Mahr U.K. Limited - Limited company accounts 25.1

REGISTERED NUMBER: 03139276 (England and Wales)

MAHR U.K. LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

N Sawani

M Husken

REGISTERED OFFICE:

25 Presley Way

Crownhill

Milton Keynes

MK8 0ES

REGISTERED NUMBER:

03139276 (England and Wales)

AUDITORS:

Higginson & Co (UK) Limited

3 Kensworth Gate

200 - 204 High Street South

Dunstable

Bedfordshire

LU6 3HS

REVIEW OF BUSINESS

Confidence in the UK manufacturing sector remains moderate to low. The results of the hard work in the preceding years has continued to show rewards. Mahr has continued to achieve greater recognition within the key market segments identified.

Trading to June 2025 is in line with budget expectations the company has every expectation of meeting the forecast for the year. The company has addressed infrastructure issues at the group level.

The market remains highly competitive, but the scope of our pipeline gives us confidence for the year ahead.

The outlook model for Mahr UK remains at modest growth while growing our market share, and further strengthening our presence in key industry sectors however the impact of price pressure as a result of Brexit has yet to be fully determined.

Mahr UK is now better placed in the market, with a continuing focus on solutions-provision rather than equipment-provision.

PRINCIPAL RISKS AND UNCERTAINTIES

The company operates as a UK subsidiary but in the roles of principal of a German manufacturing parent.

As a result there is no significant financial risk borne by the company in relation to credit management, treasury or procurement other than within the group.

The group and the company do understand the risks involved in regard to the fall out from Brexit and are seeking to minimize the impact in particular in relation to the uncertainty over the free movement of goods and staff between the 2 UK internal markets. This remains a work in progress.

Environmental risk is one of the principal risks for the company. Local management ensures that the company adheres fully to any environmental regulations within the UK.

Local management continue to monitor changes in legislation that may impact the company and its employees.

Brexit and the impact of the new trading relationship with the EU remains a risk and the company is actively engaged in strategies to mitigate the impact. It is hoped that there will be closer co-operation between the UK and the Eu as time goes on.

Following the cyber-attack on the parent company at the end of 2022 the company is very aware of the risks over data security and actively takes steps to mitigate this risk.Cyber security remains a high priority for the group.

The current Global trade uncertainty generated by the United States of America is of concern to the group but has a minimal impact on the UK company which does not sell into the USA.

ON BEHALF OF THE BOARD:

N Sawani - Director

16 September 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of measuring equipment suppliers.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

N Sawani

M Husken

GOING CONCERN

The company's business activities, together with the factors likely to affect its future development and its financial position, have been considered by the directors. Although the trading conditions in the UK have been difficult, Mahr (UK) Limited makes a positive contribution to the group and the parent company has confirmed its intention to continue to support the company.

As a consequence the directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future. Accordingly they continue to adopt the going concern basis in preparing the annual report and accounts.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 of the profit or loss of the company 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;

-	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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

DIRECTORS' STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

The directors who were members of the board at the time of approving the directors' report are listed on page 1. Having made enquiries of fellow directors and of the company's auditors, each of these directors confirms that:

· to the best of each director's knowledge and belief, there is no information relevant to the preparation of their report of which the company's auditors are unaware; and

· each director has taken all the steps a director might reasonably be expected to have taken to be aware of relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

Higginson & Company (UK) Limited, having expressed their willingness to continue in office, will be deemed reappointed for the next financial year in accordance with Section 487 (2) of the Companies Act 2006 unless the company receives notice under Section 488 (1) of the Companies Act 2006.

This report has been prepared in accordance with the special provision of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

N Sawani - Director

16 September 2025

Opinion

We have audited the financial statements of Mahr U.K. Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 31 December 2024 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'; 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 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 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 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 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 Strategic Report and the Report of the Directors 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 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, 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 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 Directors' Responsibilities Statement set out on page three, 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 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 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:

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

Audit response to risks identified

-the nature of the industry and sector, control environment and business performance including the design of the remuneration policy;

-results of our enquiries of management about their own identification and assessment of the risks of irregularities;

-any matters we identified having obtained and reviewed the Company documentation of their policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

- the matters discussed among the audit engagement team, including tax regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to revenue deferrals. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK

Companies Act, UK Corporate Governance Code and local tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company's ability to operate or to avoid a material penalty. These included compliance with Financial Conduct Authority regulation for the UK operating segment and compliance with local legislation.

