MERIT GROUP HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
Company registration number 09579112 (England and Wales)
MERIT GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Profit and loss account
9
Group statement of comprehensive income
10
Group balance sheet
11 - 12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 38
MERIT GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
- 1 -

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

Principal activities

The activities of the Group during the year include:

 

Review of the business

The key financial and other performance indicators during the year were as follows:

2025
2024
Change
Note
£'000
£'000
%
Turnover
3
20,730
22,225
(6.73)%
Operating profit
4
149
955
(84.39)%
Profit after tax
(417)
534
(178.05)%
Current assets as a % of current liabilities
92%
103%
Principal risks and uncertainties

 

Credit risk

Credit risk is the risk of financial loss to the group. Exposure to credit risk in relation to customers is managed through credit control processes which include active debtor management.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure as far as possible, that we will always have sufficient liquidity to meet liabilities when due under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Groups reputation. Considering the risk mitigation activities in place, the Groups exposure to liquidity and credit risk is considered to be within normal parameters and represents an acceptable level of risk.

Development and performance

The Group is constantly assessing ways to further strengthen and evolve its core processes and services offered. Merit's warehousing, logistics and storage functions continue to grow and evolve to suit a fast-paced industry. These offerings, as well as Merit's associated infrastructure of recycling plant, administrative staff and offices, serve as the platform for continued success and strategic growth.

 

Efficiencies are consistently sought and pursued to safeguard income streams and employee retention, with each company under the Group banner being supported to achieve strong performance in their own right, as well as in their contribution to the overall reputation and reach of Merit.

 

Merit continue to recruit locally, promote from within and invest in their people, which has nurtured the platform for continued growth as a Group. Management are well supported by the Board to ensure that Merit continue to be able to pursue their strategic aims for all stakeholders.

MERIT GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 2 -

Environment

The Group continues to have environmental and sustainable matters and initiatives at the forefront of its operations. Investment in vehicles, technology and other infrastructure sees Merit continue to reduce its carbon footprint, while being at the forefront of the industry in measurement, planning and reporting on environmental factors and initiatives.

 

Merit continues to promote its offering to recycle all waste that can be recycled. Re-use platforms and a range of routes to donate furniture, refurbish machinery and other equipment are utilised to ensure that Merit remains environmentally conscious, and undertaking practices daily that will positively impact the stakeholders its businesses reach.

Future developments

Merit Office Installations continues to be a key partner to the furniture installation and relocation industries, securing large new projects and reputable customers to continue its organic growth within its marketplace. Further significant investment in technology and sustainability initiatives are being undertaken to stay ahead of its competition and maintain its standing in the wider industry

 

Merit Insulation Supplies has consolidated its place in a highly competitive industry. Nurturing relationships with key customers and suppliers, as well as expanding its product ranges on offer and with the addition of reputable new customers, the company is able to plan for conservative growth in the coming periods.

 

Merit Professional Services has expanded its offering across a wider geographical area. Major contracts delivered include the provision of services to the USA which have generated large profits to build upon. An additional service engineer twinned with this enhanced coverage of the company's machines is yielding record high levels of service revenue - the most profitable income stream.

 

The Group as a whole aims to further consolidate its position in the various markets in which Merit operate and enjoy a strong reputation and stable base. Organic growth, nurturing of staff development and contribution to the local economy and wider environment are the key priorities and drivers for Merit's ongoing success into the future.

This report was approved by the board of directors and signed on behalf of the board by:

Mr R J Ashford
Director
21 October 2026
MERIT GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 August 2025.

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £1,146,311 (2024 £1,150,694). The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr J D Ashford
Mr R J Ashford
Mr R Ashford
Future developments

The directors have prepared a strategic report and within this have declared details surrounding future developments of the Group.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr R J Ashford
Director
21 October 2026
MERIT GROUP HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 AUGUST 2025
- 4 -

The directors are responsible for preparing the Annual Report 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

MERIT GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MERIT GROUP HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of Merit Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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.

MERIT GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MERIT GROUP HOLDINGS LIMITED
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 is 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 an auditor's report 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.

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:

MERIT GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MERIT GROUP HOLDINGS LIMITED
- 7 -
Capability of the audit in detecting irregularities, including fraud

Based on our understanding of the group and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery and employment law. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, taxation and pension legislation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to accounting estimates such as bad debt provision and accruals and the inappropriate posting of journals. Audit procedures performed by the group engagement team included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.

