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REGISTERED NUMBER: 01405254 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

MERTON GROUP (UK) LIMITED

| MERTON GROUP (UK) LIMITED (REGISTERED NUMBER: 01405254) |

CONTENTS OF THE FINANCIAL STATEMENTS

for the year ended 31 December 2024

Page |

| Company Information | 1 |

| Balance Sheet | 2 |

| Notes to the Financial Statements | 3 |

| MERTON GROUP (UK) LIMITED |

COMPANY INFORMATION

for the year ended 31 December 2024

| DIRECTORS: | Mr P S Tipton

| Mr P G Cheeseman

| Mr M Maybury

| SECRETARY: | Mr P S Tipton

| REGISTERED OFFICE: | Unit 9

| Foxholes Road

| Merton Business Park

| Leicester

| LE3 1TH

| REGISTERED NUMBER: | 01405254 (England and Wales)

| ACCOUNTANTS: | Magma Audit LLP

| Unit 2 Charnwood Edge Business Park

| Syston Road, Leicester

| LE7 4UZ

| Magma Audit LLP is part

| Of the Dains Group

| MERTON GROUP (UK) LIMITED (REGISTERED NUMBER: 01405254) |

BALANCE SHEET

31 December 2024

| 2024 |  | 2023

| Notes | £ | £ |

FIXED ASSETS

Tangible assets | 4 | 3,701,919 |  | 3,084,909 |  |

CURRENT ASSETS

Stocks | 890,474 |  | 1,137,928 |  |

Debtors | 5 | 1,824,502 |  | 1,514,865 |  |

Cash at bank and in hand | 19,586 |  | 135,235 |  |

2,734,562 |  | 2,788,028 |  |

CREDITORS

Amounts falling due within one year | 6 | (2,411,291 | ) | (2,566,775 | ) |

NET CURRENT ASSETS | 323,271 |  | 221,253 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 4,025,190 |  | 3,306,162 |  |

CREDITORS

Amounts falling due after more than one year | 7 | (86,116 | ) | (232,781 | ) |

PROVISIONS FOR LIABILITIES | (194,000 | ) | (58,600 | ) |

NET ASSETS | 3,745,074 |  | 3,014,781 |  |

CAPITAL AND RESERVES

Called up share capital | 3,502 |  | 3,502 |  |

Revaluation reserve | 1,733,400 |  | 1,125,400 |  |

Retained earnings | 2,008,172 |  | 1,885,879 |  |

3,745,074 |  | 3,014,781 |  |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 10 September 2025 and were signed on its behalf by:

Mr P S Tipton - Director

| MERTON GROUP (UK) LIMITED (REGISTERED NUMBER: 01405254) |

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2024

1. | STATUTORY INFORMATION

| Merton Group (UK) Limited is a private limited company, limited by shares, registered in England and Wales. Its registered office address is Unit 9, Foxholes Road, Merton Business Park, Leicester, LE3 1TH and the registered number is 01405254.

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

| The presentation currency of the financial statements is the Pound Sterling (£).

| Going concern

| At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

| Turnover

| Turnover represents amounts receivable for goods and services net of VAT and trade discounts and is recognised when goods are despatched.

| Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

| Tangible fixed assets

| Tangible fixed assets other than freehold land and buildings are stated at cost or valuation less depreciation. Depreciation is provided at rates calculated to write off the cost or valuation less estimated residual value of each asset over its expected useful life, as follows:

| Freehold property |  | Not depreciated |  |

| Computer equipment |  | 20% on cost |  |

| Plant, fixtures & fittings |  | 10% and 20% on cost |  |

| The company's freehold properties are not depreciated as they are the subject of a continuous maintenance and refurbishment development programme. The directors are of the opinion that the properties are stated at fair values.

| Stocks

| Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

| Financial instruments

| (i) Financial assets

| Basic financial assets, including trade and other debtors, cash and bank balances 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 rate method.

| (ii) Financial liabilities

| Basic financial liabilities, including trade and other creditors 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 payments discounted at a market rate of interest.

| Debt instruments are subsequently carried at amortised cost, using the effective interest rate.

| MERTON GROUP (UK) LIMITED (REGISTERED NUMBER: 01405254) |

NOTES TO THE FINANCIAL STATEMENTS - continued

for the year ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Taxation

| The tax expense for the year comprises current and deferred tax.

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

| Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:

| - The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

| - Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

| Both current and deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Operating leases

| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

| Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Payments 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.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 40 (2023 - 41 ) .

