
2,653,190 2,188,434
PAYABLES
Amounts falling due within one year 8 (4,093,291 ) (2,474,503 )
NET CURRENT LIABILITIES (1,440,101 ) (286,069 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(1,264,323

)

(133,524

)

PAYABLES
Amounts falling due after more than
one year

9

(14,942

)

(29,116

)
NET LIABILITIES (1,279,265 ) (162,640 )

CAPITAL AND RESERVES
Called up share capital 10 245,000 245,000
Capital redemption reserve 21,221 21,221
Retained earnings (1,545,486 ) (428,861 )
SHAREHOLDERS' FUNDS (1,279,265 ) (162,640 )

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 April 2025 and were signed on its behalf by:





Martin Murphy - Director


MARFLOW ENGINEERING LIMITED (REGISTERED NUMBER: 00928322)

Notes to the Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2024

1. STATUTORY INFORMATION

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

The 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.

2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared on a going concern basis under the historical costs
convention. The following accounting policies have been applied consistently in dealing with items
which are considered material in relation to the company's financial statements.

Going Concern
The financial statements have been prepared on a going concern basis, not withstanding the fact that the company had net current liabilities of £1,440,101 and had total net liabilities of £1,279,265. The company generated a loss before tax of £1,116,625.

The current directors are reviewing revenue streams and costs to establish the company in its new market and ensure that the company will trade profitability in the near future. Management have prepared forecasts which demonstrate that the Company may require some support from its fellow group companies in the next 12 months to help support the company.

The directors have obtained confirmation from the group's parent company, Ardtir Investments Ltd, that the company has underlying support for a period of at least 12 months from the date of signing these financial statements and are satisfied that they can demonstrate a strong financial position to withstand potential future challenges or cash flow requirements for the foreseeable future.

It is on this basis, that the directors have prepared the financial statements on a going concern basis.

Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
company and the revenue can be reliably measured. Revenue is measured as the fair value of the
consideration received or receivable, excluding discounts, rebates, value added tax and other sales
taxes. The following criteria must also be met before revenue is recognised:

Sale of goods:
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

- the significant risks and rewards of ownership have been transferred to the buyer;
- the company retains no continuing involvement or control over the goods;
- the amount of revenue can be measured reliably;
- it is probable that future economic benefits will flow through the company; and
- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

MARFLOW ENGINEERING LIMITED (REGISTERED NUMBER: 00928322)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

3. ACCOUNTING POLICIES - continued

Property, plant and equipment
Property, plant and equipment are stated at cost, less accumulated depreciation. Cost includes costs directly attributable to making the asset capable of operating as intended. The charge to depreciation is calculated to write off the original cost or valuation of property, plant and equipment, less their estimated residual value, over their expected useful lives as follows:

Plant and Machinery- 15% Straight Line
Fixtures and Fittings- 33.33% Straight Line
Motor Vehicles- 25% Straight Line

The carrying values of property, plant and equipment are reviewed annually for impairment in periods if events or changes in circumstances indicate the carrying value may not be recoverable.

Inventories
Stocks are valued at the lower of cost and net realisable value. Cost comprises expenditure incurred in the normal course of business in bringing stocks to their present location and condition. Full provision is made for obsolete and slow moving items. Net realisable value comprises actual or estimated selling price (net of trade discounts) less all further costs to completion or to be incurred in marketing and selling.

MARFLOW ENGINEERING LIMITED (REGISTERED NUMBER: 00928322)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

3. ACCOUNTING POLICIES - continued

Financial instruments
The company have chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial assets

Basic financial assets, including trade and other receivables, cash and bank balances and amounts
owed by related parties and are initially recognised at transaction price, unless the arrangement
constitutes a financing transaction, where the transaction is measured at the present value of the
future receipts discounted at a market rate of interest. Such assets are subsequently carried at
amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for
objective evidence of impairment. If an asset is impaired the impairment loss is the difference
between the carrying amount and the present value of the estimated cash flows discounted at the
asset's original effective interest rate. The impairment loss is recognised in profit or loss.

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

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

(ii) Financial liabilities

Basic financial liabilities, including trade and other payables, bank loans and overdrafts and
amounts owed to related parties are initially recognised at transaction price, unless the
arrangement constitutes a financing transaction, where the debt instrument is measured at the
present value of the future receipts discounted at a market rate of interest. Debt instruments are
subsequently carried at amortised cost, using the effective interest rate method. Fees paid on the
establishment of loan facilities are recognised as transaction costs of the loan to the extent that it
is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until
the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the
facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and
amortised over the period of the facility to which it relates.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary
course of business from suppliers. Accounts payable are classified as current liabilities if payment
is due within one year or less. If not, they are presented as non-current liabilities. Trade payables
are recognised initially at transaction price and subsequently measured at amortised cost using the
effective interest method.