 

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

 

MERIT GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MERIT GROUP HOLDINGS LIMITED
- 8 -

We communicate with those charged with governance regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant deficiencies in

internal control that we identify during our audit.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's report 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.

Mr Mark Attwood FCCA (Senior Statutory Auditor)
For and on behalf of Kreston Reeves Audit LLP, Statutory Auditor
Chartered Accountants
Maritime Place
Quayside
Chatham Maritime
Chatham
Kent
ME4 4QZ
22 October 2026
MERIT GROUP HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 AUGUST 2025
- 9 -
Continuing
Discontinued
31 August
Continuing
Discontinued
31 August
operations
operations
2025
operations
operations
2024
Notes
£
£
£
£
£
£
Turnover
3
20,730,155
-
20,730,155
22,225,488
-
22,225,488
Cost of sales
(16,609,283)
-
(16,609,283)
(17,306,141)
-
(17,306,141)
Gross profit
4,120,872
-
4,120,872
4,919,347
-
4,919,347
Administrative expenses
(3,829,708)
-
(3,829,708)
(3,883,075)
(81,011)
(3,964,086)
Impairment of connected company loan
(142,076)
-
(142,076)
-
-
-
Operating profit
4
149,088
-
149,088
1,036,272
(81,011)
955,261
Interest receivable and similar income
7
866
-
866
387
-
387
Interest payable and similar expenses
8
(521,332)
-
(521,332)
(198,369)
(1,183)
(199,552)
(Loss)/profit before taxation
(371,378)
-
(371,378)
838,290
(82,194)
756,096
Tax on (loss)/profit
9
(45,142)
-
(45,142)
(232,721)
10,256
(222,465)
(Loss)/profit for the financial year
25
(416,520)
-
(416,520)
605,569
(71,938)
533,631
(Loss)/profit for the financial year is attributable to:
- Owners of the parent company
(234,817)
588,304
- Non-controlling interests
(181,703)
(54,673)
(416,520)
533,631
MERIT GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2025
- 10 -
2025
2024
£
£
(Loss)/profit for the year
(416,520)
533,631
Other comprehensive income
-
-
Total comprehensive income for the year
(416,520)
533,631
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(234,817)
588,304
- Non-controlling interests
(181,703)
(54,673)
(416,520)
533,631
MERIT GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 AUGUST 2025
31 August 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
11
12,888
19,351
Tangible assets
12
2,500,726
2,725,068
2,513,614
2,744,419
Current assets
Stocks
16
1,152,561
1,361,288
Debtors
17
9,527,249
8,681,594
Cash at bank and in hand
221,884
271,705
10,901,694
10,314,587
Creditors: amounts falling due within one year
18
(11,844,188)
(9,994,220)
Net current (liabilities)/assets
(942,494)
320,367
Total assets less current liabilities
1,571,120
3,064,786
Creditors: amounts falling due after more than one year
19
(215,726)
(768,871)
Provisions for liabilities
Provisions
21
(689,000)
-
0
Deferred tax liability
22
(578,782)
(645,472)
(1,267,782)
(645,472)
Net assets
87,612
1,650,443
Capital and reserves
Called up share capital
24
1,430
1,430
Revaluation reserve
25
365,155
365,155
Profit and loss reserves
25
40,805
1,320,837
Equity attributable to owners of the parent company
407,390
1,687,422
Non-controlling interests
(319,778)
(36,979)
Total equity
87,612
1,650,443
MERIT GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 AUGUST 2025
31 August 2025
- 12 -

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 21 October 2026 and are signed on its behalf by:
21 October 2026
Mr R J Ashford
Director
Company registration number 09579112 (England and Wales)
MERIT GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 AUGUST 2025
31 August 2025
- 13 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
13
11,598
11,598
11,598
11,598
Current assets
Debtors
17
337,370
437,809
Cash at bank and in hand
2,846
1,206
340,216
439,015
Creditors: amounts falling due within one year
18
(343,151)
(335,537)
Net current (liabilities)/assets
(2,935)
103,478
Net assets
8,663
115,076
Capital and reserves
Called up share capital
24
1,430
1,430
Profit and loss reserves
25
7,233
113,646
Total equity
8,663
115,076

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £104,613 (2024 - £30,140 profit).

