REGISTERED NUMBER: 01250477 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

MARPOSS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Income and Retained Earnings

10

Balance Sheet

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

J S Beaumont

M Balestra

SECRETARY:

C Philpott

REGISTERED OFFICE:

Leofric Business Park

Progress Way

Coventry

West Midlands

CV3 2TJ

REGISTERED NUMBER:

01250477 (England and Wales)

AUDITORS:

Luckmans Duckett Parker Limited

1110 Elliott Court

Coventry Business Park

Herald Avenue

Coventry

West Midlands

CV5 6UB

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

PRINCIPAL ACTIVITIES AND BUSINESS REVIEW

The principal activity of the company during the year was the distribution and servicing of measurement and data acquisition systems within the United Kingdom and Eire for the Marposs Group of companies.

The company's turnover for the year was £5,464,072 which was 17.5% lower than the previous year.

The UK has again experienced sluggish growth in 2025 with low levels of business investment and the expectation for future investment remaining weak. Continuing uncertainty over the future of electric vehicles and the impact of the current US Administration's tariff policy has resulted in a difficult trading year for many of our customers.

Despite the challenging trading conditions, the company remains profitable and made an operating profit of £112,525 in the year, and consequently the directors are satisfied with the profit for the year and the state of affairs at the balance sheet date.

The company's key financial performance indicators were as follows:

2025

2024

£'000

£'000

Turnover

5,464

6,620

Operating profit

113

224

Profit after tax

188

248

RESULTS AND DIVIDENDS

The profit for the year, after taxation, amounted to £188,002 (2024: profit of £247,793)

Dividends of £Nil (2024: £Nil) were paid during the year.

PRINCIPAL RISKS AND UNCERTAINTIES

The company carries on business principally within the United Kingdom, but with some transactions denominated in Euros. Its activities therefore expose it to financial risks which centre mainly on the impact of changes in foreign currency exchange rates on profitability and the valuation of cash, debtor and creditor amounts in the balance sheet. The company did not participate in any form of hedging transactions during the financial year. Currency exposure is minimised by a policy of denominating purchases in the same currency as the sale.

A proportion of the company's turnover supports the production of internal combustion engines. Changes in the market and legislative environment may impact that business in the longer term, and the company is actively developing other markets to compensate for this.

In common with all businesses, the company is exposed to the continuing impact of the exit of the United Kingdom from the European Union. The main risks are from the impact of increased costs of doing business and of delays in bringing in product from the European Union. The company does not expect these to have significant impact on trading but, where possible, has taken steps to minimise their impact.

There is no other material exposure of the company relating to price risk, credit risk, liquidity risk or cash flow risk which is material for the assessment of the assets, liabilities, financial position and profit of the company.

GOING CONCERN

The directors have reviewed the financial condition of the company including consideration of the uncertainties arising from the current economic climate. Based on this review the directors have reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and, therefore, they continue to adopt the going concern basis of accounting in preparing the financial statements.

ON BEHALF OF THE BOARD:

J S Beaumont - Director

12 March 2026

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

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

J S Beaumont

M Balestra

Other changes in directors holding office are as follows:

M Benassi - resigned 1 April 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.

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.

AUDITORS

The auditors, Luckmans Duckett Parker Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J S Beaumont - Director

12 March 2026

Opinion

We have audited the financial statements of Marposs Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Income and Retained Earnings, Balance Sheet, Cash Flow Statement and Notes to the Cash Flow Statement, 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 December 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.

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 four, 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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In identifying and assessing the risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- reference to past history and experience of the Entity,

- enquiring of management, including obtaining and reviewing supporting documentation, concerning the Entity's procedures relating to:

- identifying and complying with laws and regulations and whether they were aware of any instances of non-compliance;

- detection and response to risk of fraud and whether they were aware of any actual or suspected instances of fraud.

- assessment of the controls and processes that the Entity has in place to mitigate risk in these areas

We obtained an understanding of the legal and regulatory frameworks applicable to the company based on our understanding of the company and sector experience and discussions with management. The most significant considerations for the company are the Companies Act 2006, corporate taxes and VAT legislation, employment taxes, health and safety and the Bribery Act 2010.

We carried out discussions among the engagement team, who also undertook the audit testing, to assess how and where fraud might occur in the financial statements and any potential indicators of fraud. As part of these discussions, we identified potential for fraud in the following areas:

- management override of control; and

- revenue recognition - specifically in respect of completeness and cut-off and manipulation of revenue through management override of journals.

