REGISTERED NUMBER: 00928322 (England and Wales)

MARFLOW ENGINEERING LIMITED

Audited Financial Statements for the Year Ended 31 December 2025

Page

Statement of Financial Position

1

Notes to the Financial Statements

2

NON-CURRENT ASSETS

Tangible assets

5

128,387

175,778

CURRENT ASSETS

Stocks

6

1,278,666

2,090,527

Receivables: amounts falling due within one year

7

514,570

533,939

Cash at bank

29,239

28,724

1,822,475

2,653,190

PAYABLES

Amounts falling due within one year

8

(5,030,337

)

(4,093,291

)

NET CURRENT LIABILITIES

(3,207,862

)

(1,440,101

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(3,079,475

)

(1,264,323

)

PAYABLES

Amounts falling due after more than one year

9

-

(14,942

)

NET LIABILITIES

(3,079,475

)

(1,279,265

)

CAPITAL AND RESERVES

Called up share capital

10

245,000

245,000

Capital redemption reserve

21,221

21,221

Retained earnings

(3,345,696

)

(1,545,486

)

SHAREHOLDERS' FUNDS

(3,079,475

)

(1,279,265

)

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 23 June 2026 and were signed on its behalf by:

Martin Murphy - Director

1.	STATUTORY INFORMATION

Marflow Engineering 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 financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated.

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared on a going concern basis under the historical costs convention. The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the company's financial statements.

Going Concern

The financial statements have been prepared on a basis other than going concern. Subsequent to the year end, but prior to the approval of these financial statements, the directors approved a group restructuring, whereby the trade, assets and liabilities of the Company will be transferred to Sanbra Limited, a related group company. Following completion of this restructuring, the Company will cease trading and enter an orderly wind-down with a view to eventual dissolution.

As a result of this decision, the directors have concluded that the Company does not have the intention or ability to continue trading for the foreseeable future and, accordingly, the going concern basis of accounting is not appropriate.

Assets have been stated at the amounts expected to be realised and liabilities have been stated at the amounts expected to be settled in the course of the wind-down. The directors believe that no material adjustments have arisen as a result of adopting this basis other than those disclosed in the financial statements.

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods:

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

- the significant risks and rewards of ownership have been transferred to the buyer;

- the company retains no continuing involvement or control over the goods;

- the amount of revenue can be measured reliably;

- it is probable that future economic benefits will flow through the company; and

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation. Cost includes costs directly attributable to making the asset capable of operating as intended. The charge to depreciation is calculated to write off the original cost or valuation of property, plant and equipment, less their estimated residual value, over their expected useful lives as follows:

Plant and Machinery

- 15% Straight Line

Fixtures and Fittings

- 33.33% Straight Line

Motor Vehicles

- 25% Straight Line

The carrying values of property, plant and equipment are reviewed annually for impairment in periods if events or changes in circumstances indicate the carrying value may not be recoverable.

Inventories

Stocks are valued at the lower of cost and net realisable value. Cost comprises expenditure incurred in the normal course of business in bringing stocks to their present location and condition. Full provision is made for obsolete and slow moving items. Net realisable value comprises actual or estimated selling price (net of trade discounts) less all further costs to completion or to be incurred in marketing and selling.

Financial instruments

The company have chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial assets

Basic financial assets, including trade and other receivables, cash and bank balances and amounts owed by related parties and are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

If there is decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

(ii) Financial liabilities

Basic financial liabilities, including trade and other payables, bank loans and overdrafts and amounts owed to related parties are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

(iii) Offsetting

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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 tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

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 the Income Statement in the period to which they relate.

Cash flow statement

The company has availed of the exemption in FRS 102 Section 1A from the requirement to prepare a Statement of Cash Flows because it is classified as a small company.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 21 (2024 - 24 ) .

5.	PROPERTY, PLANT AND EQUIPMENT

Fixtures

Plant and

and

Motor

machinery

fittings

vehicles

Totals

£

£

£

£

COST

At 1 January 2025

77,381

137,072

91,740

306,193

Additions

-

2,376

3,625

6,001

Disposals

-

-

(29,450

)

(29,450

)

At 31 December 2025

77,381

139,448

65,915

282,744

DEPRECIATION

At 1 January 2025

65,598

46,074

18,743

130,415

Charge for year

5,393

17,146

23,616

46,155

Eliminated on disposal

-

-

(22,213

)

(22,213

)

At 31 December 2025

70,991

63,220

20,146

154,357

NET BOOK VALUE

At 31 December 2025

6,390

76,228

45,769

128,387

At 31 December 2024

11,783

90,998

72,997

175,778

The net book value of tangible fixed assets includes amounts of £Nil (2024: £14,850) in respect of assets held under hire purchase agreements.

6.

STOCKS

2025

2024

£

£

Inventories

1,278,666

2,090,527

7.

RECEIVABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

345,353

321,178

Amounts owed by group undertakings

-

104,820

Amounts owed by related undertakings

90,000

90,000

Other debtors

79,217

17,941

514,570

533,939

Amounts owed by group undertakings and related undertakings are unsecured, interest free and payable on demand.

8.

PAYABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

5,303

10,128

Hire purchase contracts

-

4,042

Trade payables

85,767

5,954

Amounts owed to group undertakings

2,587,315

1,904,005

Amounts owed to related undertakings

1,999,984

2,008,815

Taxation and social security

94,863

54,841

Other payables

257,105

105,506

5,030,337

4,093,291

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

9.

PAYABLES: AMOUNTS FALLING DUE AFTER ONE YEAR

2025

2024

£

£

Bank loans

-

4,695

Hire purchase contracts

-

10,247

-

14,942

Hire Purchase liabilities are secured on the assets to which they relate.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

85,000

Ordinary Share Capital

£1

85,000

85,000

160,000

Preference Share Capital

£1

160,000

160,000

245,000

245,000

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

The Auditors' Report was unqualified.

Mr. Ryan Falls (FCA) (Senior Statutory Auditor)

for and on behalf of Cooper Parry Audit (Ireland) Limited

12.	RELATED UNDERTAKINGS 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.

As at 31 December 2025, the following entities were regarded as related parties due to common directors and shareholders.

-

MSCLUK Ltd

-

Sanbra Limited

-

Flair Showers Ltd (ROI)

Amounts owed to/by Marflow Engineering Ltd at year end:

2025

2024

Amounts (owed to

)

Amounts (owed to

)

/ by Marflow Engineering Ltd

/ by Marflow Engineering Ltd

£

£

MSCLUK Ltd

(90,000

)

(90,000

)

Sanbra Limited

1,143,635

1,153,203

Flair Showers Ltd (ROI)

856,349

855,612

13.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Rockabel Limited.

The company regards Sanbra Limited, a company registered in the Republic of Ireland, as its parent company. The results of Marflow Engineering Ltd are included in the consolidated financial statements of Sanbra Limited, which are available at the company's registered office at Instantor Works, Santry Avenue, Dublin 9, Ireland.