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

(iii) Offsetting

Financial assets and liabilities are offset and the net amounts presented 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.


MARFLOW ENGINEERING LIMITED (REGISTERED NUMBER: 00928322)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

3. ACCOUNTING POLICIES - continued
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 tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

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 the Income Statement in the period to which they relate.

Cash flow statement
The company has availed of the exemption in FRS 102 Section 1A from the requirement to prepare a Statement of Cash Flows because it is classified as a small company.

Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

4. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 24 (2023 - 25 ) .

MARFLOW ENGINEERING LIMITED (REGISTERED NUMBER: 00928322)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

5. PROPERTY, PLANT AND EQUIPMENT
Fixtures
Plant and and Motor
machinery fittings vehicles Totals
£ £ £ £
COST
At 1 January 2024 77,381 137,072 29,450 243,903
Additions - - 62,290 62,290
At 31 December 2024 77,381 137,072 91,740 306,193
DEPRECIATION
At 1 January 2024 54,282 29,588 7,488 91,358
Charge for year 11,316 16,486 11,255 39,057
At 31 December 2024 65,598 46,074 18,743 130,415
NET BOOK VALUE
At 31 December 2024 11,783 90,998 72,997 175,778
At 31 December 2023 23,099 107,484 21,962 152,545

The net book value of tangible fixed assets includes amounts of £14,850.00 (2023: £ 21,962.50) in respect of assets held under hire purchase agreements.

6. STOCKS
2024 2023
£ £
Inventories 2,090,527 1,512,798

7. RECEIVABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£ £
Trade debtors 321,178 242,363
Amounts owed by group undertakings 104,820 91,302
Amounts owed by related undertakings 90,000 87
Other debtors 17,941 108,896
533,939 442,648

Amounts owed by group undertakings and related undertakings are unsecured, interest free and payable on demand.

8. PAYABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£ £
Bank loans and overdrafts 10,128 10,128
Hire purchase contracts 4,042 4,042
Trade payables 5,954 183,035
Amounts owed to group undertakings 1,904,005 1,945,491
Amounts owed to related undertakings 2,008,815 220,470
Taxation and social security 54,841 33,020
Other payables 105,506 78,317
4,093,291 2,474,503

Amounts owed to group undertakings and related undertakings are unsecured, interest free and repayable on demand.

MARFLOW ENGINEERING LIMITED (REGISTERED NUMBER: 00928322)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

9. PAYABLES: AMOUNTS FALLING DUE AFTER ONE YEAR
2024 2023
£ £
Bank loans 4,695 14,832
Hire purchase contracts 10,247 14,284
14,942 29,116

Hire Purchase liabilities are secured on the assets to which they relate.

10. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
85,000 Ordinary Share Capital £1 85,000 85,000
160,000 Preference Share Capital £1 160,000 160,000
245,000 245,000

11. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Auditors' Report was unqualified.

Mr. Ryan Falls (FCA) (Senior Statutory Auditor)
for and on behalf of CavanaghKelly

12. RELATED UNDERTAKINGS 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.

MARFLOW ENGINEERING LIMITED (REGISTERED NUMBER: 00928322)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

12. RELATED UNDERTAKINGS DISCLOSURES - continued

As at 31 December 2023, the following entities were regarded as related parties due to common directors and shareholders.

- Sanbra Fyffe Ltd
- Kelso Agencies Ltd
- Sanbra Ltd

Amounts owed to/by Marflow Engineering Ltd at year end:

2024 2023
Amounts (owed to ) Amounts (owed to )


/ by Marflow Engineering Ltd

/ by Marflow Engineering
Ltd
£    £   
Sanbra Fyffe Ltd 133,955
Kelso Agencies Ltd 86,515
Sanbra Ltd (87 )

During the year, the company underwent a change in its group structure. On 4 February 2024, the company was transferred from Flair Showers Limited to Sanbra Limited, resulting in a change to its related parties from that date onward.

As at 31 December 2024, the following entities were regarded as related parties due to common directors and shareholders.

- MSCLUK Ltd
- Flair Showers (UK) Limited
- Flair Showers Ltd (ROI)

Amounts owed to/by Marflow Engineering Ltd at year end:

2024 2023
Amounts (owed to ) Amounts (owed to )


/ by Marflow Engineering Ltd

/ by Marflow Engineering
Ltd
£    £   
MSCLUK Ltd (90,000 ) -
Flair Showers (UK) Limited 1,153,203 -
Flair Showers Ltd (ROI) 855,612 -

13. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Rockabel Limited.

The company regards Sanbra Limited, a company registered in the Republic of Ireland, as its parent company. The results of Marflow Engineering Ltd are included in the consolidated financial statements of Sanbra Limited, which are available at the company's registered office at Instantor Works, Santry Avenue, Dublin 9, Ireland.