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The financial statements were approved by the board of directors and authorised for issue on 21 October 2026 and are signed on its behalf by:
21 October 2026
Mr R J Ashford
Director
Company registration number 09579112 (England and Wales)
MERIT GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025
- 14 -
Share capital
Revaluation reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 September 2023
1,430
365,155
1,738,425
2,105,010
162,496
2,267,506
Year ended 31 August 2024:
Profit and total comprehensive income
-
-
588,304
588,304
(54,673)
533,631
Dividends
10
-
-
(659,585)
(659,585)
(491,109)
(1,150,694)
Transfer to minority interests
-
-
(346,307)
(346,307)
346,307
-
Balance at 31 August 2024
1,430
365,155
1,320,837
1,687,422
(36,979)
1,650,443
Year ended 31 August 2025:
Loss and total comprehensive income
-
-
(234,817)
(234,817)
(181,703)
(416,520)
Dividends
10
-
-
(693,163)
(693,163)
(453,148)
(1,146,311)
Transfer to minority interests
-
-
(352,052)
(352,052)
352,052
-
Balance at 31 August 2025
1,430
365,155
40,805
407,390
(319,778)
87,612
MERIT GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025
- 15 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 September 2023
1,430
133,506
134,936
Year ended 31 August 2024:
Profit and total comprehensive income for the year
-
30,140
30,140
Dividends
10
-
(50,000)
(50,000)
Balance at 31 August 2024
1,430
113,646
115,076
Year ended 31 August 2025:
Profit and total comprehensive income
-
(104,613)
(104,613)
Dividends
10
-
(1,800)
(1,800)
Balance at 31 August 2025
1,430
7,233
8,663
MERIT GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2025
- 16 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
2,860,718
2,018,741
Interest paid
(521,332)
(199,552)
Income taxes (paid)/refunded
(266,484)
42,717
Net cash inflow from operating activities
2,072,902
1,861,906
Investing activities
Purchase of tangible fixed assets
(20,586)
(192,068)
Proceeds from disposal of tangible fixed assets
4,802
24,584
Repayment of loans
(134,945)
(7,131)
Interest received
866
387
Net cash used in investing activities
(149,863)
(174,228)
Financing activities
Repayment of borrowings
402,540
(267,062)
Repayment of bank loans
(676,889)
(17,049)
Payment of finance leases obligations
(552,200)
(303,884)
Dividends paid to equity shareholders
(693,163)
(659,585)
Dividends paid to non-controlling interests
(453,148)
(491,109)
Net cash used in financing activities
(1,972,860)
(1,738,689)
Net decrease in cash and cash equivalents
(49,821)
(51,011)
Cash and cash equivalents at beginning of year
271,705
322,716
Cash and cash equivalents at end of year
221,884
271,705
MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
- 17 -
1
Accounting policies
Company information

Merit Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Merit House, Unit 1-4 Whitewall Road, Medway City Estate, Strood, Kent, ME2 4WS.

 

The group consists of Merit Group Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The parent company is a qualifying entity for the purposes of FRS 102 and has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 18 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Merit Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 August 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

The directors have spent a significant amount of time during the year analysing, streamlining and stress testing the company’s budgets, financial position, cashflows and working capital cycle, resulting in a complete refinance of the entire group which includes this entity. For this reason the directors have concluded that there is sufficient working capital to continue to adopt the going concern basis in preparing its financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 19 -
1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Short leasehold property
5% Reducing balance
Long leasehold property
20% Straight line
Plant and equipment
20% Reducing balance
Fixtures and fittings
20% to 33% Reducing balance
Motor vehicles
25% to 33% Reducing balance
Containers
10% Reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 20 -
1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Stocks

Stocks are stated at the lower of cost of materials and estimated selling price less costs to complete and sell.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 21 -
1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 22 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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 creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 23 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 24 -

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The following judgments have had the most significant impact on amounts recognised in the financial statements:

 

Tangible fixed assets

The group has recognised tangible fixed assets with a carrying value of £2,500,726 (2024 - £2,725,068) at the reporting date (see note 12). Tangible assets are stated at their cost less provision for depreciation and impairment.

 

Any tangible assets carried at revalued amounts are recorded at fair value at the date of revaluation and subsequent accumulated depreciation and subsequent accumulated impairment losses.

 

In order to determine the fair value of tangible assets the company has used a valuation technique based on comparable market data. Valuations are obtained with sufficient regularity to ensure that the carrying value of revalued assets reflects current market conditions.

 

The company’s accounting policy sets out the approach to calculating depreciation for tangible assets acquired. These estimates are based upon such factors as the expected use of the acquired asset and market conditions. At subsequent reporting dates the directors consider whether there are any factors such as changes in market conditions that indicate a need to reconsider the estimates used.

