Merlin Flex Limited - Limited company accounts 25.1

REGISTERED NUMBER: 03235739 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST MARCH 2025

FOR

MERLIN FLEX LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

6

Balance Sheet

7

Statement of Changes in Equity

8

Notes to the Financial Statements

9

DIRECTORS:

M Merifield

K Merifield

M Black

S Walker

N J Martin

SECRETARY:

V M Jones

REGISTERED OFFICE:

162-164 High Street

Rayleigh

Essex

SS6 7BS

REGISTERED NUMBER:

03235739 (England and Wales)

AUDITORS:

ESW Limited

Chartered Accountants

& Registered Auditors

162-164 High Street

Rayleigh

Essex

SS6 7BS

BANKERS:

Bank of Scotland PLC

33 Old Broad Street

London

EC2N 1HW

The directors present their report with the financial statements of the company for the year ended 31st March 2025.

DIRECTORS

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

M Merifield

K Merifield

M Black

S Walker

N J Martin

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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). 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are 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 each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

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

ON BEHALF OF THE BOARD:

N J Martin - Director

8th December 2025

Opinion

We have audited the financial statements of Merlin Flex Limited (the 'company') for the year ended 31st March 2025 which comprise the Income Statement, 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 31st March 2025 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 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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:

The company is subject to numerous laws and regulations that could reasonably be expected to have a material effect on the financial statements. From our general commercial experience and discussion with management, we identified the following laws and regulations; The controlled drugs regulations, the control of poisons and explosive precursor regulations, Restriction of hazardous substances in electrical and electronic equipment (RoHS), Registration, evaluation, authorisation and restriction of chemicals (REACH UK), health and safety, employment taxes, financial reporting and distributable profits.

Our audit procedures to address potential fraud and non-compliance with laws and regulations included:

- Enquiry of management and staff

- Review of legal documentation and correspondence

- Analytical review to identify unexpected account movements and investigation of variances

- Assessment of potential management override by review of journals and unusual accounting entries

- Identification and review of transactions with related parties

- Review of year end cut-off and after date transactions

- Reconciliation of intercompany balances

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Stephen Cracknell FCA (Senior Statutory Auditor)

for and on behalf of ESW Limited

Chartered Accountants

& Registered Auditors

162-164 High Street

Rayleigh

Essex

SS6 7BS

8th December 2025

TURNOVER

8,011,033

6,176,075

Cost of sales

(4,899,324

)

(3,352,601

)

GROSS PROFIT

3,111,709

2,823,474

Administrative expenses

(2,048,196

)

(1,778,880

)

1,063,513

1,044,594

Other operating income

2,000

-

OPERATING PROFIT

4

1,065,513

1,044,594

Interest payable and similar expenses

(7

)

(1,059

)

PROFIT BEFORE TAXATION

1,065,506

1,043,535

Tax on profit

5

(110,550

)

(101,208

)

PROFIT FOR THE FINANCIAL YEAR

954,956

942,327

FIXED ASSETS

Tangible assets

6

2,913,861

2,373,444

CURRENT ASSETS

Stocks

847,083

956,910

Debtors

7

2,945,001

3,133,123

Cash at bank and in hand

552,505

302,150

4,344,589

4,392,183

CREDITORS

Amounts falling due within one year

8

(1,140,156

)

(1,212,838

)

NET CURRENT ASSETS

3,204,433

3,179,345

TOTAL ASSETS LESS CURRENT
LIABILITIES

6,118,294

5,552,789

PROVISIONS FOR LIABILITIES

10

(545,200

)

(434,650

)

NET ASSETS

5,573,094

5,118,139

CAPITAL AND RESERVES

Called up share capital

11

2

Revaluation reserve

381,837

424,264

Retained earnings

5,191,255

4,693,873

SHAREHOLDERS' FUNDS

5,573,094

5,118,139

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

The financial statements were approved by the Board of Directors and authorised for issue on 8th December 2025 and were signed on its behalf by:

N J Martin - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

Balance at 1st April 2023

2

3,704,406

471,404

4,175,812

Changes in equity

Total comprehensive income

-

989,467

(47,140

)

942,327

Balance at 31st March 2024

2

4,693,873

424,264

5,118,139

Changes in equity

Dividends

-

(500,000

)

-

(500,000

)

Total comprehensive income

-

997,382

(42,427

)

954,955

Balance at 31st March 2025

2

5,191,255

381,837

5,573,094

1.	STATUTORY INFORMATION

Merlin Flex 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" 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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts.

