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REGISTERED NUMBER: 11267668 (England and Wales)

| Merlin Diesel Holdings Limited |

| Group Strategic Report, |

| Report of the Directors and |

| Unaudited |

| Consolidated Financial Statements |

| for the Year Ended 31 July 2025 |

Merlin Diesel Holdings Limited (Registered number: 11267668)

Contents of the Consolidated Financial Statements

for the year ended 31 July 2025

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Directors | 5 |

Consolidated Income Statement | 6 |

Consolidated Other Comprehensive Income | 7 |

Consolidated Balance Sheet | 8 |

Company Balance Sheet | 10 |

Consolidated Statement of Changes in Equity | 12 |

Company Statement of Changes in Equity | 13 |

Consolidated Cash Flow Statement | 14 |

Notes to the Consolidated Cash Flow Statement | 15 |

Notes to the Consolidated Financial Statements | 17 |

Merlin Diesel Holdings Limited

Company Information

for the year ended 31 July 2025

| DIRECTORS: | LK Bramley

| S Bramley

| M Rawlinson

| MF Brown

| JE Morley

| DJ Henry

| AT Ashcroft

| SECRETARY: | EC Bramley

| REGISTERED OFFICE: | 189/191 Bradkirk Place

| Walton Summit

| Preston

| Lancashire

| PR5 8AJ

| REGISTERED NUMBER: | 11267668 (England and Wales)

| ACCOUNTANTS: | McMillan & Co LLP

| Chartered Accountants

| 28 Eaton Avenue

| Matrix Office Park

| Buckshaw Village

| Chorley

| Lancashire

| PR7 7NA

Merlin Diesel Holdings Limited (Registered number: 11267668)

Group Strategic Report

for the year ended 31 July 2025

The directors present their strategic report of the company and the group for the year ended 31 July 2025.

REVIEW OF BUSINESS

Merlin Diesel Holdings Limited is the parent company of a group dedicated to the supply of parts and servicing of fuel systems for diesel engines. In addition the Group manufactures the machinery necessary for servicing and testing fuel systems for all diesel engines including large marine engines and generators.

On 1 August 2024, the parent company purchased the minority interest in Tyne Electro Diesel Limited.

During the financial year ended 31 July 2025, the Group achieved a turnover of £69.6m (2024: £75.0m), representing a decrease of 7.3%. Gross profit increased to £19.6m (2024: £19.1m), an increase of 2.8%, reflecting improved margin management and operational efficiency.

Operating profit saw a small fall of 0.7% year-on-year to £7.4m (2024: £7.4m), as the increased gross margin was offset by higher overheads in the smaller subsidiaries.

Net assets increased to £35.6m (2024: £31.6m), a rise of 12.5%, underpinned by retained earnings and strengthened working capital. Stock holding increased to £34.8m (2024: £31.0m), an increase of 12.1%, supporting both domestic and export demand. The increase also includes an increase of £0.4m in the pension scheme assets as a result of the actuarial valuation.

Overseas sales accounted for £40.1m (2024: £45.2m), showing a decrease of 11.4%, while domestic sales have stayed resilient at £29.5m (2024: £29.8m). The directors are satisfied with the Group's overall performance in a competitive market and believe that strong operational controls, strategic inventory management, and product quality contributed positively to profitability despite lower turnover.

The Group operates within the global diesel-parts and fuel-system aftermarket, which continues to evolve in response to economic, regulatory, and technological trends. While new diesel vehicle sales in the UK have declined due to the transition towards low-emission and electric vehicles, the aftermarket for diesel parts remains robust, driven by an ageing vehicle and machinery base that requires ongoing maintenance and repair. The global heavy-duty and diesel aftermarket is projected to grow at approximately 3-4% per annum over the medium term, supported by demand for replacement components such as injectors, filters, turbochargers, and exhaust-aftertreatment systems.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the company relate to:

- |  | Maintaining margins and cash management. |

- |  | Maintaining a quality stockholding. |

- |  | Liquidity risk and annual renewal of overdraft facility. |

- Impact of trading resulting from the Ukraine conflict and the recent Iranian conflict. |

- |  | Adverse exchange rate movements. |

KEY PERFORMANCE INDICATORS

| 2025 |  |  | 2024 |

Gross profit margins (gross profit/turnover) |  |  | 28.2% |  |  | 25.5% |

Net stockholding |  |  | £34.8m |  |  | £31.0m |

Stock turn (stock/cost of sales x 365 days) |  |  | 254 days |  |  | 203 days |

Merlin Diesel Holdings Limited (Registered number: 11267668)

Group Strategic Report

for the year ended 31 July 2025

SECTION 172(1) STATEMENT

Introduction

As directors we are committed to promoting the success of the company for the benefit of the Group as a whole. In doing so, we have regard to the matters set out in Section 172(1) of the Companies Act 2006.

Long-Term Decision Making

We consider the likely consequences of our decisions in the long term. This includes evaluating the sustainability of our business model, investing in innovation, and ensuring that our strategic plans align with our long-term goals.

Employee Interests

Our employees are our most valuable asset. We strive to create a positive working environment, offer opportunities for professional development, and ensure fair treatment and equal opportunities for all.

The board address the employees in forums to update them on the Group's performance and to enable employees to put forward comments and feedback together with any suggestions for change.

Business Relationships

Under S172 of the Companies Act 2006 the directors have a duty to act in good faith in a way that is most likely to promote the success of the Group for the benefit of its members as a whole, having regard to the likely consequences of decisions for the long term, the interests of the Group's employees, the need to foster relationships with suppliers, customers, and other stakeholders, the impact on the community and the environment, maintaining a reputation for high standards of business conduct, and the need to act fairly as between members of the Group.

Regular supply meetings take place where any feedback on quality, delivery and payment times can be discussed openly and honestly.

Community and Environment

We are committed to minimizing our environmental impact and contributing positively to the communities in which we operate. This includes implementing sustainable practices and supporting local initiatives or charities for example wherever possible.

High Standards of Business Conduct

Maintaining a reputation for high standards of business conduct is crucial to our success. We adhere to ethical practices, comply with all relevant regulations, and promote a culture of integrity within the company.

Fairness Between Members

The Directors and staff own 100% of the shares of Merlin Diesel Holdings Limited, and as such the shareholders of Merlin Diesel Holdings Limited hold an implicit knowledge of the decisions made by the Directors.

Conclusion

The directors are dedicated to promoting the success of the group while considering the broader impact of our actions on employees, business partners, the community, and the environment.

