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REGISTERED NUMBER: 06799860 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 March 2025

for

Thames Distribution Ltd

Thames Distribution Ltd (Registered number: 06799860)

Contents of the Financial Statements

for the Year Ended 31 March 2025

Page |

Company Information | 1 |

Strategic Report | 2 |

Report of the Directors | 6 |

Report of the Independent Auditors | 8 |

Statement of Comprehensive Income | 12 |

Balance Sheet | 13 |

Statement of Changes in Equity | 14 |

Cash Flow Statement | 15 |

Notes to the Cash Flow Statement | 16 |

Notes to the Financial Statements | 18 |

Thames Distribution Ltd

Company Information

for the Year Ended 31 March 2025

| DIRECTORS: | P M Collins

| T Van Straaten

| REGISTERED OFFICE: | 8 Horseshoe Park

| Pangbourne

| Reading

| Berkshire

| RG8 7JW

| REGISTERED NUMBER: | 06799860 (England and Wales)

| AUDITORS: | RA Audit Services Limited (Statutory Auditor)

| 2nd Floor

| Grove House

| 55 Lowlands Road

| Harrow

| Middlesex

| HA1 3AW

Thames Distribution Ltd (Registered number: 06799860)

Strategic Report

for the Year Ended 31 March 2025

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

At Thames Distribution Limited (Thames or the Company), we are more than a distributor. We are the bridge between world-class technology brands and the customers who love them. Based in the UK, we specialise in value-added distribution of consumer electronics and adjacent categories, including smart home solutions, computing accessories, and small appliances.

We partner with leading global manufacturers and connect them to the UK and Ireland’s top retailers, e-commerce platforms, and B2B resellers. Our comprehensive service model goes far beyond product delivery offering logistics, category management, merchandising expertise, and technical support to ensure products reach the market efficiently and perform at their best.

Our operations span two state-of-the-art distribution centres in the Southeast and Midlands, supported by a dedicated returns and refurbishment hub. This network allows us to provide seamless fulfilment and superior post-sale care.

Our Strategic Priorities

As the technology landscape continues to evolve, so do we. Our focus remains on:

Expanding in growth categories: Strengthening our presence in smart home, wearables, and gaming peripherals.

Scaling D2C and e-commerce services : Enabling brands to reach consumers directly and effortlessly.

Leveraging data and analytics: Empowering smarter decisions and deeper channel insights.

Our Purpose

To make cutting-edge consumer technologies reliably available and fully supported for retailers and end customers across the UK and Ireland.

Our Ambition

To become the UK and Ireland’s preferred value-added distributor for consumer electronics known for our reliability, category expertise, and commitment to sustainable operations.

Thames Distribution Ltd (Registered number: 06799860)

Strategic Report

for the Year Ended 31 March 2025

REVIEW OF BUSINESS

Highlights

This year was marked by strong progress and exciting milestones:

New Vendor Partnerships: We signed four new agreements in the smart home and audio categories, expanding our portfolio and strengthening our market position.

Marketplace Entablement : Launched new services for five retailers and onboarded 36 vendor storefronts, helping partners thrive in the digital marketplace.

Enhanced Fulfilment : Implemented wave picking and extended our order cut-off to 4 pm for drop-ship vendors, improving speed and flexibility for our partners.

Key Performance Indicators

The company's key performance indicators for the year ended 31 March 2025 are as follows:

| YE 31.03.25 |  | YE 31.03.24 |  |

| £ |  | £ |  |

Turnover |  | 31,017,290 |  | 21,671,009 |  |

Gross profit |  | 2,326,613 |  | 1,691,873 |  |

Gross profit margin |  | 7.50% |  | 7.81% |  |

Profit before tax |  | 605,490 |  | 418,481 |  |

Shareholders' equity |  | 2,025,350 |  | 1,876,637 |  |

In the year ending 31 March 2025, the turnover, has increased by 43%. Gross profit margin has slightly decreased and operational costs have increased. This is in line with management's expectations. Overall balance sheet position has strengthened compared to last year.

Thames Distribution Ltd (Registered number: 06799860)

Strategic Report

for the Year Ended 31 March 2025

PRINCIPAL RISKS AND UNCERTAINTIES

The management of our business and the successful execution of our strategy depend on effectively managing risk in a dynamic environment. The Company operates in a competitive marketplace and is exposed to operational and financial uncertainties, including liquidity risks.

To safeguard performance and long-term value creation, we adopt a structured risk management approach and maintain strong oversight at Board level.