We designed and executed procedures in line with our responsibilities to detect material misstatements in respect of irregularities, including fraud. These procedures, together with the extent to which they are capable of detecting irregularities, including fraud, are detailed below:

- We critically assessed the appropriateness and tested the application of the revenue and cost recognition policies.

- We tested the appropriateness of accounting journals and other adjustments made in the preparation of the financial statements. We were able to identify and analyse the complete population of all journals in the year to identify and substantively test any which we considered were indicative of management override.

- We reviewed the company's accounting policies for non-compliance with relevant standards. Our work also included considering significant accounting estimates for evidence of misstatement or possible bias and testing any significant transactions that appeared to be outside the normal course of business.

- We made enquiries of management and reviewed correspondence with the relevant authorities to identify any irregularities or instances of non-compliance with laws and regulations.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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.

Mark Spafford FCA FCCA (Senior Statutory Auditor)

for and on behalf of Luckmans Duckett Parker Limited

1110 Elliott Court

Coventry Business Park

Herald Avenue

Coventry

West Midlands

CV5 6UB

12 March 2026

TURNOVER

3

5,464,072

6,619,689

Cost of sales

4,127,394

5,229,887

GROSS PROFIT

1,336,678

1,389,802

Distribution costs

668,467

650,694

Administrative expenses

554,502

514,945

1,222,969

1,165,639

OPERATING PROFIT

5

113,709

224,163

Income from fixed asset investments

579

565

Interest receivable and similar income

139,578

110,533

140,157

111,098

253,866

335,261

Interest payable and similar expenses

7

946

3,292

PROFIT BEFORE TAXATION

252,920

331,969

Tax on profit

8

64,918

84,176

PROFIT FOR THE FINANCIAL YEAR

188,002

247,793

Retained earnings at beginning of year

5,166,894

4,919,101

RETAINED EARNINGS AT END OF YEAR

5,354,896

5,166,894

FIXED ASSETS

Tangible assets

9

546,222

556,236

Investments

10

26,009

24,824

572,231

581,060

CURRENT ASSETS

Stocks

11

876,913

771,296

Debtors

12

5,289,447

4,757,413

Cash at bank

1,369,234

1,389,148

7,535,594

6,917,857

CREDITORS

Amounts falling due within one year

13

2,411,882

1,989,134

NET CURRENT ASSETS

5,123,712

4,928,723

TOTAL ASSETS LESS CURRENT LIABILITIES

5,695,943

5,509,783

PROVISIONS FOR LIABILITIES

15

41,047

42,889

NET ASSETS

5,654,896

5,466,894

CAPITAL AND RESERVES

Called up share capital

16

300,000

300,000

Retained earnings

17

5,354,896

5,166,894

SHAREHOLDERS' FUNDS

5,654,896

5,466,894

The financial statements were approved by the Board of Directors and authorised for issue on 12 March 2026 and were signed on its behalf by:

J S Beaumont - Director

Cash flows from operating activities

Cash generated from operations

1

97,567

(2,184,529

)

Interest paid

(946

)

(3,292

)

Tax paid

(113,584

)

(57,209

)

Net cash from operating activities

(16,963

)

(2,245,030

)

Cash flows from investing activities

Purchase of tangible fixed assets

(15,643

)

(27,803

)

Sale of tangible fixed assets

-

8,502

Interest received

12,113

110,533

Dividends received

579

565

Net cash from investing activities

(2,951

)

91,797

Decrease in cash and cash equivalents

(19,914

)

(2,153,233

)

Cash and cash equivalents at beginning of year

2

1,389,148

3,542,381

Cash and cash equivalents at end of year

2

1,369,234

1,389,148

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

31.12.25

31.12.24

£

£

Profit before taxation

252,920

331,969

Depreciation charges

25,658

32,191

Profit on disposal of fixed assets

-

(8,502

)

(Gain)/loss on revaluation of fixed assets

(1,186

)

1,689

Finance costs

946

3,292

Finance income

(140,157

)

(111,098

)

138,181

249,541

(Increase)/decrease in stocks

(105,617

)

64,846

Increase in trade and other debtors

(404,569

)

(987,328

)

Increase/(decrease) in trade and other creditors

469,572

(1,511,588

)

Cash generated from operations

97,567

(2,184,529

)

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 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

1,369,234

1,389,148

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

1,389,148

3,542,381

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank

1,389,148

(19,914

)

1,369,234

1,389,148

(19,914

)

1,369,234

Total

1,389,148

(19,914

)

1,369,234

1.	STATUTORY INFORMATION

Marposs 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.