 

Where there are indicators that the carrying value of tangible assets may be impaired the company undertakes tests to determine the recoverable amount of assets. These tests require estimates of the fair value of assets less costs to sell and of their value in use. Wherever possible the estimate of the fair value of assets is based upon observable market prices less the incremental cost for disposing of the asset.

 

Provisions

The group has recognised provisions with a carrying value of £689,000 (2024 - £Nil) at the reporting date (see note 21).

 

The estimation of the provision for historic project claims involves uncertainty concerning the company’s contractual obligations.

 

The provision of £689,000 represents the directors’ best estimate based on the information available at 31 August 2025. As the claims remain unresolved, the eventual settlement may differ from the amount recognised.

 

 

 

 

MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 25 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Sales of goods
8,257,435
10,044,168
Rendering of services
12,472,720
12,181,320
20,730,155
22,225,488
2025
2024
£
£
Other revenue
Interest income
866
387
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging:
Fees payable to the group's auditor for the audit of the group's financial statements
75,439
42,850
Depreciation of owned tangible fixed assets
237,822
269,978
Impairment of trade debtors
91,261
334,604
Loss on disposal of tangible fixed assets
2,304
2,152
Amortisation of intangible assets
6,463
6,463
Operating lease charges
279,536
273,440
5
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Production
-
2
-
-
Distribution
47
59
-
-
Administration
13
16
7
12
Management
14
14
3
-
Total
74
91
10
12
MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
5
Employees
(Continued)
- 26 -

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
2,842,527
3,155,695
329,249
366,246
Social security costs
297,315
277,967
34,537
35,052
Pension costs
49,835
54,396
6,934
7,185
3,189,677
3,488,058
370,720
408,483
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
50,283
50,287
Company pension contributions to defined contribution schemes
914
947
51,197
51,234
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
866
387
8
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
147,022
62,514
Interest on finance leases and hire purchase contracts
68,720
79,089
Other interest
305,590
57,949
Total finance costs
521,332
199,552
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
111,832
358,480
Adjustments in respect of prior periods
-
0
(77,627)
Total current tax
111,832
280,853
MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
9
Taxation
2025
2024
£
£
(Continued)
- 27 -
Deferred tax
Origination and reversal of timing differences
(66,690)
(58,388)
Total tax charge
45,142
222,465

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
(Loss)/profit before taxation
(371,378)
756,096
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(92,845)
189,024
Adjustment to tax in respect of prior years
-
2,567
Effect of expenses not deductible for tax
120,128
22,953
Effect of capital allowances and depreciation
57,432
40,710
Effect of different UK tax rates on some earnings
(25)
14,556
Utilisation of tax losses
(11,592)
(462,100)
Unused tax losses
38,734
473,143
Deferred tax charge
(66,690)
(58,388)
Taxation charge
45,142
222,465
10
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Final paid
1,146,311
1,150,694
MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 28 -
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 September 2024 and 31 August 2025
64,625
Amortisation and impairment
At 1 September 2024
45,274
Amortisation charged for the year
6,463
At 31 August 2025
51,737
Carrying amount
At 31 August 2025
12,888
At 31 August 2024
19,351
The parent company had no intangible fixed assets at 31 August 2025 or 31 August 2024.
MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 29 -
12
Tangible fixed assets
Group
Short leasehold property
Long leasehold property
Plant and equipment
Fixtures and fittings
Motor vehicles
Containers
Total
£
£
£
£
£
£
£
Cost or valuation
At 1 September 2024
94,239
475,340
395,180
47,602
1,435,931
2,026,346
4,474,638
Additions
-
0
4,500
-
0
87
15,999
-
0
20,586
Disposals
-
0
-
0
-
0
(9,210)
(25,877)
-
0
(35,087)
At 31 August 2025
94,239
479,840
395,180
38,479
1,426,053
2,026,346
4,460,137
Depreciation and impairment
At 1 September 2024
10,240
276,816
220,087
35,291
916,215
290,921
1,749,570
Depreciation charged in the year
4,200
55,240
31,016
2,487
144,879
-
0
237,822
Eliminated in respect of disposals
-
0
-
0
-
0
(7,278)
(20,703)
-
0
(27,981)
At 31 August 2025
14,440
332,056
251,103
30,500
1,040,391
290,921
1,959,411
Carrying amount
At 31 August 2025
79,799
147,784
144,077
7,979
385,662
1,735,425
2,500,726
At 31 August 2024
83,999
198,524
175,093
12,311
519,716
1,735,425
2,725,068
The parent company had no tangible fixed assets at 31 August 2025 or 31 August 2024.
MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 30 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2025
2024
2025
2024
£
£
£
£
Plant and equipment
55,037
65,912
-
0
-
0
Motor vehicles
114,578
419,468
-
0
-
0
Containers
492,000
1,031,400
-
-
661,615
1,516,780
-
-

At the year end the directors have revalued their containers, taking into account market value and their current condition. No independent valuers were involved. The revaluation this year did not result in any adjustment to the carrying values.

