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REGISTERED NUMBER: 02539463 (England and Wales)

| Merlin Diesel Systems Limited |

| Strategic Report, Report of the Directors and |

| Audited Financial Statements |

| for the Year Ended 31 July 2025 |

Merlin Diesel Systems Limited (Registered number: 02539463)

Contents of the Financial Statements

for the year ended 31 July 2025

Page |

Company Information | 1 |

Strategic Report | 2 |

Report of the Directors | 5 |

Report of the Independent Auditors | 7 |

Income Statement | 10 |

Other Comprehensive Income | 11 |

Balance Sheet | 12 |

Statement of Changes in Equity | 13 |

Notes to the Financial Statements | 14 |

Merlin Diesel Systems Limited

Company Information

for the year ended 31 July 2025

| DIRECTORS: | LK Bramley

| S Bramley

| M Rawlinson

| MF Brown

| DJ Henry

| AT Ashcroft

| JE Morley

| LR Brown

| SECRETARY: | EL Bramley

| REGISTERED OFFICE: | 189/191 Bradkirk Place

| Walton Summit

| PRESTON

| Lancashire

| PR5 8AJ

| REGISTERED NUMBER: | 02539463 (England and Wales)

| AUDITORS: | McMillan & Co LLP

| Chartered Accountants and

| Statutory Auditor

| 28 Eaton Avenue

| Matrix Office Park

| Buckshaw Village

| Chorley

| Lancashire

| PR7 7NA

Merlin Diesel Systems Limited (Registered number: 02539463)

Strategic Report

for the year ended 31 July 2025

The directors present their strategic report for the year ended 31 July 2025.

The company is a member of the Merlin Diesel Holdings Limited group of companies and the Group manages its operations on a divisional basis and for a further understanding of the business as a whole reference should be made to the consolidated financial statements and the group's strategic report.

REVIEW OF BUSINESS

During the financial year ended 31 July 2025, the company achieved a turnover of £64.3m (2024: £69.0m), representing a decrease of 6.9%. Gross profit increased to £17.5m (2024: £16.6 million), an increase of 5.3%, reflecting improved margin management and operational efficiency.

Operating profit saw a rise of 6.3% year-on-year to £7.3m (2024: £6.8m), as the increased gross margin flowed into the operating result.

Net assets increased to £33.9m (2024: £29.6m), a rise of 14.5%, underpinned by retained earnings and strengthened working capital. Stock holding increased to £33.7m (2024: £30.0m), an increase of 12.2%, supporting both domestic and export demand.

Overseas sales accounted for £24.7m (2024: £24.6m), showing a marginal increase of 0.2%, while domestic sales were £39.6m (2024: £44.4m), a decrease of 10.8%. The directors are satisfied with the company'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 company 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.

Tightening emissions standards (including Euro VI and other low-emission regulations) are creating continued demand for high-specification, compliant diesel components, particularly in commercial, agricultural, and industrial applications. The company is well-positioned to meet these requirements through its technical expertise and access to OEM-grade parts and remanufactured systems.

In addition, growth in export markets remains steady, particularly in developing regions where diesel engines remain a core power source for transport, power generation, and construction equipment. The company continues to monitor developments in the wider energy and automotive sectors, where the transition toward alternative powertrains and environmental legislation is influencing customer behaviour. By maintaining a strong focus on product quality, technical support, and customer service, the company aims to consolidate its position in both domestic and international markets.

Supply-chain pressures, inflation in raw-material and logistics costs, and exchange-rate fluctuations between sterling, the euro, and the US dollar all influenced trading conditions during the period. However, effective procurement management and selective price adjustments helped to mitigate these factors. The directors continue to monitor foreign-exchange exposure and supplier relationships carefully to ensure resilience and continuity of supply.

