REGISTERED NUMBER: 00762306 (England and Wales)

Financial Statements

for the Year Ended 31 December 2024

for

Marling Leek Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

R G Ellis

L M Repetto

SECRETARY:

L M Repetto

REGISTERED OFFICE:

Marling Mills

Nelson Street

Leek

Staffordshire

ST13 6BB

REGISTERED NUMBER:

00762306 (England and Wales)

AUDITORS:

Bennett Brooks & Co Limited

Chartered Accountants

& Statutory Auditors

St George's Court

Winnington Avenue

Northwich

Cheshire

CW8 4EE

FIXED ASSETS

Tangible assets

4

84,837

63,509

CURRENT ASSETS

Stocks

1,206,876

952,896

Debtors

5

1,553,083

2,224,591

Cash at bank and in hand

71,032

82,001

2,830,991

3,259,488

CREDITORS

Amounts falling due within one year

6

(8,306,549

)

(8,068,948

)

NET CURRENT LIABILITIES

(5,475,558

)

(4,809,460

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(5,390,721

)

(4,745,951

)

CAPITAL AND RESERVES

Called up share capital

2,500,002

2,500,002

Other reserves

6,004

6,004

Retained earnings

(7,896,727

)

(7,251,957

)

SHAREHOLDERS' FUNDS

(5,390,721

)

(4,745,951

)

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 September 2025 and were signed on its behalf by:

R G Ellis - Director

1.	STATUTORY INFORMATION

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

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

Transactions are rounded to the nearest £.

2.	ACCOUNTING POLICIES

Accounting convention

These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Going Concern

The Company has net liabilities of £5,390,721. The directors have assessed the Company's forecasts for future profitability and have concluded that the Company is reliant on the support of its parent company, Unitex UK Limited and sister company, Ridgegear Limited and ultimately, the parent company Unitex Holding BV.

The above companies have confirmed that, for a period of at least 12 months from the date of approving the financial statements:

- financial support will continue to be provided in order for the Company to trade normally; and

- repayment of the intercompany loans due to the parent and other group companies will not be requested.

However, due to the current global economic environment and the trading activity of the wider group, and the requirement for the parent company to continue to be supported by it's shareholder, uncertainty exists over the parent company's ability to continue as a going concern and whether repayment of the loans will not be requested. This constitutes a material uncertainty which may cast significant doubt over the company's ability to continue as a going concern for the foreseeable future and, therefore, the Company might be unable to realise its assets and discharge its liabilities in the normal course of business.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable and represents the invoiced value, net of Value Added Tax of goods and services provided to customers. Turnover is derived entirely from the Company’s principal activities and is recognised upon the date of despatch.

Interest payable and similar expenses

Interest payable is arising from borrowings with finance costs recognised in the profit or loss as they accrue, using the effective interest method.

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and machinery 10% - 20% per annum straight line

Fixtures, fittings, tools and equipment 10% - 33.3% per annum straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Residual value is calculated on prices prevailing at the reported date, after estimated costs of disposal, for the asset as if it were at the age and in the condition expected at the end of its useful life.

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value. In determining the cost of raw materials, consumables and goods purchased for resale the average cost method is used. For work in progress and finished goods, cost is taken as production cost, which includes an appropriate proportion of labour and attributable overheads . Net realisable value is the estimated selling price, less further costs to completion and costs to be incurred in selling and distribution. Provision is made where necessary for obsolete, slow moving stock or work in progress.

Taxation

The tax expense represents the sum of the current tax expense and deferred tax expense. Current tax assets are recognised when tax paid exceeds the tax payable.

Current and deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited to other comprehensive income or equity, when the tax follows the transaction or event it relates to and is also charged or credited to other comprehensive income, or equity.

Current tax assets and current tax liabilities and deferred tax assets and deferred tax liabilities are offset, if and only if, there is a legally enforceable right to set off the amounts and the entity intends either to settle on the net basis or to realise the asset and settle the liability simultaneously.

Current tax is based on taxable profit for the year. Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled based on tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax liabilities are recognised in respect of all timing differences that exist at the reporting date. Timing differences are differences between taxable profits and total comprehensive income that arise from the inclusion of income and expenses in tax assessments in different periods from their recognition in the financial statements. Deferred tax assets are recognised only to the extent that it is probable that they will be recovered by the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Transactions in currencies other than the functional currency (foreign currencies) are initially recorded at the exchange rate prevailing on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction or, if the asset or liability is measured at fair value, the rate when that fair value was determined.

All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income.

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 group personal pension plan and makes contributions to this together with contributions to individual personal pension plans. The amount charged to profit or loss in respect of pension costs and other post retirement benefits is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments.

Employee Benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Cash and cash equivalents

Cash and cash equivalents are basic financial instruments and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.

