REGISTERED NUMBER: 13090566 (England and Wales)

SANBRA LIMITED

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

95,702

152,342

CURRENT ASSETS

Stocks

6

2,986,811

888,238

Receivables: amounts falling due within one year

7

7,485,357

4,954,157

Cash at bank

65,166

251,922

10,537,334

6,094,317

PAYABLES

Amounts falling due within one year

8

(11,247,916

)

(7,577,961

)

NET CURRENT LIABILITIES

(710,582

)

(1,483,644

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(614,880

)

(1,331,302

)

PAYABLES

Amounts falling due after more than one year

9

(22,310

)

(36,825

)

NET LIABILITIES

(637,190

)

(1,368,127

)

CAPITAL AND RESERVES

Called up share capital

1

1

Retained earnings

(637,191

)

(1,368,128

)

(637,190

)

(1,368,127

)

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

Sanbra Limited 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:

13090566

Registered office:

17 Flitch Industrial Estate

Chelmford Road

Great Dunmow

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 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.

Related party exemption

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.

Revenue

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

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.

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.

Motor Vehicles - 20% 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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.

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.

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 13 (2024 - 11 ) .

5.	PROPERTY, PLANT AND EQUIPMENT

Motor

vehicles

£

COST

At 1 January 2025

287,767

Additions

5,045

At 31 December 2025

292,812

DEPRECIATION

At 1 January 2025

135,425

Charge for year

61,685

At 31 December 2025

197,110

NET BOOK VALUE

At 31 December 2025

95,702

At 31 December 2024

152,342

The net book value of tangible fixed assets includes amounts of £35,654 (2024: £62,520) in respect of assets held under hire purchase agreements.

6.

STOCKS

2025

2024

£

£

Inventories

2,986,811

888,238

7.

RECEIVABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

1,792,377

810,831

Amounts owed by group undertakings

4,388,515

2,804,918

Amounts owed by related parties

843,271

1,321,826

Other debtors

461,194

16,582

7,485,357

4,954,157

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

8.

PAYABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

519,879

133,666

Hire purchase contracts

12,168

9,822

Trade payables

679,038

413,831

Amounts owed to group undertakings

9,347,105

6,711,137

Amounts owed to related parties

-

8,497

Taxation and social security

159,585

114,156

Other payables

530,141

186,852

11,247,916

7,577,961

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

9.

PAYABLES: AMOUNTS FALLING DUE AFTER ONE YEAR

2025

2024

£

£

Hire purchase contracts

22,310

36,825

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

-

Marflow Engineering Limited

-

Sanbra Ltd (ROI)

-

Sanbra Fyffe Ltd

-

John Riddel and Son Limited

-

R.T Large (N.I.) Ltd

Amounts owed to/by Sanbra Limited at year end:

2025

2024

Amounts (owed to

)

Amounts (owed to

)

/by Sanbra Limited

/by Sanbra Limited

£

£

Marflow Engineering Limited

(842,627

)

(871,314

)

Sanbra Ltd (ROI)

-

(450,000

)

Sanbra Fyffe Ltd

(300

)

(512

)

John Riddel and Son Limited

(300

)

6,733

RT Large (N.I.) Ltd

(44

)

1,764

12.	POST BALANCE SHEET EVENTS

Subsequent to the year end, the Group completed a restructuring whereby the trade, assets and liabilities of several group companies were transferred to Sanbra Limited. As a result of this transaction, Sanbra Limited became the principal trading entity of the Group. Following completion of the restructuring, the other group companies ceased trading and are expected to be wound down and ultimately dissolved.

The restructuring is considered to be a non-adjusting event for the purposes of these financial statements as the transaction occurred after the reporting date and does not affect the financial position of the Company as at 31 December 2025. Accordingly, no adjustments have been made to the amounts recognised in the financial statements. The directors believe that disclosure of this event is necessary to enable users of the financial statements to properly understand the future structure and operations of the Group.

13.	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.