Merlin Diesel Holdings Limited (Registered number: 11267668)

Group Strategic Report

for the year ended 31 July 2025

ENERGY AND EMISSIONS REPORT

In the year we consumed the following energy in the support of the trade.

| 2025 |  |  | 2024 |

UK energy use kWh |  |  | 1,334,850 |  |  | 1,472,877 |

Associated greenhouse gas emissions - tonnes of CO2 equivalent |  |  | 254.78 |  |  | 304.96 |

Intensity ratio emissions per £million turnover |  |  | 3.66 |  |  | 4.06 |

UK energy use covers gas and electricity at our warehouse. Associated greenhouse gases have been calculated using the methodology set out in "2024 Government Greenhouse Gas Conversion Factors for Company Reporting".

ON BEHALF OF THE BOARD:

LK Bramley - Director

30 March 2026

Merlin Diesel Holdings Limited (Registered number: 11267668)

Report of the Directors

for the year ended 31 July 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 July 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of holding company

DIVIDENDS

A dividend of £1,247,744 (2024: £1,157,222) was paid in the year.

FUTURE DEVELOPMENTS

The Group is totally dedicated to maintaining a high quality service, with the right machinery and the necessary highly skilled engineers.

DIRECTORS

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

LK Bramley

S Bramley

M Rawlinson

MF Brown

JE Morley

DJ Henry

AT Ashcroft

Other changes in directors holding office are as follows:

AG James - resigned 28 March 2025

ON BEHALF OF THE BOARD:

LK Bramley - Director

30 March 2026

Merlin Diesel Holdings Limited (Registered number: 11267668)

Consolidated Income Statement

for the year ended 31 July 2025

2025 | 2024 |

| Notes | £ | £ | £ | £

TURNOVER | 3 | 69,553,669 |  | 75,027,831 |  |

Cost of sales | 49,922,074 |  | 55,925,501 |  |

GROSS PROFIT | 19,631,595 |  | 19,102,330 |  |

Distribution costs | 7,581,995 |  | 7,154,059 |  |

Administrative expenses | 4,697,880 |  | 4,543,633 |  |

|  |  | 12,279,875 |  |  |  |  | 11,697,692 |  |

OPERATING PROFIT | 5 | 7,351,720 |  | 7,404,638 |  |

Interest receivable and similar income | 2,034 |  | 40,797 |  |

Other finance income | 23 | 53,000 |  | 45,000 |  |

|  |  | 55,034 |  |  |  |  | 85,797 |  |

7,406,754 |  | 7,490,435 |  |

Interest payable and similar expenses | 6 | 127,013 |  | 172,094 |  |

PROFIT BEFORE TAXATION | 7,279,741 |  | 7,318,341 |  |

Tax on profit | 7 | 1,710,147 |  | 1,577,733 |  |

PROFIT FOR THE FINANCIAL YEAR | 5,569,594 |  | 5,740,608 |  |

Profit attributable to:

Owners of the parent | 5,569,594 |  | 5,623,342 |  |

Non-controlling interests | - |  | 117,266 |  |

5,569,594 |  | 5,740,608 |  |

Merlin Diesel Holdings Limited (Registered number: 11267668)

Consolidated Other Comprehensive Income

for the year ended 31 July 2025

2025 | 2024 |

| Notes | £ | £

PROFIT FOR THE YEAR | 5,569,594 |  | 5,740,608 |  |

OTHER COMPREHENSIVE INCOME |

Actuarial gain/loss on pension scheme | 373,000 |  | 56,000 |  |

Income tax relating to other comprehensive income | (93,250 | ) | (14,000 | ) |

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX | 279,750 |  | 42,000 |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 5,849,344 |  | 5,782,608 |  |

Total comprehensive income attributable to:

Owners of the parent | 5,849,344 |  | 5,665,342 |  |

Non-controlling interests | - |  | 117,266 |  |

5,849,344 |  | 5,782,608 |  |

Merlin Diesel Holdings Limited (Registered number: 11267668)

Consolidated Balance Sheet

31 July 2025

2025 | 2024 |

| Notes | £ | £ | £ | £

FIXED ASSETS

Intangible assets | 10 | - |  | 129,337 |  |

Tangible assets | 11 | 6,434,014 |  | 5,023,738 |  |

Investments | 12 | 9,909 |  | 9,909 |  |

6,443,923 |  | 5,162,984 |  |

CURRENT ASSETS

Stocks | 13 | 34,781,424 |  | 31,029,635 |  |

Debtors | 14 | 7,658,350 |  | 9,333,125 |  |

Cash at bank and in hand | 765,601 |  | 1,323,234 |  |

43,205,375 |  | 41,685,994 |  |

CREDITORS

Amounts falling due within one year | 15 | 13,562,801 |  | 15,125,199 |  |

NET CURRENT ASSETS | 29,642,574 |  | 26,560,795 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 36,086,497 |  | 31,723,779 |  |

CREDITORS

Amounts falling due after more than one year | 16 | (1,435,247 | ) | (593,237 | ) |

PROVISIONS FOR LIABILITIES | 20 | (214,263 | ) | (277,295 | ) |

PENSION ASSET | 23 | 1,135,500 |  | 757,500 |  |

NET ASSETS | 35,572,487 |  | 31,610,747 |  |

Merlin Diesel Holdings Limited (Registered number: 11267668)

Consolidated Balance Sheet - continued

31 July 2025

2025 | 2024 |

| Notes | £ | £ | £ | £

CAPITAL AND RESERVES

Called up share capital | 21 | 89,363 |  | 92,400 |  |

Share premium | 22 | - |  | 48,178 |  |

Capital redemption reserve | 22 | 4,937 |  | 1,900 |  |

Other reserves | 22 | 69,380 |  | 69,380 |  |

Retained earnings | 22 | 35,408,807 |  | 30,940,402 |  |

SHAREHOLDERS' FUNDS | 35,572,487 |  | 31,152,260 |  |

NON-CONTROLLING INTERESTS | - |  | 458,487 |  |

TOTAL EQUITY | 35,572,487 |  | 31,610,747 |  |

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 July 2025.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 July 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the group 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 and the group as at the end of each financial year and of the group's 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 and the group.