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually when orders are complete and ready for dispatch.

Turnover is proportionally recognised on non-cancellable orders that are in the manufacturing process based on the percentage of completion.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Freehold property

-

4% on cost

Plant and machinery

-

33% on cost, 25% on cost, 10% on reducing balance and Straight line over 8 years

Stocks

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

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

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 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.

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 and bank loans, 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.

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

Transactions in currencies other than the functional currency (foreign currency) 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.

All translation differences are taken to profit or loss.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 72 (2024 - 60 ) .

4.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

Depreciation - owned assets

327,913

216,469

Depreciation - assets on hire purchase contracts

-

43,304

Auditors' remuneration

6,000

The Merlin Group submitted an insurance claim in respect of losses arising from COVID-19. A final settlement of £200,000 was agreed with the insurer in 2024 and is presented within other operating income in the comparative figures within the accounts for the year ended 31 March 2025 of the fellow subsidiary, Merlin Circuit Technology Limited.

5.

TAXATION

Analysis of the tax charge

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

2025

2024

£

Deferred tax

110,550

101,208

Tax on profit

110,550

101,208

6.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

COST OR VALUATION

At 1st April 2024

305,740

4,415,181

4,720,921

Additions

-

870,733

Disposals

-

(2,403

)

(2,403

)

At 31st March 2025

305,740

5,283,511

5,589,251

DEPRECIATION

At 1st April 2024

40,427

2,307,050

2,347,477

Charge for year

12,232

315,681

327,913

At 31st March 2025

52,659

2,622,731

2,675,390

NET BOOK VALUE

At 31st March 2025

253,081

2,660,780

2,913,861

At 31st March 2024

265,313

2,108,131

2,373,444

Cost or valuation at 31st March 2025 is represented by:

Plant and

Land and

machinery

buildings

etc

Totals

£

Valuation in 2016

-

985,590

Cost

305,740

4,297,921

4,603,661

305,740

5,283,511

5,589,251

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

Plant and

machinery

etc

£

COST OR VALUATION

At 1st April 2024

638,409

Transfer to ownership

(638,409

)

At 31st March 2025

-

DEPRECIATION

At 1st April 2024

248,676

Transfer to ownership

(248,676

)

At 31st March 2025

-

NET BOOK VALUE

At 31st March 2025

-

At 31st March 2024

389,733

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Trade debtors

1,226,523

1,224,708

Amounts owed by group undertakings

48,352

729,477

Other debtors

1,670,126

1,178,938

2,945,001

3,133,123

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Hire purchase contracts

-

2,207

Trade creditors

857,437

392,445

Amounts owed to group undertakings

-

582,291

Social security and other taxes

52,816

45,080

VAT

96,254

117,333

Other creditors

12,019

9,988

Accruals and deferred income

121,630

63,494

1,140,156

1,212,838

9.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£

Hire purchase contracts

-

2,207

The hire purchase liabilities are secured on the assets to which they relate.

10.	PROVISIONS FOR LIABILITIES

2025

2024

£

Deferred tax

545,200

434,650

Deferred

tax

£

Balance at 1st April 2024

434,650

Accelerated capital allowances

110,550

Balance at 31st March 2025

545,200

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

2

Ordinary

2

12.	RELATED PARTY 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.

During the year KSRG Limited invoiced Merlin Flex Limited £96,000 (2024 : £96,000) for rent. Mr N Martin is a director of KSRG Limited and a director and majority shareholder in Merlin PCB Group Limited which is the parent company of Merlin Flex Limited.

The balance sheet includes balances with companies where Mr N Martin is a director, who is also a director and majority shareholder in Merlin PCB Group Limited;

2025

2024

£

KSRG Limited

Trade creditors

26,394

33,982

13.	PARENT COMPANY

The company's immediate and ultimate parent undertaking is Merlin PCB Group Limited, a company incorporated in England and Wales which is the smallest and largest group for which consolidated accounts including Merlin Flex Limited are prepared. The consolidated accounts of Merlin PCB Group Limited are available from its registered office 162-164 High Street, Rayleigh, Essex, United Kingdom, SS6 7BS.