KEY PERFORMANCE INDICATORS

| 2025 |  |  | 2024 |

Gross profit margins (gross profit/turnover) |  |  | 27.1% |  |  | 24.0% |

Net stockholding |  |  | £33.7m |  |  | £30.0m |

Stock turn (stock/cost of sales x 365 days) |  |  | 262 days |  |  | 209 days |

Merlin Diesel Systems Limited (Registered number: 02539463)

Strategic Report

for the year ended 31 July 2025

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the company relate to:

- |  | Maintaining margins and cash management. |

- |  | Maintaining a quality stockholding. |

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

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

- |  | Adverse exchange rate movements. |

SECTION 172(1) STATEMENT

Introduction

As directors we are committed to promoting the success of the company for the benefit of the Company 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 company'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 Company 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 Company'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 Company.

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.

Conclusion

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

Merlin Diesel Systems Limited (Registered number: 02539463)

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 |  |  | 1,007,370 |  |  | 886,491 |

Associated greenhouse gas emissions - tonnes of CO2 equivalent |  |  | 194.54 |  |  | 183.56 |

Intensity ratio emissions per £million turnover |  |  | 3.03 |  |  | 2.66 |

UK energy use covers gas and electricity at our warehouse. Associated greenhouse gases have been calculated using the methodology set out in "2025 Government Greenhouse Gas Conversion Factors for Company Reporting".

ON BEHALF OF THE BOARD:

LK Bramley - Director

30 March 2026

Merlin Diesel Systems Limited (Registered number: 02539463)

Report of the Directors

for the year ended 31 July 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of suppliers of diesel fuel injection parts and equipment and manufacturing of diesel fuel test equipment.

DIVIDENDS

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

FUTURE DEVELOPMENTS

The company 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

DJ Henry

AT Ashcroft

JE Morley

LR Brown

Other changes in directors holding office are as follows:

AG James - resigned 28 March 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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). 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;

- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- | 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.

Merlin Diesel Systems Limited (Registered number: 02539463)

Report of the Directors

for the year ended 31 July 2025

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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

LK Bramley - Director

30 March 2026

Report of the Independent Auditors to the Members of

Merlin Diesel Systems Limited

Opinion

We have audited the financial statements of Merlin Diesel Systems Limited (the 'company') for the year ended 31 July 2025 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 July 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 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.

Report of the Independent Auditors to the Members of

Merlin Diesel Systems Limited

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 Statement of Directors' Responsibilities set out on page five, 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- |  | the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |

- |  | we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector; |

- |  | we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; |

- |  | we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |

- |  | identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- |  | making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |

- |  | considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |

Report of the Independent Auditors to the Members of

Merlin Diesel Systems Limited

To address the risk of fraud through management bias and override of controls, we:

- |  | performed analytical procedures to identify any unusual or unexpected relationships; and |

- |  | tested journal entries to identify unusual transactions. |

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- |  | agreeing financial statement disclosures to underlying supporting documentation; |

- |  | reading the minutes of meetings of those charged with governance; |

- |  | enquiring of management as to actual and potential litigation and claims; and |

- |  | reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors. |

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

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.

Andrea Gerring FCA (Senior Statutory Auditor)

for and on behalf of McMillan & Co LLP

Chartered Accountants and

Statutory Auditor

30 March 2026

Merlin Diesel Systems Limited (Registered number: 02539463)

Income Statement

for the year ended 31 July 2025

2025 | 2024 |

| Notes | £ | £ | £ | £

TURNOVER | 3 | 64,304,060 |  | 69,031,044 |  |

Cost of sales | 46,856,304 |  | 52,454,040 |  |

GROSS PROFIT | 17,447,756 |  | 16,577,004 |  |

Distribution costs | 7,170,590 |  | 6,980,093 |  |

Administrative expenses | 3,005,788 |  | 2,753,587 |  |

|  |  | 10,176,378 |  |  |  |  | 9,733,680 |  |

OPERATING PROFIT | 5 | 7,271,378 |  | 6,843,324 |  |

Interest receivable and similar income | - |  | 38,729 |  |

7,271,378 |  | 6,882,053 |  |

Interest payable and similar expenses | 6 | 54,903 |  | 17,234 |  |

PROFIT BEFORE TAXATION | 7,216,475 |  | 6,864,819 |  |

Tax on profit | 7 | 1,660,784 |  | 1,595,301 |  |

PROFIT FOR THE FINANCIAL YEAR | 5,555,691 |  | 5,269,518 |  |

Merlin Diesel Systems Limited (Registered number: 02539463)