The financial statements were approved by the Board of Directors and authorised for issue on 30 March 2026 and were signed on its behalf by:

LK Bramley - Director

Merlin Diesel Holdings Limited (Registered number: 11267668)

Company Balance Sheet

31 July 2025

2025 | 2024 |

| Notes | £ | £ | £ | £

FIXED ASSETS

Intangible assets | 10 | - |  | - |  |

Tangible assets | 11 | 3,489,410 |  | 1,876,831 |  |

Investments | 12 | 2,639,708 |  | 2,162,022 |  |

6,129,118 |  | 4,038,853 |  |

CURRENT ASSETS

Cash at bank | 47,393 |  | 110,137 |  |

CREDITORS

Amounts falling due within one year | 15 | 3,160,980 |  | 2,417,664 |  |

NET CURRENT LIABILITIES | (3,113,587 | ) | (2,307,527 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 3,015,531 |  | 1,731,326 |  |

CREDITORS

Amounts falling due after more than one year | 16 | 1,417,029 |  | - |  |

NET ASSETS | 1,598,502 |  | 1,731,326 |  |

CAPITAL AND RESERVES

Called up share capital | 21 | 89,363 |  | 92,400 |  |

Share premium | 22 | - |  | 48,178 |  |

Capital redemption reserve | 22 | 4,937 |  | 1,900 |  |

Retained earnings | 22 | 1,504,202 |  | 1,588,848 |  |

SHAREHOLDERS' FUNDS | 1,598,502 |  | 1,731,326 |  |

Company's profit for the financial year | 1,296,293 |  | 1,188,258 |  |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 July 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 July 2025 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.

Merlin Diesel Holdings Limited (Registered number: 11267668)

Company Balance Sheet - continued

31 July 2025

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 30 March 2026 and were signed on its behalf by:

LK Bramley - Director

Merlin Diesel Holdings Limited (Registered number: 11267668)

Consolidated Statement of Changes in Equity

for the year ended 31 July 2025

Called up | Capital |

share | Retained | Share | redemption |

capital | earnings | premium | reserve |

| £ | £ | £ | £

Balance at 1 August 2023 | 92,840 |  | 26,432,721 |  | 91,100 |  | 1,460 |  |

Changes in equity

Increase in share capital | - |  | 1 |  | (1 | ) | - |  |

Dividends | - |  | (1,157,222 | ) | - |  | - |  |

Total comprehensive income | - |  | 5,664,902 |  | - |  | 440 |  |

Balance at 31 July 2024 | 92,840 |  | 30,940,402 |  | 91,099 |  | 1,900 |  |

Changes in equity

Increase in share capital | (3,037 | ) | (133,195 | ) | (48,178 | ) | 3,037 |  |

Dividends | - |  | (1,247,744 | ) | - |  | - |  |

Total comprehensive income | - |  | 5,849,344 |  | - |  | - |  |

Balance at 31 July 2025 | 89,803 |  | 35,408,807 |  | 42,921 |  | 4,937 |  |

Other | Non-controlling | Total |

reserves | Total | interests | equity |

| £ | £ | £ | £

Balance at 1 August 2023 | 69,380 |  | 26,687,501 |  | 341,221 |  | 27,028,722 |  |

Changes in equity

Dividends | - |  | (1,157,222 | ) | - |  | (1,157,222 | ) |

Total comprehensive income | - |  | 5,665,342 |  | 117,266 |  | 5,782,608 |  |

Balance at 31 July 2024 | 69,380 |  | 31,195,621 |  | 458,487 |  | 31,654,108 |  |

Changes in equity

Increase in share capital | - |  | (181,373 | ) | - |  | (181,373 | ) |

Dividends | - |  | (1,247,744 | ) | - |  | (1,247,744 | ) |

Total comprehensive income | - |  | 5,849,344 |  | - |  | 5,849,344 |  |

Balance at 31 July 2025 | 69,380 |  | 35,615,848 |  | 458,487 |  | 36,074,335 |  |

Merlin Diesel Holdings Limited (Registered number: 11267668)

Company Statement of Changes in Equity

for the year ended 31 July 2025

Called up | Capital |  |

share | Retained | Share | redemption | Total |

capital | earnings | premium | reserve | equity |

| £ | £ | £ | £ | £

Balance at 1 August 2023 | 92,840 |  | 1,558,252 |  | 91,100 |  | 1,460 |  | 1,743,652 |  |

Changes in equity

Issue of share capital | (440 | ) | - |  | (42,922 | ) | - |  | (43,362 | ) |

Dividends | - |  | (1,157,222 | ) | - |  | - |  | (1,157,222 | ) |

Total comprehensive income | - |  | 1,187,818 |  | - |  | 440 |  | 1,188,258 |  |

Balance at 31 July 2024 | 92,400 |  | 1,588,848 |  | 48,178 |  | 1,900 |  | 1,731,326 |  |

Changes in equity

Increase in share capital | (3,037 | ) | (133,195 | ) | (48,178 | ) | 3,037 |  | (181,373 | ) |

Dividends | - |  | (1,247,744 | ) | - |  | - |  | (1,247,744 | ) |

Total comprehensive income | - |  | 1,296,293 |  | - |  | - |  | 1,296,293 |  |

Balance at 31 July 2025 | 89,363 |  | 1,504,202 |  | - |  | 4,937 |  | 1,598,502 |  |

Merlin Diesel Holdings Limited (Registered number: 11267668)

Consolidated Cash Flow Statement

for the year ended 31 July 2025

2025 | 2024 |

| Notes | £ | £

Cash flows from operating activities

Cash generated from operations | 1 | 2,082,370 |  | 6,939,096 |  |

Interest paid | (122,677 | ) | (168,601 | ) |

Interest element of hire purchase payments paid | (4,336 | ) | (3,493 | ) |

Tax paid | (570,971 | ) | (1,869,909 | ) |

Net cash from operating activities | 1,384,386 |  | 4,897,093 |  |

Cash flows from investing activities

Purchase of tangible fixed assets | (1,975,117 | ) | (437,666 | ) |

Sale of tangible fixed assets | 10,740 |  | 49,606 |  |

Purchase of minority interest | (458,487 | ) | - |  |

Interest received | 2,034 |  | 40,797 |  |

Net cash from investing activities | (2,420,830 | ) | (347,263 | ) |

Cash flows from financing activities

New loans in year | 1,480,862 |  | - |  |

Loan repayments in year | - |  | (1,662,105 | ) |

New HP in year | (18,874 | ) | (14,394 | ) |

Amount introduced by directors | 440,188 |  | - |  |

Share buyback | (181,372 | ) | (43,362 | ) |

Cashflows relating to pension scheme | (78,000 | ) | (89,000 | ) |

Equity dividends paid | (1,247,744 | ) | (1,157,222 | ) |

Net cash from financing activities | 395,060 |  | (2,966,083 | ) |

(Decrease)/increase in cash and cash equivalents | (641,384 | ) | 1,583,747 |  |

Cash and cash equivalents at beginning of year | 2 | 1,252,188 |  | (331,559 | ) |