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.

John L G Darling FCCA (Senior Statutory Auditor)

for and on behalf of Higginson & Co (UK) Limited

Dunstable

16 September 2025

TURNOVER

3

1,628,246

2,158,796

Cost of sales

866,176

1,081,313

GROSS PROFIT

762,070

1,077,483

Administrative expenses

645,212

791,937

OPERATING PROFIT

6

116,858

285,546

Interest receivable and similar income

211

2,849

117,069

288,395

Interest payable and similar expenses

7

1,236

3,728

PROFIT BEFORE TAXATION

115,833

284,667

Tax on profit

8

29,280

37,657

PROFIT FOR THE FINANCIAL YEAR

86,553

247,010

PROFIT FOR THE YEAR

86,553

247,010

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

86,553

247,010

FIXED ASSETS

Tangible assets

9

-

1,093

CURRENT ASSETS

Stocks

10

284,582

214,764

Debtors

11

362,852

596,951

Cash at bank and in hand

5,289

289

652,723

812,004

CREDITORS

Amounts falling due within one year

12

501,851

748,778

NET CURRENT ASSETS

150,872

63,226

TOTAL ASSETS LESS CURRENT
LIABILITIES

150,872

64,319

CAPITAL AND RESERVES

Called up share capital

14

50,000

Retained earnings

15

100,872

14,319

SHAREHOLDERS' FUNDS

150,872

64,319

The financial statements were approved by the Board of Directors and authorised for issue on 16 September 2025 and were signed on its behalf by:

N Sawani - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 January 2023

50,000

(232,691

)

(182,691

)

Changes in equity

Total comprehensive income

-

247,010

Balance at 31 December 2023

50,000

14,319

64,319

Changes in equity

Total comprehensive income

-

86,553

Balance at 31 December 2024

50,000

100,872

150,872

1.	STATUTORY INFORMATION

Mahr U.K. 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

Accounting convention

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 company's financial statements are presented in Sterling and all values are rounded to the nearest Pound except where otherwise indicated.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's in the adoption and consistent application of accounting policies. In particular, management is required to make estimates and assumptions that affect the recognition, measurement, and disclosure of assets, liabilities, income, and expenses.

These judgments are necessary where accounting standards provide choices between alternative treatments or require assessment of uncertain future outcomes. Areas involving significant management judgment include, but are not limited to:

Determination of useful lives and residual values of property, plant, and equipment;

Evaluation of impairment indicators and recoverable amounts of assets;

Measurement of provisions and contingent liabilities;

Assessment of revenue recognition criteria;

Determination of the fair value of financial instruments.

While management believes that the judgments made are reasonable and prudent, actual results may differ from these estimates and assumptions.

Fundamental accounting concept

The company is dependent on continuing finance being made available by its parent company to enable it to continue operating and to meet its liabilities as they fall due. The parent company has agreed to provide sufficient funds for these purposes. On this basis, the directors consider it appropriate to prepare the accounts on the going concern basis. The financial statements do not include any adjustments that would result should continuing finance cease to be made available.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

" the requirements of Section 7 with regards preparation of a cash flow statement

" the requirements of Section 33, with regards disclosure of related party transactions with and between wholly-owned subsidiaries

" certain requirements of Section 11, with regards disclosures relating to financial instruments

FRS 102 allows a qualifying entity certain disclosure exemptions. A qualifying entity is defined as a member of a group that prepares publicly available financial statements, which give a true and fair view, in which that member is consolidated. Mahr (UK) Limited is a qualifying entity as its results are consolidated into the financial statements of Mahr GMBH Holdings, a company registered in Germany, and whose financial statements are publicly available.

Turnover

Turnover represents net invoiced sales of goods, excluding value added tax. Revenue is recognised where the significant risks and rewards of ownership of products have been passed to the customer, usually on despatch.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

30% on reducing balance, 15% on reducing balance and taking account of a diminution in value

Equipment

-

15% on reducing balance and taking account of a diminution in value

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of significant change since the last reporting date.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Deferred tax

Deferred tax is recognised in respect of all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, with the following exceptions:

Deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carried forward tax credits or tax losses can be utilised.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

Foreign currencies

The financial statements are prepared in sterling which is the functional currency of the company.