4. | TANGIBLE FIXED ASSETS

| Plant, |

| Freehold |  | Computer |  | fixtures |

| property |  | equipment |  | & fittings |  | Totals

£ | £ | £ | £ |

| COST OR VALUATION

| At 1 January 2024 | 2,942,000 |  | 285,695 |  | 509,439 |  | 3,737,134 |  |

| Additions | - |  | 14,437 |  | 24,439 |  | 38,876 |  |

| Disposals | - |  | (27,677 | ) | (2,789 | ) | (30,466 | ) |

| Revaluations | 608,000 |  | - |  | - |  | 608,000 |  |

| At 31 December 2024 | 3,550,000 |  | 272,455 |  | 531,089 |  | 4,353,544 |  |

| DEPRECIATION

| At 1 January 2024 | - |  | 236,737 |  | 415,488 |  | 652,225 |  |

| Charge for year | - |  | 12,332 |  | 17,534 |  | 29,866 |  |

| Eliminated on disposal | - |  | (27,677 | ) | (2,789 | ) | (30,466 | ) |

| At 31 December 2024 | - |  | 221,392 |  | 430,233 |  | 651,625 |  |

| NET BOOK VALUE

| At 31 December 2024 | 3,550,000 |  | 51,063 |  | 100,856 |  | 3,701,919 |  |

| At 31 December 2023 | 2,942,000 |  | 48,958 |  | 93,951 |  | 3,084,909 |  |

| Freehold land and buildings with a carrying amount of £2,150,000 (2023 - £2,942,000) have been pledged to secure borrowings of the company. The company is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

| MERTON GROUP (UK) LIMITED (REGISTERED NUMBER: 01405254) |

NOTES TO THE FINANCIAL STATEMENTS - continued

for the year ended 31 December 2024

4. | TANGIBLE FIXED ASSETS - continued

| Freehold land and buildings were revalued on an open market basis on 31 December 2024 by Ward Surveyors Ltd, Chartered Commercial Property Surveyors.The directors consider this to be the fair value of the properties.

5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2024 | 2023 |

£ | £ |

| Trade debtors | 1,736,157 |  | 1,441,056 |  |

| Other debtors | - |  | 560 |  |

| Directors' current accounts | 15,791 |  | - |  |

| Prepayments and accrued income | 72,554 |  | 73,249 |  |

1,824,502 |  | 1,514,865 |  |

6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2024 | 2023 |

£ | £ |

| Bank loans and overdrafts | 92,276 |  | 120,653 |  |

| Other loans | 54,389 |  | 54,389 |  |

| Trade creditors | 1,189,317 |  | 1,266,657 |  |

| Tax | 156,310 |  | 56,700 |  |

| Social security and other taxes | 33,935 |  | 37,105 |  |

| VAT | 124,539 |  | 120,362 |  |

| Other creditors | 309,395 |  | 551,610 |  |

| Directors' current accounts | 155,511 |  | 283,319 |  |

| Accruals and deferred income | 295,619 |  | 75,980 |  |

2,411,291 |  | 2,566,775 |  |

7. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

2024 | 2023 |

£ | £ |

| Bank loans - 1-2 years | - |  | 92,276 |  |

| Other loans - 1-2 years | 86,116 |  | 140,505 |  |

86,116 |  | 232,781 |  |

| Included in other creditors is £303,715 (2023: £546,199) relating to amounts due to the invoice finance company. These amounts are secured by a fixed charge over the trade debtors of the company.

8. | LEASING AGREEMENTS

| Operating lease payments represent rental expenses incurred by the company for its motor vehicle fleet, commercial motor vehicles, forklift trucks, and certain computer equipment. These leases are typically negotiated for terms ranging from 3 to 6 years, with fixed rental payments throughout the lease term.

| At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases totalling £135,744 (2023 - £189,642).

| MERTON GROUP (UK) LIMITED (REGISTERED NUMBER: 01405254) |

NOTES TO THE FINANCIAL STATEMENTS - continued

for the year ended 31 December 2024

9. | SECURED DEBTS

| The following secured debts are included within creditors:

2024 | 2023 |

£ | £ |

| Bank loans | 92,276 |  | 212,929 |  |

| Other loans | 140,505 |  | 194,894 |  |

232,781 |  | 407,823 |  |

| The bank loan is secured by a debenture over all assets of the company dated 29 July 2002 along with legal charges over one of the company's freehold property at Unit 9 Foxholes Road, Leicester LE3 1TH dated 14 July 2010. The bank loan attracts interest at 1.5% above SONIA and is repayable by quarterly instalments over 15 years following drawdown and is therefore fully repayable by 13 July 2025.

| Other loans are secured by a legal charge over all of the intellectual property rights of the company.

10. | OTHER FINANCIAL COMMITMENTS

| At the year end the company had a financial commitment to purchase forward exchange contracts of €NIL (2023 - €NIL) which was the equivalent of £NIL (2023 - £NIL).

11. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

| The following advances and credits to a director subsisted during the years ended 31 December 2024 and 31 December 2023:

2024 | 2023 |

£ | £ |

| Mr P G Cheeseman

| Balance outstanding at start of year | (31,695 | ) | (35,190 | ) |

| Amounts advanced | 165,170 |  | 90,371 |  |

| Amounts repaid | (117,684 | ) | (86,876 | ) |

| Amounts written off | - |  | - |  |

| Amounts waived | - |  | - |  |

| Balance outstanding at end of year | 15,791 |  | (31,695 | ) |

12. | RELATED PARTY TRANSACTIONS

| In July 2022 the company received a loan of £221,945 from Merton Cleaning Supplies (Leicester) Limited No 2 Retirement Benefit Scheme. At 31 December 2024 the total amount outstanding was £140,505 (2023 - £194,894). Interest is charged at 2.0% over the 5 year term and the loan is unsecured.