| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 |
| FOR |
| MORPLAN LIMITED |
| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 |
| FOR |
| MORPLAN LIMITED |
| MORPLAN LIMITED (REGISTERED NUMBER: 03801026) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| for the year ended 31 December 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 6 |
| Statement of Comprehensive Income | 9 |
| Balance Sheet | 10 |
| Statement of Changes in Equity | 11 |
| Cash Flow Statement | 12 |
| Notes to the Cash Flow Statement | 13 |
| Notes to the Financial Statements | 14 |
| MORPLAN LIMITED |
| COMPANY INFORMATION |
| for the year ended 31 December 2025 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants & Statutory Auditors |
| Linden House |
| Linden Close |
| Tunbridge Wells |
| Kent |
| TN4 8HH |
| MORPLAN LIMITED (REGISTERED NUMBER: 03801026) |
| STRATEGIC REPORT |
| for the year ended 31 December 2025 |
| The directors present their strategic report for the year ended 31 December 2025. |
| PRINCIPAL PLACE OF BUSINESS |
| Morplan Limited is incorporated in the United Kingdom and is part of the Raja group of companies. |
| The company is a long established trade supplier to the retail industry and operates as an integrated distance selling operation complemented by retail outlets in London, Bristol, Glasgow and Birmingham and is supported by a nationwide distribution network. |
| REVIEW OF BUSINESS |
| Trading conditions remained challenging throughout the year, with continued uncertainty in the UK economy impacting customer confidence and discretionary spending. Demand across the retail sector remained subdued, with customers facing sustained cost pressures. The full-year effect of increases in Employer National Insurance contributions, together with above-inflation rises in the National Living Wage, further constrained spending within our core customer base and contributed to a cautious approach to purchasing. |
| In response to these conditions, the Directors maintained a strong focus on operational discipline. Particular emphasis was placed on the control of operating costs, cash management and stock utilisation, all of which improved compared to the prior year and supported the resilience of the business in a difficult trading environment. |
| During the year, the Group completed the final phase of clearing legacy stock associated with the Covid-19 pandemic, with a further £170,000 of redundant PPE inventory written off. This concludes the remaining exposure in this category. |
| The Group continued to invest in its product offering, introducing over 600 new products during the year to refresh the range and support targeted customer verticals. This initiative forms part of the Group's ongoing strategy to enhance its relevance and competitiveness in key market segments. |
| Our Irish Branch continues to provide a proven and cost-effective route into the Republic of Ireland, with sales from this market showing continued growth. Building on this platform, the Group is preparing to utilise the Irish operation to support exports to selected customers within the European Union, with activity expected to commence during 2026. |
| The Group successfully completed its annual ISO 9001 and ISO 14001 audits and retained both accreditations. In addition, the Group retained its Royal Warrant, reflecting its ongoing commitment to quality, service and operational excellence. |
| Looking ahead, the Directors expect trading conditions in 2026 to remain challenging, reflecting continued economic uncertainty both domestically and internationally. The escalation of conflict in the Middle East has already contributed to increased oil prices, which in turn are driving higher input costs, increased global shipping rates and extended supply lead times. These factors are expected to place ongoing pressure on margins and supply chains. |
| Notwithstanding these challenges, the Directors believe that the strategic actions taken in recent years position the business appropriately for the future. The continued development of the Retail Division within the Raja Group is expected to deliver enhanced purchasing power and operational synergies, which will benefit Morplan over time. |
| Following the relocation of the Group's warehousing and logistics operations to Milton Keynes in 2021, the Group has continued to operate its Head Office from its long-standing site in Harlow, occupying significantly less than half of the available space. With the lease on this property now expired, plans are in place to relocate the Head Office to a more appropriately sized facility, also located in Harlow. The move is expected to take place in Q3 2026 and is anticipated to deliver meaningful cost savings and improved operational efficiency. |
| The Directors remain confident that, despite the ongoing external challenges, the measures taken to strengthen the business, together with the support and scale of the wider Group, will enable Morplan to navigate the current environment and return to sustainable levels of profitability. |
| MORPLAN LIMITED (REGISTERED NUMBER: 03801026) |
| STRATEGIC REPORT |
| for the year ended 31 December 2025 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The Directors have identified the following principal risks and uncertainties that may have an impact on the performance and position of the business: |