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 as modified by the revaluation of certain assets.

Turnover

Turnover represents the invoiced value, excluding VAT, of goods and services supplied by the company.

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

-

2% on cost

Plant and machinery

-

3 to 7 years straight line

Fixtures and fittings

-

50% on cost and 10% on cost

Tangible assets are stated at cost less accumulated depreciation and accumulated impairment losses.

Where parts of an item of tangible fixed assets have different useful lives, they are accounted for as separate items of tangible fixed assets, for example land is treated separately from buildings.

The company assesses at each reporting date whether tangible fixed assets (including those leased under a finance lease) are impaired.

Depreciation methods, useful lives and residual values are reviewed if there is an indication of a significant change since last annual reporting date in the pattern by which the company expects to consume an asset's future economic benefits.

Stocks

Stocks are stated at the lower of cost and estimated selling price less cost to complete and sell. Cost is based on the weighted average cost principle and includes expenditure incurred in acquiring the stocks, production or conversion costs and other costs in bringing them to their existing location and condition. For work in progress, cost is taken as production cost which includes an appropriate proportion of attributable overheads.

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.

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.

Investments in preference and ordinary shares

Investments in equity instruments are measured initially at fair value, which is normally the transaction price. Subsequent to initial recognition investments that can be measured reliably are measured at fair value with changes recognised in profit or loss. Other investments are measured at cost less impairment in profit or loss.

3.

TURNOVER

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

An analysis of turnover by class of business is given below:

31.12.25

31.12.24

£

£

Sale of goods and services

5,464,072

6,619,689

5,464,072

6,619,689

An analysis of turnover by geographical market is given below:

31.12.25

31.12.24

£

£

United Kingdom

5,254,544

6,251,390

Europe

197,638

357,474

Rest of world

11,890

10,825

5,464,072

6,619,689

4.	EMPLOYEES AND DIRECTORS

31.12.25

31.12.24

£

£

Wages and salaries

860,694

862,178

Social security costs

135,422

118,166

Other pension costs

187,551

178,084

1,183,667

1,158,428

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

31.12.25

31.12.24

Sales, service and administrative

20

20

31.12.25

31.12.24

£

£

Directors' remuneration

121,365

133,422

Directors' pension contributions to money purchase schemes

4,000

4,000

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

Money purchase schemes

1

1

5.	OPERATING PROFIT

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

31.12.25

31.12.24

£

£

Hire of plant and machinery

3,628

3,658

Vehicle contract hire

64,659

64,277

Depreciation - owned assets

25,657

32,191

Profit on disposal of fixed assets

-

(8,502

)

Foreign exchange differences

20,842

3,375

6.	AUDITORS' REMUNERATION

31.12.25

31.12.24

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

16,500

16,000

Auditors' remuneration for non audit work

1,050

1,200

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.25

31.12.24

£

£

Late payment interest

946

3,292

8.

TAXATION

Analysis of the tax charge

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

31.12.25

31.12.24

£

£

Current tax:

UK corporation tax

66,760

85,329

Deferred tax

(1,842

)

(1,153

)

Tax on profit

64,918

84,176

UK corporation tax was charged at 25%) in 2024.

Reconciliation of total tax charge included in profit and loss

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

31.12.25

31.12.24

£

£

Profit before tax

252,920

331,969

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

63,230

82,992

Effects of:

Expenses not deductible for tax purposes

875

3,084

Income not taxable for tax purposes

(145

)

(141

)

Fixed asset differences

958

(1,759

)

rate of 25%

Total tax charge

64,918

84,176

9.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

Plant and

and

property

machinery

fittings

Totals

£

£

£

£

COST

At 1 January 2025

907,896

278,018

696,330

1,882,244

Additions

-

12,949

2,694

15,643

At 31 December 2025

907,896

290,967

699,024

1,897,887

DEPRECIATION

At 1 January 2025

455,312

260,299

610,397

1,326,008

Charge for year

-

6,813

18,844

25,657

At 31 December 2025

455,312

267,112

629,241

1,351,665

NET BOOK VALUE

At 31 December 2025

452,584

23,855

69,783

546,222

At 31 December 2024

452,584

17,719

85,933

556,236