Cash and cash equivalents at end of year | 2 | 610,804 |  | 1,252,188 |  |

Merlin Diesel Holdings Limited (Registered number: 11267668)

Notes to the Consolidated Cash Flow Statement

for the year ended 31 July 2025

1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025 | 2024 |

| £ | £

| Profit before taxation | 7,279,741 |  | 7,318,341 |  |

| Depreciation charges | 686,587 |  | 696,341 |  |

| Profit on disposal of fixed assets | (3,149 | ) | (35,546 | ) |

| Finance costs | 127,013 |  | 172,094 |  |

| Finance income | (55,034 | ) | (85,797 | ) |

8,035,158 |  | 8,065,433 |  |

| Increase in stocks | (3,751,789 | ) | (2,184,440 | ) |

| Decrease/(increase) in trade and other debtors | 1,690,347 |  | (1,070,192 | ) |

| (Decrease)/increase in trade and other creditors | (3,891,346 | ) | 2,128,295 |  |

| Cash generated from operations | 2,082,370 |  | 6,939,096 |  |

2. | CASH AND CASH EQUIVALENTS

| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

| Year ended 31 July 2025

| 31/7/25 |  | 1/8/24

| £ | £

| Cash and cash equivalents | 765,601 |  | 1,323,234 |  |

| Bank overdrafts | (154,797 | ) | (71,046 | ) |

610,804 |  | 1,252,188 |  |

| Year ended 31 July 2024

| 31/7/24 |  | 1/8/23

| £ | £

| Cash and cash equivalents | 1,323,234 |  | 517,665 |  |

| Bank overdrafts | (71,046 | ) | (849,224 | ) |

1,252,188 |  | (331,559 | ) |

Merlin Diesel Holdings Limited (Registered number: 11267668)

Notes to the Consolidated Cash Flow Statement

for the year ended 31 July 2025

3. | ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

| At 1/8/24 | Cash flow | At 31/7/25

| £ | £ | £

| Net cash |

| Cash at bank and in hand | 1,323,234 |  | (557,633 | ) | 765,601 |  |

| Bank overdrafts | (71,046 | ) | (83,751 | ) | (154,797 | ) |

1,252,188 |  | (641,384 | ) | 610,804 |  |

| Debt

| Finance leases | (60,562 | ) | 18,874 |  | (41,688 | ) |

| Debts falling due within 1 year | (60,000 | ) | (619,468 | ) | (679,468 | ) |

| Debts falling due after 1 year | (555,635 | ) | (861,394 | ) | (1,417,029 | ) |

(676,197 | ) | (1,461,988 | ) | (2,138,185 | ) |

| Total | 575,991 |  | (2,103,372 | ) | (1,527,381 | ) |

Merlin Diesel Holdings Limited (Registered number: 11267668)

Notes to the Consolidated Financial Statements

for the year ended 31 July 2025

1. | STATUTORY INFORMATION

| Merlin Diesel Holdings 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 General Information page.

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

| The amounts in the financial statements have been rounded to the nearest £1.

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| Going concern

| The directors have reviewed the future forecasts of the business, the funding requirements, and the strong balance sheet. They are confident that the going concern basis is appropriate.

| Critical accounting judgements and key sources of estimation uncertainty

| In the application of the group's accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from those estimates.

| The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

| The directors do not consider there to be any critical judgments that require disclosure in the financial statements.

| Sources of estimation uncertainty

| The directors consider the following matters to be key sources of estimation uncertainty which affect the financial statements;

| Valuation of stocks

| Stocks are carried at the lower of cost and net realisable valuate. In determining net realisable value, the directors apply a provisioning policy to the value of stocks held. This provides an estimate of net realisable value for old and slow moving stocks.

Merlin Diesel Holdings Limited (Registered number: 11267668)

Notes to the Consolidated Financial Statements - continued

for the year ended 31 July 2025

2. | ACCOUNTING POLICIES - continued

| Turnover

| The turnover shown in the profit and loss account represents the fair value of all goods and services, delivered during the year, at selling price exclusive of discounts, rebates, Value Added Tax and other sales taxes. Sales are recognised at the point at which the company has fulfilled its contractual obligations to the customer.

| Goodwill

| Goodwill is calculated as the investment cost less the fair value of assets acquired.

| Goodwill is measured after accumulated amortisation and any impairment losses.

| Amortisation is charged so as to allocate the cost over the estimated useful life using the straight-line method for the acquisition in 2015. For the acquisition in 2021, the goodwill was amortised over 1 year. For the acquisition in 2022, the goodwill is being amortised over 3 years.

| If there is an indication that there has been a significant change in the estimated useful life, the amortisation of that asset is revised prospectively to reflect the new expectations.

| Tangible fixed assets

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

| Freehold property | - | 5% on cost and 1% on cost

| Short leasehold | - | 5% on cost and Over the term of the lease

| Long leasehold | - | 1% on cost and Over the term of the lease

| Plant and machinery | - | 25% on cost, 20% on cost and 12.5% on cost

| Fixtures and fittings | - | 20% on cost and 10% on cost

| Motor vehicles | - | 25% on cost

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

| Stocks

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

| Financial instruments

| Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument. Basic financial assets, which include debtors, prepayments and bank balances, are initially measured at transaction price and are subsequently carried at cost unless the arrangement indicates otherwise and then the asset is measured at the present value of the future receipts discounted at a market rate of interest. Basic financial liabilities, which include creditors, accruals, loans and group borrowings, are initially recognised at transaction price and are subsequently carried at cost unless the arrangement indicates otherwise and then the liability is measured at the present value of the future obligations discounted at a market rate of interest. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.

Merlin Diesel Holdings Limited (Registered number: 11267668)

Notes to the Consolidated Financial Statements - continued

for the year ended 31 July 2025

2. | ACCOUNTING POLICIES - continued

| 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.

| Research and development

| Expenditure on research and development is written off in the year in which it is incurred. The total amount of expenditure recognised in the year was £641,508 (2023: £526,111).

| Foreign currencies

| 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 Group operates both a defined benefit and defined contribution pension scheme and the defined benefit scheme has been closed to new entrants.

| The defined benefit scheme assets and liabilities are shown in the balance sheet and interest on pension scheme liabilities is charged to the profit and loss account. Actuarial gains and losses are reported in the statement of total recognised gains and losses.

| Contributions payable to the defined contribution scheme are charged to the profit and loss account as incurred. The asset of this scheme are held separately from the company in an independently administered fund and are not disclosed in the financial statements.

