REGISTERED NUMBER: 11937161 (England and Wales)

MSCLUK LTD

Financial Statements for the Year Ended 31 December 2025

Page

Statement of Financial Position

1

Notes to the Financial Statements

2

NON-CURRENT ASSETS

Intangible assets

5

-

5,501

Tangible assets

6

49,375

68,144

49,375

73,645

CURRENT ASSETS

Stocks

7

634,142

848,816

Receivables: amounts falling due within one year

8

769,272

764,039

Cash at bank

36,282

51,110

1,439,696

1,663,965

PAYABLES

Amounts falling due within one year

9

(3,643,959

)

(3,770,667

)

NET CURRENT LIABILITIES

(2,204,263

)

(2,106,702

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(2,154,888

)

(2,033,057

)

CAPITAL AND RESERVES

Called up share capital

11

11

Retained earnings

(2,154,899

)

(2,033,068

)

(2,154,888

)

(2,033,057

)

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

MSCLUK Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

11937161

Registered office:

17 Flitch Industrial Estate

Great Dunmow

Essex

England

CM6 1XJ

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 cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise Judgment in applying the company's accounting policies.

The following principal accounting policies have been applied consistently unless otherwise stated:

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, effective 1 January 2026, 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

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

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2020, is being amortised evenly over its estimated useful life of ten years.

Property, plant and equipment

Property , plant and equipment are stated at cost less accumulated depreciation. The charge to depreciation is calculated to write off the original cost of property, plant and equipment, less their estimated residual value, over their expected useful lives.

Plant and Machinery

- 15% straight line

Fixtures and Fittings

- 25% straight line

Computer Equipment

- 12.5% 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

Inventories 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 has 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 companies 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 a 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 the Income Statement.

(ii) Financial liabilities

Basic financial liabilities, including trade and other payables, bank loans and overdrafts and hire

purchase contracts 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.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company pension scheme are charged to 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.

Finance costs

Finance costs comprise interest payable on borrowings and leases. Interest is recognised in the Income Statement as it accrues.

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.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts.

Bank overdrafts are shown within borrowings in current liabilities.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 24 (2024 - 27 ) .

5.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 January 2025

10,001

Disposals

(10,001

)

At 31 December 2025

-

AMORTISATION

At 1 January 2025

4,500

Amortisation for year

1,000

Eliminated on disposal

(5,500

)

At 31 December 2025

-

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

5,501

6.	PROPERTY, PLANT AND EQUIPMENT

Fixtures

Plant and

and

Computer

machinery

fittings

equipment

Totals

£

£

£

£

COST

At 1 January 2025

33,280

94,349

23,647

151,276

Additions

1,400

767

15,248

17,415

Disposals

-

(19,929

)

-

(19,929

)

At 31 December 2025

34,680

75,187

38,895

148,762

DEPRECIATION

At 1 January 2025

15,488

55,835

11,809

83,132

Charge for year

5,184

26,974

3,349

35,507

Eliminated on disposal

-

(19,252

)

-

(19,252

)

At 31 December 2025

20,672

63,557

15,158

99,387

NET BOOK VALUE

At 31 December 2025

14,008

11,630

23,737

49,375

At 31 December 2024

17,792

38,514

11,838

68,144

7.

STOCKS

2025

2024

£

£

Inventories

634,142

848,816

As of 31 December 2025, the replacement cost of inventories is equal to the actual cost.

8.

RECEIVABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade receivables

465,301

592,434

Amounts owed by group undertakings

-

3,594

Other receivables

48,323

42,784

Tax

-

68

Prepayments and accrued income

255,648

125,159

769,272

764,039

Amounts owed by group undertakings are interest free and repayable on demand.

9.

PAYABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

112,221

101,661

Trade payables

210,326

192,324

Amounts owed to group undertakings

3,141,633

3,255,362

Amounts owed to related parties

90,000

90,000

Tax

(68

)

-

Social security and other taxes

23,380

26,901

VAT

38,456

80,235

Accruals and deferred income

28,011

24,184

3,643,959

3,770,667

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

10.	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

11.	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.

The following entities are regarded as related parties due to common directors and shareholders.

-

Marflow Engineering Limited

Amounts owed to/by MSCLUK Ltd at year end:

2025

2024

Amounts (owed to

)

Amounts (owed to

)

/ by MSCLUK Ltd

/ by MSCLUK Ltd

£

£

Marflow Engineering Limited

90,000

90,000

12.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Ardtir Investments Ltd.

The company regards Flair Showers Limited, a company registered in the Republic Of Ireland, as

its immediate parent company. The ultimate parent and the largest and smallest group financial

statements that consolidate this company is Ardtir Investments Ltd.