Basic financial assets

Basic financial assets, which include trade, group and other debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the financial asset is measured at the present value of the future receipts discounted at a market rate of interest.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans, and loans from fellow group companies, 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 method.

Equity instruments

Equity instruments issued by the company are recorded at the fair value of proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Profit and loss reserve

Cumulative profit and loss net of distributions to owners.

Other reserves

Other reserves relates to a capital reserve which represents the nominal value of shares repurchased and still held at the end of the reporting period.

Critical accounting judgements and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates and assumptions

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The directors consider that accounting estimates, assumptions and judgements made do not have a significant risk of causing a material difference to the carrying amounts of assets and liabilities within the next financial year.

Critical areas of judgement

There are procedures in place to monitor stock items considered to be slow moving to ensure that the carrying value of these items is still recoverable. Where necessary, a provision is made for items where the recoverable amount is lower than the carrying value.

The directors exercise significant judgement in applying the going concern basis in preparing the financial statements. This judgement being the assumption that the parent company and ultimate shareholder are able to fund the business for a period of 12 months from the approval of the accounts. As stated in the directors report, the directors have judged that this constitutes a material uncertainty which may cast significant doubt over the company's ability to continue as a going concern for the foreseeable future and, therefore, the Company might be unable to realise its assets and discharge its liabilities in the normal course of business.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2023 - 2 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

1,888,970

Additions

37,746

At 31 December 2024

1,926,716

DEPRECIATION

At 1 January 2024

1,825,461

Charge for year

16,418

At 31 December 2024

1,841,879

NET BOOK VALUE

At 31 December 2024

84,837

At 31 December 2023

63,509

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

295,597

330,604

Amounts owed by group undertakings

1,102,063

1,815,995

VAT

58,347

-

Prepayments

97,076

77,992

1,553,083

2,224,591

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

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

608,122

229,499

Amounts owed to group undertakings

7,595,473

7,743,441

Social security & other taxes

29,324

33,207

VAT

-

1,978

Other creditors

41,390

24,997

Amounts due to related parties

8,267

11,418

Accrued expenses

23,973

24,408

8,306,549

8,068,948

Amounts owed to group undertakings are unsecured, repayable on demand and bear interest at varying rates between 7 and 8.95%.

7.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

66,557

64,193

Between one and five years

120,448

34,152

187,005

98,345

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

The Report of the Auditors was unqualified.

Matthew Bailey BSc (Hons) ACA (Senior Statutory Auditor)

for and on behalf of Bennett Brooks & Co Limited

The Report of the Auditors included the following paragraph:

Material uncertainty related to going concern

We draw attention to the going concern paragraph in Note 2 in the financial statements which states that the Company has net liabilities, including significant intercompany loans and as a result is dependent upon the financial support of the Unitex UK Group and ultimately, the parent company Unitex Holding BV.

As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

9.	ULTIMATE CONTROLLING PARTY

The ultimate controlling parties are Mrs Brenda Ann Repetto and Dr Franco Mario Repetto.

10.	FINANCIAL COMMITMENTS, GUARANTEES AND CONTINGENT LIABILITIES

The Company has a guarantee dated 11 April 2001 in favour of HMRC for £40,000 (2023: £40,000).

The company has given a fixed and floating charge dated 8 December 2019 in favour of Barclays Bank plc as security against all property or undertaking of the company.

The Company is a member of a VAT group. At 31 December 2024 the aggregate VAT liability of the other companies in the group was £135,156 (2023: £185,624).

11.	RELATED PARTY TRANSACTIONS

Transactions with related parties

During the year the company entered into the following transactions with related parties:

During the year, the Company purchased £144,986 (2023: £138,343) of goods from related parties. During the year, the Company sold £Nil (2023: £Nil) of goods to related parties which are not wholly owned. At the year end, the Company owed £8,267 (2023: £11,418) to the related parties and was owed £Nil (2023: £Nil) from the related parties.

These are related parties of the Company because the ultimate controlling parties have a common interest in these companies.

The amounts outstanding are unsecured, non-interest bearing and will be settled in cash.

No guarantees have been given or received. No expense has been recognised in the year (2023: £Nil) in respect of bad debts from related parties.

12.	PARENT UNDERTAKINGS

The parent of the smallest group for which consolidated accounts are drawn upon which the Company is a member is Unitex UK Limited, a company with a registered office at Marling Mills, Nelson Street, Leek, Staffordshire, ST13 6BB.

The largest group in which the results of the Company are consolidated is that headed by Unitex Holding B.V. The consolidated accounts of this group are available to the public and may be obtained from:

Unitex Holding B.V.

Glashurst 111

PO Box 7

3925 ZG

Scherpenzeel

Netherlands