3. | TURNOVER

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

| An analysis of turnover by geographical market is given below:

2025 | 2024 |

| £ | £

| United Kingdom | 29,467,572 |  | 29,794,557 |  |

| Overseas | 40,086,097 |  | 45,233,274 |  |

69,553,669 |  | 75,027,831 |  |

Merlin Diesel Holdings Limited (Registered number: 11267668)

Notes to the Consolidated Financial Statements - continued

for the year ended 31 July 2025

4. | EMPLOYEES AND DIRECTORS

2025 | 2024 |

| £ | £

| Wages and salaries | 6,954,750 |  | 6,909,362 |  |

| Social security costs | 773,099 |  | 653,408 |  |

| Other pension costs | 940,619 |  | 899,660 |  |

8,668,468 |  | 8,462,430 |  |

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

2025 | 2024 |

| Engineers | 79 |  | 78 |  |

| Sales | 68 |  | 70 |  |

| Warehouse | 28 |  | 31 |  |

| Administration | 22 |  | 23 |  |

197 |  | 202 |  |

2025 | 2024 |

| £ | £

| Directors' remuneration | 131,641 |  | 150,167 |  |

| Directors' pension contributions to money purchase schemes | 202,192 |  | 174,665 |  |

| The number of directors to whom retirement benefits were accruing was as follows:

| Money purchase schemes | 8 |  | 8 |  |

5. | OPERATING PROFIT

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

2025 | 2024 |

| £ | £

| Hire of plant and machinery | 20,013 |  | 20,916 |  |

| Other operating leases | 368,229 |  | 365,385 |  |

| Depreciation - owned assets | 557,250 |  | 567,003 |  |

| Profit on disposal of fixed assets | (3,149 | ) | (35,546 | ) |

| Goodwill amortisation | 129,337 |  | 129,336 |  |

| Auditors' remuneration | 32,039 |  | 22,925 |  |

| Auditors' remuneration for non audit work | 4,150 |  | 3,950 |  |

6. | INTEREST PAYABLE AND SIMILAR EXPENSES |

2025 | 2024 |

| £ | £

| Bank interest | 59,050 |  | 21,892 |  |

| Bank loan interest | 62,979 |  | 146,709 |  |

| Notional interest | 648 |  | - |  |

| Hire purchase | 4,336 |  | 3,493 |  |

127,013 |  | 172,094 |  |

Merlin Diesel Holdings Limited (Registered number: 11267668)

Notes to the Consolidated Financial Statements - continued

for the year ended 31 July 2025

7. | TAXATION

| Analysis of the tax charge

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

2025 | 2024 |

| £ | £

| Current tax:

| UK corporation tax | 1,765,879 |  | 1,690,401 |  |

| Tax adjustment prior year | (25,450 | ) | (3,278 | ) |

| Total current tax | 1,740,429 |  | 1,687,123 |  |

| Deferred tax:

| Deferred tax | (49,251 | ) | (153,390 | ) |

| Deferred tax - prior year | (13,781 | ) | - |  |

| Deferred tax on pension scheme | 32,750 |  | 44,000 |  |

| Total deferred tax | (30,282 | ) | (109,390 | ) |

| Tax on profit | 1,710,147 |  | 1,577,733 |  |

| UK corporation tax has been charged at 25 % (2024 - 25 %).

| Reconciliation of total tax charge included in profit and loss

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

2025 | 2024 |

| £ | £

| Profit before tax | 7,279,741 |  | 7,318,341 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) | 1,819,935 |  | 1,829,585 |  |

| Effects of:

| Expenses not deductible for tax purposes | 35,035 |  | 2,357 |  |

| Utilisation of tax losses | - |  | (29,343 | ) |

| Adjustments to tax charge in respect of previous periods | - |  | (3,278 | ) |

| on capital allowances and |

| Research & development relief | (141,345 | ) | (137,924 | ) |

| Adjustment in respect of prior year | (39,104 | ) | - |  |

| accelerated capital allowances |

| Goodwill amortisation on consolidation | 32,334 |  | 32,334 |  |

| Other adjustments | 3,292 |  | 18,484 |  |

| Deferred tax on pension gains | - |  | 10,500 |  |

| asset/liability adjustments |

| Tax losses carried forward | - |  | (144,982 | ) |

| Total tax charge | 1,710,147 |  | 1,577,733 |  |

Merlin Diesel Holdings Limited (Registered number: 11267668)

Notes to the Consolidated Financial Statements - continued

for the year ended 31 July 2025

7. | TAXATION - continued

| Tax effects relating to effects of other comprehensive income |

2025 |

| Gross |  | Tax |  | Net |

| £ | £ | £

| Actuarial gain/loss on pension scheme | 373,000 |  | (93,250 | ) | 279,750 |  |

2024 |

| Gross |  | Tax |  | Net |

| £ | £ | £

| Actuarial gain/loss on pension scheme | 56,000 |  | (14,000 | ) | 42,000 |  |

| Deferred tax has been provided at 25% for the current and prior year.

8. | INDIVIDUAL INCOME STATEMENT

| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

9. | DIVIDENDS

2025 | 2024 |

| £ | £

| Ordinary A shares of £1 each

| Dividends paid | 1,247,744 |  | 1,157,222 |  |

10. | INTANGIBLE FIXED ASSETS

| Group

Goodwill |

| £

| COST

| At 1 August 2024

| and 31 July 2025 | 1,059,253 |  |

| AMORTISATION

| At 1 August 2024 | 929,916 |  |

| Amortisation for year | 129,337 |  |

| At 31 July 2025 | 1,059,253 |  |

| NET BOOK VALUE

| At 31 July 2025 | - |  |

| At 31 July 2024 | 129,337 |  |

Merlin Diesel Holdings Limited (Registered number: 11267668)