| Economic and Market Conditions - The Group is exposed to fluctuations in the UK economy and wider global economic environment. Ongoing uncertainty, coupled with inflationary pressures, increases in Employer National Insurance contributions and rises in the National Living Wage, continue to place pressure on the retail sector. A sustained downturn in customer confidence or spending could adversely impact sales and profitability. |
| Supply Chain and Cost Inflation - The Group sources products globally and is therefore exposed to risks associated with supply chain disruption, increased shipping costs and extended lead times. Geopolitical tensions, including conflicts in the Middle East and elsewhere, may contribute to volatility in oil prices and freight costs, which in turn may impact product availability and margins. |
| Foreign Exchange Risk - As a result of international sourcing, the Group is exposed to fluctuations in foreign exchange rates. Movements in exchange rates may impact the cost of goods purchased. The Group manages this risk through the use of hedging arrangements where considered appropriate. |
| Stock Management - The Group holds a significant level of inventory in order to service customer demand. There is a risk of stock obsolescence, particularly in relation to seasonal or trend-led products. The Directors mitigate this risk through active stock management, regular review of product performance and provisioning where necessary. |
| Operational and Cost Control - The Group's performance is dependent on its ability to effectively manage its cost base. Increases in operating costs, including property, staffing and distribution, may adversely affect profitability if not carefully controlled. |
| Dependence on Key Markets - The Group derives the majority of its revenue from the UK retail sector, which exposes it to sector-specific risks. The continued development of the Irish Branch and planned expansion into EU markets are intended to partially mitigate this concentration risk over time. |
| The Directors regularly review these risks and implement appropriate measures to manage and mitigate their potential impact on the business. |
| ON BEHALF OF THE BOARD: |
| MORPLAN LIMITED (REGISTERED NUMBER: 03801026) |
| REPORT OF THE DIRECTORS |
| for the year ended 31 December 2025 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2025. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of a trade supplier to the retail industry. |
| 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. |
| Other changes in directors holding office are as follows: |
| DISCLOSURE IN THE STRATEGIC REPORT |
| The company has chosen to set out in the strategic report the following information that is required to be stated in the directors' report: |
| An indication of the likely future developments of the business of the company. |
| The principal risks and uncertainties faced by the company. |
| 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; |
| - | 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. |
| In preparing the financial statements the directors are required to state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements. |
| The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. |
| MORPLAN LIMITED (REGISTERED NUMBER: 03801026) |
| REPORT OF THE DIRECTORS |
| for the year ended 31 December 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. |
| AUDITORS |
| The auditors, BSR Bespoke, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MORPLAN LIMITED |
| Opinion |
| We have audited the financial statements of Morplan Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, 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 loss 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 |
| MORPLAN 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 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MORPLAN LIMITED |
| 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: |
| We obtained an understanding of the legal and regulatory frameworks that are applicable to the client and determined that the most significant are: |
| - The form and content of the financial statements, FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006 |
| - UK Employment Law and data protection, and |
| - International Organisation for Standardisation, including, ISO9001, ISO14001 and ISO45001 |
| We gathered an understanding of how the entity is complying with the above frameworks by enquiring and observing management and those charged with governance, ensuring there is a culture of honesty with an emphasis on fraud prevention which may reduce opportunities for fraud to occur as well as acting as a deterrent. |
| We assessed the susceptibility of the financial statements to material misstatement due to fraud, by making an assessment of the key fraud risks, the manner in which any such risks may materialise, our knowledge of the client and an assessment of the current business environment. |
| We designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed additional audit procedures to address each identified fraud risk to obtain reasonable assurance that the financial statements were free of fraud or error. |