Other Comprehensive Income

for the year ended 31 July 2025

2025 | 2024 |

| Notes | £ | £

PROFIT FOR THE YEAR | 5,555,691 |  | 5,269,518 |  |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 5,555,691 |  | 5,269,518 |  |

Merlin Diesel Systems Limited (Registered number: 02539463)

Balance Sheet

31 July 2025

2025 | 2024 |

| Notes | £ | £ | £ | £

FIXED ASSETS

Tangible assets | 9 | 1,528,652 |  | 1,691,840 |  |

CURRENT ASSETS

Stocks | 10 | 33,679,783 |  | 30,011,305 |  |

Debtors | 11 | 9,850,841 |  | 11,540,348 |  |

Cash at bank and in hand | 503,730 |  | 1,006,365 |  |

44,034,354 |  | 42,558,018 |  |

CREDITORS

Amounts falling due within one year | 12 | 11,356,346 |  | 14,297,349 |  |

NET CURRENT ASSETS | 32,678,008 |  | 28,260,669 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 34,206,660 |  | 29,952,509 |  |

PROVISIONS FOR LIABILITIES | 15 | 270,535 |  | 324,331 |  |

NET ASSETS | 33,936,125 |  | 29,628,178 |  |

CAPITAL AND RESERVES

Called up share capital | 16 | 91,920 |  | 91,920 |  |

Share premium | 17 | 20,880 |  | 20,880 |  |

Capital redemption reserve | 17 | 48,500 |  | 48,500 |  |

Retained earnings | 17 | 33,774,825 |  | 29,466,878 |  |

SHAREHOLDERS' FUNDS | 33,936,125 |  | 29,628,178 |  |

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 Systems Limited (Registered number: 02539463)

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 | 91,920 |  | 25,354,582 |  | 20,880 |  | 48,500 |  | 25,515,882 |  |

Changes in equity

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

Total comprehensive income | - |  | 5,269,518 |  | - |  | - |  | 5,269,518 |  |

Balance at 31 July 2024 | 91,920 |  | 29,466,878 |  | 20,880 |  | 48,500 |  | 29,628,178 |  |

Changes in equity

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

Total comprehensive income | - |  | 5,555,691 |  | - |  | - |  | 5,555,691 |  |

Balance at 31 July 2025 | 91,920 |  | 33,774,825 |  | 20,880 |  | 48,500 |  | 33,936,125 |  |

Merlin Diesel Systems Limited (Registered number: 02539463)

Notes to the Financial Statements

for the year ended 31 July 2025

1. | STATUTORY INFORMATION

| Merlin Diesel Systems 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.

| 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.

| Financial Reporting Standard 102 - reduced disclosure exemptions

| The company has taken advantage of the following disclosure exemption 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 Statement of Cash Flows.

| 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.

| 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.

Merlin Diesel Systems Limited (Registered number: 02539463)

Notes to the Financial Statements - continued

for the year ended 31 July 2025

2. | ACCOUNTING POLICIES - continued

| Tangible fixed assets

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

| Short leasehold | - | 5% on cost

| Long leasehold | - | Over the term of the lease

| Plant and machinery | - | 20% on cost

| Fixtures and fittings | - | 20% 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 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.

| 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 £xxx (2024: £641,508).