Notes to the Consolidated Financial Statements - continued

for the year ended 31 July 2025

11. | TANGIBLE FIXED ASSETS

| Group

Freehold | Short | Long | Improvements |

property | leasehold | leasehold | to property |

| £ | £ | £ | £

| COST

| At 1 August 2024 | 3,086,194 |  | 1,031,390 |  | 357,634 |  | 4,619 |  |

| Additions | 1,637,646 |  | 51,798 |  | - |  | - |  |

| Disposals | - |  | - |  | - |  | - |  |

| At 31 July 2025 | 4,723,840 |  | 1,083,188 |  | 357,634 |  | 4,619 |  |

| DEPRECIATION

| At 1 August 2024 | 246,731 |  | 294,160 |  | 283,911 |  | 4,619 |  |

| Charge for year | 35,173 |  | 56,387 |  | 1,788 |  | - |  |

| Eliminated on disposal | - |  | - |  | - |  | - |  |

| At 31 July 2025 | 281,904 |  | 350,547 |  | 285,699 |  | 4,619 |  |

| NET BOOK VALUE

| At 31 July 2025 | 4,441,936 |  | 732,641 |  | 71,935 |  | - |  |

| At 31 July 2024 | 2,839,463 |  | 737,230 |  | 73,723 |  | - |  |

Fixtures |

Plant and | and | Motor |

machinery | fittings | vehicles | Totals |

| £ | £ | £ | £

| COST

| At 1 August 2024 | 4,844,287 |  | 1,249,235 |  | 247,081 |  | 10,820,440 |  |

| Additions | 226,871 |  | 58,802 |  | - |  | 1,975,117 |  |

| Disposals | (146,643 | ) | (33,035 | ) | (42,979 | ) | (222,657 | ) |

| At 31 July 2025 | 4,924,515 |  | 1,275,002 |  | 204,102 |  | 12,572,900 |  |

| DEPRECIATION

| At 1 August 2024 | 3,950,101 |  | 908,958 |  | 108,222 |  | 5,796,702 |  |

| Charge for year | 324,187 |  | 91,005 |  | 48,710 |  | 557,250 |  |

| Eliminated on disposal | (145,976 | ) | (33,035 | ) | (36,055 | ) | (215,066 | ) |

| At 31 July 2025 | 4,128,312 |  | 966,928 |  | 120,877 |  | 6,138,886 |  |

| NET BOOK VALUE

| At 31 July 2025 | 796,203 |  | 308,074 |  | 83,225 |  | 6,434,014 |  |

| At 31 July 2024 | 894,186 |  | 340,277 |  | 138,859 |  | 5,023,738 |  |

| Included within tangible fixed assets are assets held under hire purchase agreements. The net book value of these assets at the year end was £43,414 (2024: £70,048) and the depreciation charged on them in the year was £21,716 (2024: £18,872).

Merlin Diesel Holdings Limited (Registered number: 11267668)

Notes to the Consolidated Financial Statements - continued

for the year ended 31 July 2025

11. | TANGIBLE FIXED ASSETS - continued

| Company

Freehold |

property |

| £

| COST

| At 1 August 2024 | 1,990,038 |  |

| Additions | 1,637,646 |  |

| At 31 July 2025 | 3,627,684 |  |

| DEPRECIATION

| At 1 August 2024 | 113,207 |  |

| Charge for year | 25,067 |  |

| At 31 July 2025 | 138,274 |  |

| NET BOOK VALUE

| At 31 July 2025 | 3,489,410 |  |

| At 31 July 2024 | 1,876,831 |  |

12. | FIXED ASSET INVESTMENTS

| Group

Unlisted |

investments |

| £

| COST

| At 1 August 2024

| and 31 July 2025 | 9,909 |  |

| NET BOOK VALUE

| At 31 July 2025 | 9,909 |  |

| At 31 July 2024 | 9,909 |  |

| Company

Shares in |

group | Other |

undertakings | investments | Totals |

| £ | £ | £

| COST

| At 1 August 2024 | 2,152,113 |  | 9,909 |  | 2,162,022 |  |

| Additions | 477,686 |  | - |  | 477,686 |  |

| At 31 July 2025 | 2,629,799 |  | 9,909 |  | 2,639,708 |  |

| NET BOOK VALUE

| At 31 July 2025 | 2,629,799 |  | 9,909 |  | 2,639,708 |  |

| At 31 July 2024 | 2,152,113 |  | 9,909 |  | 2,162,022 |  |

Merlin Diesel Holdings Limited (Registered number: 11267668)

Notes to the Consolidated Financial Statements - continued

for the year ended 31 July 2025

12. | FIXED ASSET INVESTMENTS - continued

| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

| Subsidiaries

| Merlin Diesel Systems Limited

| Registered office: 189/191 Bradkirk Place, Walton Summit, Preston, Lancashire, PR5 8AJ.

| Nature of business: The supply of parts for diesel engines.

% |

| Class of shares: | holding |

| Ordinary | 100.00 |

2025 | 2024 |

| £ | £

| Aggregate capital and reserves | 33,936,125 |  | 29,628,178 |  |

| Profit for the year | 5,555,691 |  | 5,269,518 |  |

| Colchester Fuel Injection Limited

| Registered office: Haven Road, Colchester, Essex, CO2 8HT

| Nature of business: The supply of parts for diesel engines.

% |

| Class of shares: | holding |

| Ordinary | 100.00 |

2025 | 2024 |

| £ | £

| Aggregate capital and reserves | 1,797,529 |  | 1,318,830 |  |

| Profit for the year | 478,699 |  | 368,186 |  |

| Feather Diesel Services Limited

| Registered office: Unit G12 Lock View, Lowfields Business Park, Elland, West Yorkshire, HX5 9HD.

| Nature of business: Dormant.

% |

| Class of shares: | holding |

| Ordinary | 100.00 |

2025 | 2024 |

| £ | £

| Aggregate capital and reserves | 1 |  | 1 |  |

| Tyne Electro Diesel Limited

| Registered office: Unit 1 Fisher Street, Walker Riverside, Newcastle Upon Tyne NE6 4LT

| Nature of business: The supply of parts for diesel engines

% |

| Class of shares: | holding |

| Ordinary | 100.00 |

2025 | 2024 |

| £ | £

| Aggregate capital and reserves | 850,925 |  | 955,182 |  |

| (Loss)/profit for the year | (104,257 | ) | 243,204 |  |

Merlin Diesel Holdings Limited (Registered number: 11267668)

Notes to the Consolidated Financial Statements - continued

for the year ended 31 July 2025

13. | STOCKS

| Group |

2025 | 2024 |

| £ | £

| Stock | 34,781,424 |  | 31,029,635 |  |

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

| Group |

2025 | 2024 |

| £ | £

| Trade debtors | 7,049,600 |  | 8,619,100 |  |

| Other debtors | 201,053 |  | 339,767 |  |

| Tax | 15,572 |  | - |  |

| Prepayments and accrued income | 392,125 |  | 374,258 |  |

7,658,350 |  | 9,333,125 |  |

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

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

| £ | £ | £ | £

| Bank loans and overdrafts (see note 17) | 834,265 |  | 131,046 |  | 114,312 |  | - |  |

| Hire purchase contracts (see note 18) | 23,470 |  | 22,960 |  | - |  | - |  |

| Trade creditors | 10,186,693 |  | 14,043,774 |  | - |  | - |  |

| Amounts owed to group undertakings | - |  | - |  | 2,338,433 |  | 2,300,090 |  |

| Corporation tax | 1,536,739 |  | 351,709 |  | 50,997 |  | 13,249 |  |

| Social security and other taxes | 221,608 |  | 249,270 |  | - |  | - |  |

| Directors' current accounts | 652,688 |  | 212,500 |  | 652,688 |  | 100,000 |  |

| Accruals and deferred income | 107,338 |  | 113,940 |  | 4,550 |  | 4,325 |  |

13,562,801 |  | 15,125,199 |  | 3,160,980 |  | 2,417,664 |  |

| The directors' loan accounts are unsecured, bear no interest and have no fixed repayment term.