We follow the Three Lines Model, supported by quarterly risk reviews and active Director oversight through Board meetings. Risk appetite statements are defined by category, ensuring alignment with strategic objectives and operational realities.

Principal Risks and Mitigation Strategies

The Directors consider the following to be the principal risks and uncertainties facing the business:

Supplier Concentration

The company has a high dependency on a small number of tier 1 vendors, which creates a significant concentration risk. The trend for this risk is stable to slightly increasing. To mitigate this, the company is diversifying its vendor base, establishing multi-year agreements, engaging in joint planning, and developing secondary sourcing options. Key indicators to monitor include vendor concentration percentage and revenue contribution from the top three vendors.

Customer Credit and Demand

Retailer insolvency and demand shocks present another major risk, with a trend that is steady to rising. The organization addresses this risk through credit insurance, credit limits, real-time payment tracking, robust demand Sales & Operations Planning (S&OP), and dynamic pricing strategies. KPIs such as Days Sales Outstanding (DSO), bad debt percentage, and order cancellations are tracked as early warning signals.

Inventory Obsolescence

The rapid cycle of consumer electronics (CE) creates markdown and obsolescence risks, which are currently stable. Mitigating actions include maintaining S&OP discipline, using vendor-managed inventory (VMI), conducting aged stock reviews, implementing promotional and markdown programs, and creating refurbishment channels. Inventory turns and aged inventory percentages (90+ or 120+ days) are the primary indicators for this risk.

Logistics Disruption

Risks in logistics arise from carrier capacity constraints, customs delays, and fuel cost volatility. This risk is currently trending downward or stable. The company mitigates these challenges by using multiple carriers, extending cut-off times, maintaining buffer stock, employing freight hedging strategies, and using bonded warehousing. On-time in-full (OTIF) performance and freight cost per shipment serve as the main KPIs.

Thames Distribution Ltd (Registered number: 06799860)

Strategic Report

for the Year Ended 31 March 2025

Cybersecurity and Data Protection

With growing digital reliance, the risk of ERP/PIM/portal compromise and data breaches, including GDPR violations, is increasing . To counter these threats, the company enforces ISO 27001 controls, multi-factor authentication (MFA), regular patching, backups, Security Operations Center (SOC) monitoring, staff training, and robust incident response plans. Phishing test pass rates, patch Service Level Agreements (SLAs), and the number of incidents are monitored as early warnings.

Regulatory and Compliance

The organisation faces compliance risks related to WEEE, product safety, eco-design standards, and competition law. These risks remain stable. To mitigate them, the company relies on a thorough product vetting, traceability measures, legal training, and whistleblowing mechanisms. Compliance incidents and product recalls act as the main indicators.

Talent and Safety

Challenges around attracting and retaining talent, as well as health and safety (H&S) in distribution center operations, are also present, with a stable trend. Mitigation strategies include strengthening the Employee Value Proposition (EVP), offering training and apprenticeships, implementing safety programs, and adopting automation to reduce manual handling. Key metrics include voluntary turnover percentage, Lost Time Injury Frequency Rate (LTIFR), and the proportion of agency staff.

IT Change Delivery

Lastly, the risk that ERP and PIM system upgrades fail to deliver expected benefits remains steady. Mitigation measures include a strong Project Management Office (PMO), phased rollouts, change management programs, and benefit tracking mechanisms. Milestone adherence and benefit realisation percentages are tracked to ensure successful outcomes.

We continuously monitor these risks using leading and lagging indicators, stress-testing our assumptions, and adapting strategies to maintain operational resilience. While some risks, such as cybersecurity and vendor concentration, remain heightened, proactive measures are in place to mitigate their impact.

ON BEHALF OF THE BOARD:

P M Collins - Director

16 September 2025

Thames Distribution Ltd (Registered number: 06799860)

Report of the Directors

for the Year Ended 31 March 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of wholesale of consumer electronics including the distribution of navigation system and accessories and other electronic items.

DIVIDENDS

During the year, the company paid interim dividends of £232,784 (2024: £241,000) and £57,583 (2024: £Nil) on ordinary shares and ordinary A shares respectively.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

P M Collins

T Van Straaten

FINANCIAL INSTRUMENTS

The company's principal financial instruments comprise bank balances, trade creditors and bank loans. The main purpose of these instruments is to raise funds for company's operations and to finance company's trading activities.

Due to the nature of the financial instruments used by the company there is no exposure to price risk. The company's approach to managing other risks applicable to financial instruments concerned is shown below.

In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through use of bank loans.