If these assets were measured using the cost model, the carrying amounts would be as follows:

2025
2024
£
£
Group
Cost
1,485,377
1,485,377
Accumulated depreciation
(720,925)
(529,812)
Carrying value
764,452
955,565
13
Fixed asset investments

The company had the following investments:

Company
Shares in subsidiaries
£
Cost or valuation
At 1 September 2024 and 31 August 2025
11,598
Carrying amount
At 31 August 2025
11,598
At 31 August 2024
11,598

The group held no listed investments as of 31 August 2025 or 31 August 2024.

                        

MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 31 -
14
Subsidiaries

Details of the company's subsidiaries at 31 August 2025 are as follows:

Class of
Held
Name of undertaking
shares held
%
Merit Couriers Limited
Ordinary
60
Merit Insulation Supplies Limited
Ordinary
60
Merit Office Installations Limited
Ordinary
90
Merit Professional Services Limited
Ordinary
70
Merit Spaces Limited
Ordinary
85
Merit Careers Limited
Ordinary
75
Vic UK Insulations Limited
Ordinary
56
Merit Glazing Limited
Ordinary
100

All subsidiaries share the same registered office as the parent company, which is disclosed in note 1 to the accounts.

 

In line with the exemption allowed under section 479A of the Companies Act 2006, one subsidiary company of Merit Group Holdings Limited has been made exempt from the requirement to have an audit under section 475 of the Companies Act 2006. In order to meet this exemption, Merit Group Holdings Limited has pledged to guarantee all outstanding liabilities to which the relevant subsidiary is subject to at the end of the financial year to which the guarantee relates, until they are satisfied in full and this guarantee is enforceable against the parent undertaking by any person to which the subsidiary is liable in respect of those liabilities.

For the year ended 31 August 2025 the following subsidiary company has taken the exemption from audit under section 479A of the Companies Act 2006:

Merit Careers Limited - registration number 11123987

15
Financial instruments

The Group only enters into basic financial instruments that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.

16
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Raw materials and consumables
1,152,561
1,361,288
-
-
MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 32 -
17
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,867,949
4,250,517
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
181,869
221,808
Other debtors
3,686,962
3,313,289
155,501
216,001
Prepayments and accrued income
972,338
1,117,788
-
0
-
0
9,527,249
8,681,594
337,370
437,809

Included within other debtors is £3,252,235 (2024 - £3,075,379), including £155,501 (2024 - £216,001) owed to the Parent Company, from connected companies.

 

The trade debtors balance shown above is stated after a provision for bad debts of £190,870 (2024 - £249,503)

18
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
12,000
513,605
-
0
-
0
Invoice discounting finance
3,159,195
2,756,655
-
0
-
0
Obligations under finance leases
20
173,944
348,283
-
0
-
0
Trade creditors
3,003,264
2,851,677
8,188
13,133
Amounts owed to group undertakings
-
0
-
0
179,505
204,051
Corporation tax payable
558,321
712,973
-
0
-
0
Other taxation and social security
1,566,830
1,266,233
86,966
50,193
Other creditors
2,629,407
1,033,175
53,309
53,309
Accruals and deferred income
741,227
511,619
15,183
14,851
11,844,188
9,994,220
343,151
335,537

Included within other creditors is £2,480,586 (2024 - £894,921), including £0 (2024 - £0) owed from the Parent Company, to connected companies.

 

The invoice discounting finance above is secured against a new charge created in favour of Cynergy Bank PLC on 31 July 2025, which was registered at Companies House on 13 August 2025. This new charge comprises both fixed and floating charges over all of the groups assets and contains a negative pledge.

 

The hire purchase and finance lease creditors are secured against the assets to which they relate.

MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 33 -
19
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
-
0
175,284
-
0
-
0
Obligations under finance leases
20
215,726
593,587
-
0
-
0
215,726
768,871
-
-
20
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
173,944
348,283
-
0
-
0
In two to five years
215,726
593,587
-
0
-
0
389,670
941,870
-
-
21
Provisions for liabilities
Group
Company
2025
2024
2025
2024
£
£
£
£
Provision for historic project claims
689,000
-
-
-

The provision relates to claims arising from construction projects undertaken in previous financial periods, principally concerning the nature of the contractual claims.