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

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

| £ | £ | £ | £

| Bank loans (see note 17) | 1,417,029 |  | 555,635 |  | 1,417,029 |  | - |  |

| Hire purchase contracts (see note 18) | 18,218 |  | 37,602 |  | - |  | - |  |

1,435,247 |  | 593,237 |  | 1,417,029 |  | - |  |

Merlin Diesel Holdings Limited (Registered number: 11267668)

Notes to the Consolidated Financial Statements - continued

for the year ended 31 July 2025

17. | LOANS

| An analysis of the maturity of loans is given below:

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

| £ | £ | £ | £

| Amounts falling due within one year or | on demand: |

| Bank overdrafts | 154,797 |  | 71,046 |  | - |  | - |  |

| Bank loans | 679,468 |  | 60,000 |  | 114,312 |  | - |  |

834,265 |  | 131,046 |  | 114,312 |  | - |  |

| Amounts falling due between one and | two years: |

| Bank loans - 1-2 years | 114,312 |  | 60,000 |  | 114,312 |  | - |  |

| Amounts falling due between two and | five years: |

| Bank loans - 2-5 years | 1,302,717 |  | 151,667 |  | 1,302,717 |  | - |  |

| Amounts falling due in more than five | years: |

| Repayable by instalments

| Bank loans more 5 yr by instal | - |  | 343,968 |  | - |  | - |  |

| Following a technical breach of the financial covenants on a loan in a subsidiary undertaking at the year end, that long term loan has been reclassified as due within one year. No action has been taken as a result of the technical breach, the financial statements have been prepared on a going concern basis.

| Had the loans not been reclassified, the ageing of the loans as at 31 July 2025 would have been as follows:

| £ |  |

| Bank loans due within 1 year |  |  | 174,312 |

| Bank loans due 1-2 years |  |  | 165,979 |

| Bank loans due 2-5 years |  |  | 1,452,717 |

| Bank loans due more than 5 years |  |  | 303,489 |

|  | 2,096,497 |

Merlin Diesel Holdings Limited (Registered number: 11267668)

Notes to the Consolidated Financial Statements - continued

for the year ended 31 July 2025

18. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Group

| Hire purchase |

| contracts |

2025 | 2024 |

| £ | £

| Net obligations repayable:

| Within one year | 23,470 |  | 22,960 |  |

| Between one and five years | 18,218 |  | 37,602 |  |

41,688 |  | 60,562 |  |

| Group

Non-cancellable |

operating leases |

2025 | 2024 |

| £ | £

| Within one year | 113,443 |  | 259,364 |  |

| Between one and five years | 43,107 |  | 156,550 |  |

156,550 |  | 415,914 |  |

19. | SECURED DEBTS

| The following secured debts are included within creditors:

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

| £ | £ | £ | £

| Bank overdrafts | 154,797 |  | 71,046 |  | - |  | - |  |

| Bank loans | 2,096,497 |  | 615,635 |  | 1,531,341 |  | - |  |

| Hire purchase contracts | 41,688 |  | 60,562 |  | - |  | - |  |

2,292,982 |  | 747,243 |  | 1,531,341 |  | - |  |

| The bank loan and overdraft are secured by a first legal charge dated 15 April 2019 and a debenture dated 29 June 2018, both incorporating a fixed and floating charge over all current and future assets of the group.

| In addition, there is a fixed charge over acquired freehold property in Halifax, dated 7 May 2025.

| There is an unlimited multilateral guarantee dated 9 August 2018 between Merlin Diesel Holdings Limited, Merlin Diesel Systems Limited and Colchester Fuel Injection Limited.

| There is a guarantee dated 15 February 2012 in favour of HM Revenue & Customs for £200,000.

| Hire purchase liabilities are secured on the underlying asset.

Merlin Diesel Holdings Limited (Registered number: 11267668)

Notes to the Consolidated Financial Statements - continued

for the year ended 31 July 2025

20. | PROVISIONS FOR LIABILITIES

| Group |

2025 | 2024 |

| £ | £

| Deferred tax

| Accelerated capital allowances | 61,471 |  | 56,541 |  |

| Tax losses carried forward | (144,982 | ) | (144,982 | ) |

| Deferred tax | 297,774 |  | 365,736 |  |

214,263 |  | 277,295 |  |

| Group

Deferred tax |

| £

| Balance at 1 August 2024 | 277,295 |  |

| Credit to Income Statement during year | (63,032 | ) |

| Balance at 31 July 2025 | 214,263 |  |

| Deferred tax had been calculated at 25%.

| There is a deferred tax liability of £378,500 (2024: £252,500) in relation to the pension asset surplus. See note 23.

21. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

value: |  | £ | £

| 4,192 | Ordinary A | £1 | 4,192 |  | 4,989 |  |

| 85,171 | Ordinary | £1 | 85,171 |  | 87,411 |  |

89,363 |  | 92,400 |  |

| On 16 August 2024, the company bought back 2,000 Ordinary shares of £1 each, for a total consideration of £2,000. On 30 September 2024, the company bought back 450 Ordinary shares of £1 each, for a total consideration of £98,257 and also on 16 May 2025, the company bought back 587 Ordinary shares of £1 each, for a total consideration of £81,115. These shares were all immediately cancelled.

| On 10 March 2025, 582 Ordinary A shares were reclassified as Ordinary shares, and on 10 July 2025, 87 Ordinary A shares were reclassified as Ordinary.