Merlin Diesel Systems Limited (Registered number: 02539463)

Notes to the Financial Statements - continued

for the year ended 31 July 2025

2. | ACCOUNTING POLICIES - continued

| 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 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. | TURNOVER

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

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

2025 | 2024 |

| £ | £

| UK | 24,697,867 |  | 24,644,110 |  |

| Overseas | 39,606,193 |  | 44,386,934 |  |

64,304,060 |  | 69,031,044 |  |

4. | EMPLOYEES AND DIRECTORS

2025 | 2024 |

| £ | £

| Wages and salaries | 5,312,520 |  | 5,302,045 |  |

| Social security costs | 526,400 |  | 486,800 |  |

| Other pension costs | 899,816 |  | 862,034 |  |

6,738,736 |  | 6,650,879 |  |

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

2025 | 2024 |

| Engineers | 53 |  | 53 |  |

| Sales | 55 |  | 59 |  |

| Warehouse | 24 |  | 27 |  |

| Administration | 16 |  | 16 |  |

148 |  | 155 |  |

2025 | 2024 |

| £ | £

| Directors' remuneration | 142,291 |  | 153,978 |  |

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

Merlin Diesel Systems Limited (Registered number: 02539463)

Notes to the Financial Statements - continued

for the year ended 31 July 2025

4. | EMPLOYEES AND DIRECTORS - continued

| 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 |

| £ | £

| Other operating leases | 418,669 |  | 416,851 |  |

| Depreciation - owned assets | 400,937 |  | 420,918 |  |

| Profit on disposal of fixed assets | (2,649 | ) | (35,979 | ) |

| Auditors' remuneration | 8,400 |  | 8,000 |  |

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

6. | INTEREST PAYABLE AND SIMILAR EXPENSES |

2025 | 2024 |

| £ | £

| Bank interest | 54,903 |  | 17,234 |  |

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 | 1,714,580 |  | 1,592,632 |  |

| Deferred tax:

| Deferred tax | (40,015 | ) | 2,669 |  |

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

| Total deferred tax | (53,796 | ) | 2,669 |  |

| Tax on profit | 1,660,784 |  | 1,595,301 |  |

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

Merlin Diesel Systems Limited (Registered number: 02539463)

Notes to the Financial Statements - continued

for the year ended 31 July 2025

7. | TAXATION - continued

| 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 | 7,216,475 |  | 6,864,819 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%) | 1,804,119 |  | 1,716,205 |  |

| Effects of:

| Expenses not deductible for tax purposes | 7,892 |  | 1,335 |  |

| Other timing differences | - |  | 15,685 |  |

| Research & development relief | (108,706 | ) | (137,924 | ) |

| Adjustment in respect of prior year | (13,781 | ) | - |  |

| Group relief | (28,740 | ) | - |  |

| Total tax charge | 1,660,784 |  | 1,595,301 |  |

8. | DIVIDENDS

2025 | 2024 |

| £ | £

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

9. | TANGIBLE FIXED ASSETS

Short | Long | Plant and |

leasehold | leasehold | machinery |

| £ | £ | £

| COST

| At 1 August 2024 | 1,008,590 |  | 357,634 |  | 3,761,625 |  |

| Additions | 49,523 |  | - |  | 169,825 |  |

| Disposals | - |  | - |  | (146,643 | ) |

| At 31 July 2025 | 1,058,113 |  | 357,634 |  | 3,784,807 |  |

| DEPRECIATION

| At 1 August 2024 | 293,447 |  | 283,912 |  | 3,095,191 |  |

| Charge for year | 56,066 |  | - |  | 260,283 |  |

| Eliminated on disposal | - |  | - |  | (145,976 | ) |

| At 31 July 2025 | 349,513 |  | 283,912 |  | 3,209,498 |  |

| NET BOOK VALUE

| At 31 July 2025 | 708,600 |  | 73,722 |  | 575,309 |  |

| At 31 July 2024 | 715,143 |  | 73,722 |  | 666,434 |  |

Merlin Diesel Systems Limited (Registered number: 02539463)