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.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, and loans to/from related parties. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.

Judgements in applying accounting policies

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Inventory

Management estimates the net values of inventory, taking into account the most reliable evidence available at each reporting date. The future realisation of inventory may be affected by future technology or other market driven changes that may reduce future selling prices.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market for the year ended 31 December 2023 is given below:

£

United Kingdom

1,868,473

Europe

290,323

2,158,796

This analysis is not considered to be applicable to the year ended 31 December 2024.

4.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

Wages and salaries

273,858

384,386

Social security costs

33,372

38,884

Other pension costs

15,861

20,769

323,091

444,039

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

31.12.24

31.12.23

Management

2

3

Administration

2

4

Installation & Engineers

4

-

8

7

5.	DIRECTORS' EMOLUMENTS

31.12.24

31.12.23

£

Directors' remuneration

-

80,048

Directors' pension contributions to money purchase schemes

-

8,438

Compensation to director for loss of office

-

25,500

6.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

31.12.24

31.12.23

£

Hire of plant and machinery

-

(90

)

Other operating leases

38,216

30,593

Depreciation - owned assets

1,093

1,932

Operating leases - Plant & Machinery

46,645

47,455

Operating leases - land & buildings

38,216

30,593

Auditors Remuneration

10,000

Amount of stock expensed in the income statement

866,176

1,091,859

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

£

Interest paid to group

companies

1,236

3,728

1,236

3,728

8.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31.12.24

31.12.23

£

Current tax:

UK corporation tax

29,280

37,657

Tax on profit

29,280

37,657

UK corporation tax has been charged at 23% (2023 - 22%).

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24

31.12.23

£

Profit before tax

115,833

284,667

Profit multiplied by the standard rate of corporation tax in the UK of 25%
(2023 - 22%)

28,958

62,627

Effects of:

Depreciation in excess of capital allowances

322

188

Utilisation of tax losses

-

(25,158

)

Total tax charge

29,280

37,657

Factors that may affect future tax charges

Current pressure on the economy due to the pandemic has meant a change in direction of tax rates upwards.The Finance Act 2024 announced that rises in tax rates will start to take place with effect from 01 April 2024.

The unprovided deferred tax asset at 31 December 2023 has been cleared.

The unprovided amount for 2024 is £NIL.

9.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

Equipment

Totals

£

COST

At 1 January 2024

and 31 December 2024

71,069

12,534

83,603

DEPRECIATION

At 1 January 2024

69,976

12,534

82,510

Charge for year

1,093

-

1,093

At 31 December 2024

71,069

12,534

83,603

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

1,093

-

1,093

10.

STOCKS

31.12.24

31.12.23

£

Finished goods

284,582

214,764

Impairment losses recognised in profit for the year were £124126 (2023: £114949).

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

Trade debtors

365,578

599,183

Provision for doubtful debt

(17,862

)

(26,019

)

Prepayments

15,136

23,787

362,852

596,951

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

Loans from group undertakings & bank overdrafts (see note 13)

148,385

117,097

Trade creditors

3,359

28,160

Amounts owed to group undertakings

171,691

409,627

Corporation tax

29,232

37,609

Social security and other taxes

9,108

7,201

VAT

88,897

109,440

Accruals and deferred income

51,179

39,644

501,851

748,778

13.

LOANS

An analysis of the maturity of loans is given below:

31.12.24

31.12.23

£

Amounts falling due within one year or on demand:

Loan from group undertakings

148,385

117,097

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

50,000

Ordinary

£1

50,000

15.

RESERVES

Retained

earnings

£

At 1 January 2024

14,319

Profit for the year

86,553

At 31 December 2024

100,872

16.	ULTIMATE PARENT AND CONTROLLING PARTY

The controlling party is Mahr GMBH.

The parent undertaking and controlling party of the group of undertakings of which the company is a member and for which group accounts are prepared is Mahr GMBH, a company registered in Germany.

Copies of the group financial statements can be obtained from Mahr GMBH. Carl-Mahr Strasse 1, 37073, Goettingen, Germany.