Merlin Diesel Holdings Limited (Registered number: 11267668)

Notes to the Consolidated Financial Statements - continued

for the year ended 31 July 2025

22. | RESERVES

| Group

Capital |  |

Retained | Share | redemption | Other |  |

earnings | premium | reserve | reserves | Totals |

| £ | £ | £ | £ | £

| At 1 August 2024 | 30,940,402 |  | 48,178 |  | 1,900 |  | 69,380 |  | 31,059,860 |  |

| Profit for the year | 5,569,594 |  | 5,569,594 |  |

| Dividends | (1,247,744 | ) | (1,247,744 | ) |

| Actuarial gain relating to defined benefit pension scheme | 373,000 |  | - |  | - |  | - |  | 373,000 |  |

| Deferred tax on actuarial movement | (93,250 | ) | - |  | - |  | - |  | (93,250 | ) |

| SoCIE line item with acc967/31 | (133,195 | ) | (48,178 | ) | 3,037 |  | - |  | (178,336 | ) |

| At 31 July 2025 | 35,408,807 |  | - |  | 4,937 |  | 69,380 |  | 35,483,124 |  |

| Company

Capital |

Retained | Share | redemption |

earnings | premium | reserve | Totals |

| £ | £ | £ | £

| At 1 August 2024 | 1,588,848 |  | 48,178 |  | 1,900 |  | 1,638,926 |  |

| Profit for the year | 1,296,293 |  | 1,296,293 |  |

| Dividends | (1,247,744 | ) | (1,247,744 | ) |

| SoCIE line item with acc967/31 | (133,195 | ) | (48,178 | ) | 3,037 |  | (178,336 | ) |

| At 31 July 2025 | 1,504,202 |  | - |  | 4,937 |  | 1,509,139 |  |

23. | EMPLOYEE BENEFIT OBLIGATIONS

| The Group acquired a subsidiary which operates a defined benefit scheme in the UK on 1 August 2022. The assets and liabilities associated with the Scheme have been consolidated into these financial statements.

| The Scheme is closed to new members. A full actuarial valuation was carried out on 1 June 2022. The next full valuation will be at 1 June 2025. Details of the defined benefit scheme are as follows:

| Colchester Fuel Injection Ltd is the principal employer of a defined benefit pension scheme, the Colchester Fuel Injection Ltd Retirement Benefits Scheme ("the Scheme"), which is administered by trustees. Contributions to the Scheme are charged to the profit and loss account so as to spread the cost of the pensions over the employees working lives with the company. The contributions are determined by independent qualified actuaries. The major assumptions used by the actuary were:

| The amounts recognised in profit or loss are as follows:

Merlin Diesel Holdings Limited (Registered number: 11267668)

Notes to the Consolidated Financial Statements - continued

for the year ended 31 July 2025

23. | EMPLOYEE BENEFIT OBLIGATIONS - continued

| Defined benefit |

| pension plans |

2025 | 2024 |

| £ | £

| Current service cost | - |  | - |  |

| Interest cost | 145,000 |  | 141,000 |  |

| Past service cost | - |  | - |  |

| Expenses paid | 10,000 |  | 10,000 |  |

155,000 |  | 151,000 |  |

| Return on plan assets | 198,000 |  | 186,000 |  |

| Changes in the present value of the defined benefit obligation are as follows:

| Defined benefit |

| pension plans |

2025 | 2024 |

| £ | £

| Opening defined benefit obligation | 2,916,000 |  | 2,832,000 |  |

| Interest cost | 145,000 |  | 141,000 |  |

| Benefits paid | (75,000 | ) | (127,000 | ) |

| Actuarial (gains)/loss from changes in assumptions | (417,000 | ) | 70,000 |  |

2,569,000 |  | 2,916,000 |  |

| Changes in the fair value of scheme assets are as follows:

| Defined benefit |

| pension plans |

2025 | 2024 |

| £ | £

| Opening fair value of scheme assets | 3,926,000 |  | 3,666,000 |  |

| Contributions by employer | 88,000 |  | 85,000 |  |

| Return on plan assets | 198,000 |  | 186,000 |  |

| Benefits paid | (75,000 | ) | (127,000 | ) |

| Expenses paid | (10,000 | ) | (10,000 | ) |

| Actuarial gains/(losses) on assets | (44,000 | ) | 126,000 |  |

4,083,000 |  | 3,926,000 |  |

Merlin Diesel Holdings Limited (Registered number: 11267668)

Notes to the Consolidated Financial Statements - continued

for the year ended 31 July 2025

23. | EMPLOYEE BENEFIT OBLIGATIONS - continued

| The amounts recognised in other comprehensive income are as follows:

| Defined benefit |

| pension plans |

2025 | 2024 |

| £ | £

| Actuarial gains/(losses) from changes in financial assumptions | 417,000 |  | (70,000 | ) |

| Actuarial gains/(losses) on assets | (44,000 | ) | 126,000 |  |

373,000 |  | 56,000 |  |

| The major categories of scheme assets as a percentage of total scheme assets are as follows:

| Defined benefit |

| pension plans |

2025 | 2024 |

| Equities | 44% | 44% |

| Fixed interest | 43% | 42% |

| Insurance policies | 13% | 14% |

100% | 100% |

| Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2025 | 2024 |

| Discount rate | 5.85% | 5.05% |

| RPI | 3.05% | 3.25% |

| CPI | 2.50% | 2.70% |

| Cash commutation | 100% | 100% |

| The mortality assumption used was S3PA CMI 2024 1.5% + 0.5%.

| The pension scheme asset on the balance sheet is net of deferred tax. See note 20.

Merlin Diesel Holdings Limited (Registered number: 11267668)

Notes to the Consolidated Financial Statements - continued

for the year ended 31 July 2025

24. | BUSINESS COMBINATIONS

| On 1 August 2024, Merlin Diesel Holdings Limited acquired the remaining minority interest (48%) of the share capital of Tyne Electro Diesel Limited for £458,487. The acquisition has been accounted for using the acquisition method of accounting. No goodwill arose on the acquisition.

| Book value and fair value |  |

| £ |  |

| Tangible fixed assets |  | 1,200,469 |  |

| Stock |  | 497,605 |  |

| Debtors |  | 468,100 |  |

| Cash at bank |  | 433 |  |

| Creditors |  | (1,211,425 | ) |

| Net assets |  | 955,182 |  |

| Net assets acquired - 48% |  | 458,487 |  |

| Cost of acquisition (including related expenses) |  | 458,487 |  |

| Goodwill |  | - |  |

25. | 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.

| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

| In the opinion of the directors the group is controlled by the directors.

26. | ULTIMATE CONTROLLING PARTY

| The company is controlled jointly by LK Bramley and S Bramley, by virtue of their shareholdings.