Notes to the Financial Statements - continued

for the year ended 31 July 2025

9. | TANGIBLE FIXED ASSETS - continued

Fixtures |

and | Motor |

fittings | vehicles | Totals |

| £ | £ | £

| COST

| At 1 August 2024 | 930,090 |  | 189,406 |  | 6,247,345 |  |

| Additions | 25,992 |  | - |  | 245,340 |  |

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

| At 31 July 2025 | 923,047 |  | 146,427 |  | 6,270,028 |  |

| DEPRECIATION

| At 1 August 2024 | 767,010 |  | 115,945 |  | 4,555,505 |  |

| Charge for year | 57,592 |  | 26,996 |  | 400,937 |  |

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

| At 31 July 2025 | 791,567 |  | 106,886 |  | 4,741,376 |  |

| NET BOOK VALUE

| At 31 July 2025 | 131,480 |  | 39,541 |  | 1,528,652 |  |

| At 31 July 2024 | 163,080 |  | 73,461 |  | 1,691,840 |  |

10. | STOCKS

2025 | 2024 |

| £ | £

| Finished goods | 33,679,783 |  | 30,011,305 |  |

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

2025 | 2024 |

| £ | £

| Trade debtors | 6,260,011 |  | 7,772,319 |  |

| Amounts owed by group undertakings | 3,089,380 |  | 3,150,339 |  |

| Other debtors | 167,412 |  | 295,134 |  |

| Prepayments and accrued income | 334,038 |  | 322,556 |  |

9,850,841 |  | 11,540,348 |  |

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

2025 | 2024 |

| £ | £

| Trade creditors | 9,671,379 |  | 13,738,223 |  |

| Corporation tax | 1,469,869 |  | 253,903 |  |

| Social security and other taxes | 122,478 |  | 111,571 |  |

| Directors' current accounts | - |  | 112,500 |  |

| Accruals and deferred income | 92,620 |  | 81,152 |  |

11,356,346 |  | 14,297,349 |  |

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

Merlin Diesel Systems Limited (Registered number: 02539463)

Notes to the Financial Statements - continued

for the year ended 31 July 2025

13. | LEASING AGREEMENTS

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

2025 | 2024 |

| £ | £

| Within one year | 278,130 |  | 424,051 |  |

| Between one and five years | 43,107 |  | 146,237 |  |

321,237 |  | 570,288 |  |

14. | SECURED DEBTS

| The bank overdraft is secured by a debenture dated 23 January 2012, both incorporating a fixed and floating charge over all current and future assets of the company.

| There is an unlimited multilateral guarantee dated 9 August 2018 given by 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.

15. | PROVISIONS FOR LIABILITIES

2025 | 2024 |

| £ | £

| Deferred tax

| Accelerated capital allowances | 270,535 |  | 324,331 |  |

Deferred tax |

| £

| Balance at 1 August 2024 | 324,331 |  |

| Credit to Income Statement during year | (40,015 | ) |

| Adjustment in respect of 2024 | (13,781 | ) |

| Balance at 31 July 2025 | 270,535 |  |

16. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

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

value: |  | £ | £

| 91,920 | Ordinary | £1 | 91,920 |  | 91,920 |  |

| The shares have attached to them full voting, dividend and capital distribution rights.

Merlin Diesel Systems Limited (Registered number: 02539463)

Notes to the Financial Statements - continued

for the year ended 31 July 2025

17. | RESERVES

Capital |

Retained | Share | redemption |

earnings | premium | reserve | Totals |

| £ | £ | £ | £

| At 1 August 2024 | 29,466,878 |  | 20,880 |  | 48,500 |  | 29,536,258 |  |

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

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

| At 31 July 2025 | 33,774,825 |  | 20,880 |  | 48,500 |  | 33,844,205 |  |

18. | PENSION COMMITMENTS

| The company operates a defined contribution pension scheme for the benefit of the employees. The assets of the scheme are administered by trustees in a fund independent from those of the company. The total contributions paid in the year amounted to £899,816 (2024: £862,034).

19. | ULTIMATE PARENT COMPANY

| The ultimate parent company is Merlin Diesel Holdings Limited, a company incorporated in England and Wales.

| The parent company of the largest and smallest group, which includes the company, and for which group financial statements are prepared is Merlin Diesel Holdings Limited, 189/191 Bradkirk Place, Walton Summit, Preston, PR5 8AJ.

| The company is ultimately controlled jointly by LK Bramley and S Bramley, by virtue of their shareholding in the parent company.

20. | 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.