| There are inherent limitations in the audit procedures described above, 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. The primary responsibility for the prevention and detection of fraud rests with management and those charged with governance. |
| 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. |
| for and on behalf of |
| Chartered Accountants & Statutory Auditors |
| Linden House |
| Linden Close |
| Tunbridge Wells |
| Kent |
| TN4 8HH |
| MORPLAN LIMITED (REGISTERED NUMBER: 03801026) |
| STATEMENT OF COMPREHENSIVE |
| INCOME |
| for the year ended 31 December 2025 |
| 31.12.25 | 31.12.24 |
| Notes | £ | £ | £ | £ |
| TURNOVER | 3 |
| Cost of sales |
| GROSS PROFIT |
| Distribution costs |
| Administrative expenses |
| 8,557,712 | 9,141,020 |
| OPERATING LOSS | 5 | ( |
) | ( |
) |
| Interest payable and similar expenses | 6 |
| LOSS BEFORE TAXATION | ( |
) | ( |
) |
| Tax on loss | 7 | ( |
) | ( |
) |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE LOSS FOR THE YEAR |
( |
) |
( |
) |
| MORPLAN LIMITED (REGISTERED NUMBER: 03801026) |
| BALANCE SHEET |
| 31 December 2025 |
| 31.12.25 | 31.12.24 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 9 |
| CURRENT ASSETS |
| Stocks | 10 |
| Debtors | 11 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 12 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| PROVISIONS FOR LIABILITIES | 16 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 17 |
| Retained earnings | 18 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| MORPLAN LIMITED (REGISTERED NUMBER: 03801026) |
| STATEMENT OF CHANGES IN EQUITY |
| for the year ended 31 December 2025 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 January 2024 |
| Changes in equity |
| Total comprehensive loss | - | ( |
) | ( |
) |
| Balance at 31 December 2024 |
| Changes in equity |
| Total comprehensive loss | - | ( |
) | ( |
) |
| Balance at 31 December 2025 |
| MORPLAN LIMITED (REGISTERED NUMBER: 03801026) |
| CASH FLOW STATEMENT |
| for the year ended 31 December 2025 |
| 31.12.25 | 31.12.24 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | ( |
) |
| Interest paid | ( |
) | ( |
) |
| Tax paid |
| Net cash from operating activities | ( |
) |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Sale of tangible fixed assets |
| Net cash from investing activities | ( |
) | ( |
) |
| Cash flows from financing activities |
| New loans in year |
| Loan repayments in year | ( |
) |
| Capital repayments in year | ( |
) | ( |
) |
| Net cash from financing activities | ( |
) |
| Increase/(decrease) in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
1,209,494 |
| Cash and cash equivalents at end of year | 2 | 849,140 | 542,510 |
| MORPLAN LIMITED (REGISTERED NUMBER: 03801026) |
| NOTES TO THE CASH FLOW STATEMENT |
| for the year ended 31 December 2025 |
| 1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Loss before taxation | ( |
) | ( |
) |
| Depreciation charges |
| Profit on disposal of fixed assets | ( |
) |
| Increase/(Decrease) in provisions | (36,601 | ) | (72,668 | ) |
| Finance costs | 20,241 | 13,828 |
| (198,023 | ) | (278,109 | ) |
| Decrease in stocks |
| Decrease/(increase) in trade and other debtors | ( |
) |
| Decrease in trade and other creditors | ( |
) | ( |
) |
| Cash generated from operations | ( |
) |
| 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 | 849,140 | 542,510 |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 542,510 | 1,209,494 |
| 3. | ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS |
| At 1.1.25 | Cash flow | At 31.12.25 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | 542,510 | 306,630 | 849,140 |
| 542,510 | 849,140 |
| Debt |
| Finance leases | (2,339 | ) | 2,339 | - |
| Debts falling due within 1 year | (624,890 | ) | 24,890 | (600,000 | ) |
| (627,229 | ) | 27,229 | (600,000 | ) |
| Total | (84,719 | ) | 333,859 | 249,140 |
| MORPLAN LIMITED (REGISTERED NUMBER: 03801026) |
| NOTES TO THE FINANCIAL STATEMENTS |
| for the year ended 31 December 2025 |
| 1. | STATUTORY INFORMATION |
| Morplan Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements are presented in Sterling (£). |
| Going concern |
| The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report. After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources, including parental support, to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements. |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The company has taken advantage of the following disclosure exceptions 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 33 Related Party Disclosures paragraph 33.7. |
| Turnover |
| Turnover is recognised when it is probable that future economic benefits will flow to the company from the sale of goods and services and is measured as the fair value of consideration which the company expects to receive from those transactions. Sales of goods are recognised at the point of sale or on delivery of the goods and when the risks and rewards of ownership have passed to the customer. Turnover from services is recognised when the services are provided. |
| Turnover from internet sales is recognised at the point when the goods are despatched to the customer. |
| Turnover is recognised net of returns and of trade discounts and is shown exclusive of value added tax. |
| Tangible fixed assets |