 

The amount recognised represents the directors’ best estimate of the expenditure required to settle the company’s present obligations at the reporting date. The estimate has been determined after considering the estimated cost of contractual responsibilities.

 

The amount and timing of the ultimate settlement remain uncertain and will depend upon the final scope and cost of the claim. The directors currently expect the claims to be settled during the year ending 31 August 2027. The ultimate expenditure may differ from the amount provided as further information becomes available.

MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 34 -
22
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
443,540
510,230
Revaluations
135,242
135,242
578,782
645,472
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 September 2024
645,472
-
Credit to profit or loss
(66,690)
-
Liability at 31 August 2025
578,782
-
23
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
49,835
54,396

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

24
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,430
1,430
1,430
1,430
25
Reserves
Revaluation reserve

This reserve records the value of fixed asset revaluations and associated deferred tax liabilities.

MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
25
Reserves
(Continued)
- 35 -
Profit and loss reserves

This reserve records retained earnings and accumulated profits and losses.

26
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
127,389
92,684
-
-
Between two and five years
92,434
48,915
-
-
219,823
141,599
-
-
MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 36 -
27
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Transaction value
Balance due from/(to)
2025
2024
2025
2024
£
£
£
£
Group
Loan to connected companies
-
-
3,251,965
3,032,938
Loan from connected companies
-
-
(2,480,586)
(893,669)
Rent paid to entities under common control
97,752
247,059
-
(1,250)
Sales to connected companies
1,004,425
1,098,980
270
42,441
Company
Loan to group companies
-
-
181,869
207,745
Loan from group companies
-
-
(179,505)
(204,051)
Loan to connected companies
-
-
155,501
216,909

Loans included above, with companies in which the directors have a controlling interest, have been made interest free, they are unsecured and have no fixed repayment schedule.

 

The Group operates from premises owned by a Company controlled by the directors of this Group. Rent is charged to the Group at market rate.

 

Key management personnel include all persons that have authority and responsibility for planning, directing and controlling the activities of the company. The total compensation paid to key management personnel for services provided to the group was £238,975 (2024: £268,329).

 

Loans between members of the Group of £77,840 was mutually written off last year. This had no impact to the profit and loss reserves of the Group. There was no write offs between members of the group this year.

 

A loan due from a connected company of £704,252 was assessed to be impaired by £142,076 and has been reduced to £562,176 which is included within the total balances owed from connected parties shown above.

 

There were no other transactions carried outside of the normal course of business.

 

MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 37 -
28
Directors' transactions

The below note details the loans due/(owed) to each of the parent companies directors. The loans are unsecured, interest free and have no fixed repayment schedule.

Dividends totalling £693,163 (2024 - £659,585) were paid in the year in respect of shares held by the company's directors.

Opening
Advances/
Closing
Description
balance
(credits)
balance
£
£
£
Mr J D Ashford
(26,792)
(475)
(27,267)
Mr R J Ashford
(9,119)
(475)
(9,594)
Mr R Ashford
(19,635)
(7,452)
(27,087)
(55,546)
(8,402)
(63,948)
29
Cash generated from group operations
2025
2024
£
£
(Loss)/profit after taxation
(416,520)
533,631
Adjustments for:
Taxation charged
45,142
222,465
Finance costs
521,332
199,552
Investment income
(866)
(387)
Loss on disposal of tangible fixed assets
2,304
2,152
Amortisation and impairment of intangible assets
6,463
6,463
Depreciation and impairment of tangible fixed assets
237,822
269,978
Other gains and losses
142,076
-
Increase in provisions
689,000
-
Movements in working capital:
Decrease in stocks
208,727
160,304
(Increase)/decrease in debtors
(852,786)
953,837
Increase/(decrease) in creditors
2,278,024
(329,254)
Cash generated from operations
2,860,718
2,018,741
MERIT GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 38 -
30
Analysis of changes in net debt - group
1 September 2024
Cash flows
31 August 2025
£
£
£
Cash at bank and in hand
271,705
(49,821)
221,884
Borrowings excluding overdrafts
(3,445,544)
274,349
(3,171,195)
Obligations under finance leases
(941,870)
552,200
(389,670)
(4,115,709)
776,728
(3,338,981)
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