| Short leasehold | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Computer equipment | - |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Cost is determined on a weighted average basis. |
| MORPLAN LIMITED (REGISTERED NUMBER: 03801026) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company enters into basic financial instruments that give rise to financial assets and financial liabilities including trade and other debtors, trade and other creditors, bank account balances, bank loans and other loans and borrowings and investments in certain non puttable and non convertible equity instruments. |
| Debt instruments which are not payable or receivable within one year are initially accounted for at the transaction price and are subsequently accounted for at amortised cost using the effective interest method. Debt instruments payable and receivable within one year are measured at their undiscounted cash amounts. Where the debt instruments are treated as a financing transaction, then the financial asset or liability is measured at the present value of future cash flows based on a market rate of interest. Debt instruments which are treated as financial assets and accounted for at amortised cost are also assessed for impairment. |
| Equity instruments are initially accounted for at transaction price. They are subsequently accounted for at cost unless they can be accounted for at fair value based on a readily available market price in an active market. Equity instruments which are treated as financial assets and accounted for at cost are also assessed for impairment. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 taxation |
| 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 |
| The financial statements are presented in Sterling, which is also the functional currency of the Company. Transactions in currencies other than the functional currency of the Company are recorded at the rate of exchange on the date the transaction occurred. Monetary items denominated in other currencies are translated at the rate prevailing at the end of the reporting period. All differences are taken to the statement of comprehensive income. Non-monetary items that are measured at historic cost in a foreign currency are not retranslated. |
| Provisions |
| Provisions are recognised when the Company has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation. |
| MORPLAN LIMITED (REGISTERED NUMBER: 03801026) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Leased assets |
| Assets that are held by the Company under leases which transfer to the Company substantially all the risks and rewards of ownership are classified as being held under finance leases. Leases which do not transfer substantially all the risks and rewards of ownership to the Company are classified as operating leases. |
| Rentals paid under operating leases are charged to Statement of Comprehensive Income on a straight line basis over the period of the lease. |
| Pension costs |
| The company operates a defined contribution pension scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme. The assets of the scheme are held separately from those of the company and operated independently by Aegon Scottish Equitable. |
| Critical accounting judgements and key sources of estimation uncertainty |
| In the application of the Company's accounting policies, which are described above, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these 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. |
| 3. | TURNOVER |
| Of the company's total turnover 97% (2024: 96%) is attributable to the UK market and 3% (2024: 4%) to Non-UK markets. All turnover relates to the sale of goods and is originated in the UK and ROI. |
| 4. | EMPLOYEES AND DIRECTORS |
| The average monthly number of employees during the year was as follows: |
| 31.12.25 | 31.12.24 |
| Administration | 72 | 71 |
| Production | 8 | 8 |
| 80 | 79 |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Wages & salaries | 3,078,558 | 3,150,934 |
| Social security costs | 366,707 | 313,945 |
| Pension costs | 188,198 | 195,201 |
| Recruitment costs | 8,597 | 19,659 |
| Total wages cost | 3,642,060 | 3,679,739 |
| MORPLAN LIMITED (REGISTERED NUMBER: 03801026) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2025 |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Directors' remuneration |
| 5. | OPERATING LOSS |
| The operating loss is stated after charging/(crediting): |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Depreciation - owned assets |
| Profit on disposal of fixed assets | ( |
) |
| Fees payable for the audit |
| Foreign exchange loss/(gain) |
| Other operating leases |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Interest payable (other loans) |
| 7. | TAXATION |
| Analysis of the tax credit |
| The tax credit on the loss for the year was as follows: |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Current tax: |
| UK corporation tax | ( |
) | ( |
) |
| Deferred tax | ( |
) |
| Tax on loss | ( |
) | ( |
) |
| MORPLAN LIMITED (REGISTERED NUMBER: 03801026) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2025 |
| 7. | TAXATION - continued |
| Reconciliation of total tax credit 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 |
| £ | £ |
| Loss before tax | ( |
) | ( |
) |
| Loss multiplied by the standard rate of corporation tax in the UK of (2024 - |
( |
) |
( |
) |
| Effects of: |
| Expenses not deductible for tax purposes |
| Capital allowances in excess of depreciation | - | ( |
) |
| Depreciation in excess of capital allowances | - |
| NTLR deficits movement | - | (611 | ) |
| Received in respect of losses surrendered | - | (61,816 | ) |
| Deferred tax movement | (10,634 | ) | 36,839 |
| General provisions movement | (4,250 | ) | 5,000 |
| Irish branch losses | 1,368 | - |
| Total tax credit | (83,904 | ) | (148,126 | ) |
| 8. | DEFERRED TAX |
| The deferred tax asset (note 11) is made up as follows: |
| Accelerated capital allowances |
Other timing differences |
Losses carried forward |
Total |
| £ | £ | £ | £ |
| At 1 January 2025 | (19,157 | ) | 5,000 | 222,246 | 208,089 |
| Movement in the year | 14,884 | (4,250 | ) | - | 10,634 |
| At 31 December 2025 | (4,273 | ) | 750 | 222,246 | 218,723 |
| Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 25% (2024: 25%). |
| MORPLAN LIMITED (REGISTERED NUMBER: 03801026) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2025 |
| 9. | TANGIBLE FIXED ASSETS |
| Fixtures |
| Short | Plant and | and | Computer |
| leasehold | machinery | fittings | equipment | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 1 January 2025 |
| Additions |
| At 31 December 2025 |
| DEPRECIATION |
| At 1 January 2025 |
| Charge for year |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| Fixed assets include computer equipment held under hire purchase agreement with a net book value at the year end of £2,785 (2024: £5,173). |
| 10. | STOCKS |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Raw materials |
| Finished goods |
| 11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Trade debtors |
| Other debtors |
| Deferred tax | 218,723 | 208,089 |
| MORPLAN LIMITED (REGISTERED NUMBER: 03801026) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2025 |
| 12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Other loans (see note 13) |
| Hire purchase contracts (see note 14) |
| Trade creditors |
| Social security and other taxes |
| Other creditors |
| Accruals |
| 13. | LOANS |
| An analysis of the maturity of loans is given below: |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Other loans |
| During 2022 RAJA SAS (parent company) provided Morplan with a working capital loan of £600,000. The loan is repayable with 3 months' written notice from RAJA SAS. |
| 14. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Hire purchase |
| contracts |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Net obligations repayable: |
| Within one year |
| Obligations under finance leases |
| Finance leases relate to computer equipment. The average interest rate underlying all obligations during the year was 8.6%. |
| The directors consider that the carrying amount of the obligations under finance leases approximate to their fair value. |
| Non-cancellable |
| operating leases |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Within one year |
| Between one and five years |
| In more than five years |
| MORPLAN LIMITED (REGISTERED NUMBER: 03801026) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2025 |
| 15. | FINANCIAL INSTRUMENTS |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Financial Assets |
| Debt instruments measured at amortised cost | 2,004,592 | 2,047,411 |
| Financial Assets |
| Measured at fair value through profit or loss | - | - |
| Financial Liabilities |
| Measured at amortised cost | 2,319,942 | 2,492,150 |
| Financial Liabilities |
| Measured at fair value through profit or loss | - | - |
| 16. | PROVISIONS FOR LIABILITIES |
| Customer loyalty points provision | Duty provisions | Dilapidations provisions | General provisions | Total |
| £ | £ | £ | £ | £ |
| At 1 January 2025 | 12,010 | (834 | 197,717 | 20,000 | 228,893 |
| Movement in year | 2,023 | 377 | (22,001 | ) | (17,000 | ) | (36,601 | ) |
| At 31 December 2025 | 14,033 | (457 | 175,716 | 3,000 | 192,292 |
| A dilapidations provision has been provided for the repairs required on the leasehold property at the end of the lease. |
| 17. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.12.25 | 31.12.24 |
| value: | £ | £ |
| Ordinary A | £1 | 950,000 | 950,000 |
| Ordinary B | £1 | 50,000 | 50,000 |
| 1,000,000 | 1,000,000 |
| The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at general meetings of the Company. |
| In the event of a winding up of the Company, the assets will be distributed amongst the ordinary shareholders such shares ranking equally for this purpose. |
| MORPLAN LIMITED (REGISTERED NUMBER: 03801026) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2025 |
| 18. | RESERVES |
| Retained |
| earnings |
| £ |
| At 1 January 2025 |
| Deficit for the year | ( |
) |
| At 31 December 2025 |
| 19. | PARENT COMPANY AND ULTIMATE CONTROLLING PARTY |
| The ultimate parent company is KCF SC and the parent company of the smallest and largest group to include the company in its consolidated financial statements is RAJA SAS, incorporated in France. Copies of their accounts can be obtained from www.infogreffe.com. |
| The overall controlling party of the company is D. Marcovici, a director, by virtue of her shareholding in the parent company. |
| 20. | RELATED PARTY DISCLOSURES |
| During the year, a total of key management personnel compensation of £400,638 (2024: £404,674) was paid. |