Trade creditors liquidity risk is managed by ensuring funds are available to meet amounts due within agreed terms.

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.

Thames Distribution Ltd (Registered number: 06799860)

Report of the Directors

for the Year Ended 31 March 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, RA Audit Services Limited (Statutory Auditor), were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be for re-appointed will be put at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P M Collins - Director

16 September 2025

Report of the Independent Auditors to the Members of

Thames Distribution Ltd

Opinion

We have audited the financial statements of Thames Distribution Ltd (the 'company') for the year ended 31 March 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 March 2025 and of its profit for the year then ended;

- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- | have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Report of the Independent Auditors to the Members of

Thames Distribution Ltd

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- | the financial statements are not in agreement with the accounting records and returns; or

- | certain disclosures of directors' remuneration specified by law are not made; or

- | we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on pages six and seven, 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

Thames Distribution Ltd

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities including fraud are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

The client partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify and recognise non-compliance with applicable laws and regulations.

1) We identified the laws and regulations applicable to the company through discussions with directors, key management personnel and from our commercial knowledge and experience.

2) We focused on specific laws and regulations which we considered may have a direct effect on financial statements or the operations of the company including Companies Act 2006, current taxation legislation, data protection, anti-bribery and money laundering, employment and health and safety legislation.

3) We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management.

4) Identified laws and regulations were communicated with the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur by;

1) Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual suspected and alleged fraud and

2) Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

1) Performed analytical procedures to identify any unusual and unexpected relationships,

2) Tested journal entries to identify unusual transactions,

3) Investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

1) Agreeing financial statements disclosures to underlying supporting documentation.

2) Enquiring of management as to actual and potential litigation and claims and

3) Reviewing correspondence with HMRC, enquiring of management over health and safety.

Report of the Independent Auditors to the Members of

Thames Distribution Ltd

There are inherent limitations in our audit procedures described above. Auditing standards also limit the audit procedures required to identifying non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Poonam Madani BFP ACA FCCA (Senior Statutory Auditor)

for and on behalf of RA Audit Services Limited (Statutory Auditor)

2nd Floor

Grove House

55 Lowlands Road

Harrow

Middlesex

HA1 3AW

16 September 2025

Thames Distribution Ltd (Registered number: 06799860)

Statement of Comprehensive Income

for the Year Ended 31 March 2025

| 31.3.25 |  | 31.3.24

| Notes | £ | £ |

TURNOVER | 31,017,290 |  | 21,671,009 |  |

Cost of sales | 28,690,677 |  | 19,979,136 |  |

GROSS PROFIT | 2,326,613 |  | 1,691,873 |  |

Administrative expenses | 1,707,268 |  | 1,257,709 |  |

OPERATING PROFIT | 4 | 619,345 |  | 434,164 |  |

Interest payable and similar expenses | 5 | 13,855 |  | 15,683 |  |

PROFIT BEFORE TAXATION | 605,490 |  | 418,481 |  |

Tax on profit | 6 | 166,410 |  | 119,181 |  |

PROFIT FOR THE FINANCIAL YEAR | 439,080 |  | 299,300 |  |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 439,080 |  | 299,300 |  |

Thames Distribution Ltd (Registered number: 06799860)

Balance Sheet

31 March 2025

| 31.3.25 | 31.3.24 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Tangible assets | 8 | 346,730 |  | 370,086 |  |

CURRENT ASSETS

Stocks | 9 | 5,385,724 |  | 2,205,528 |  |

Debtors | 10 | 3,661,661 |  | 7,606,520 |  |

Cash at bank | 290,640 |  | 2,005,772 |  |

9,338,025 |  | 11,817,820 |  |

CREDITORS

Amounts falling due within one year | 11 | 7,519,351 |  | 9,825,089 |  |

NET CURRENT ASSETS | 1,818,674 |  | 1,992,731 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 2,165,404 |  | 2,362,817 |  |

CREDITORS

Amounts falling due after more than one year | 12 | (138,536 | ) | (484,800 | ) |

PROVISIONS FOR LIABILITIES | 15 | (1,518 | ) | (1,380 | ) |

NET ASSETS | 2,025,350 |  | 1,876,637 |  |

CAPITAL AND RESERVES

Called up share capital | 16 | 103 |  | 103 |  |

Retained earnings | 2,025,247 |  | 1,876,534 |  |

SHAREHOLDERS' FUNDS | 2,025,350 |  | 1,876,637 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 16 September 2025 and were signed on its behalf by:

P M Collins - Director

Thames Distribution Ltd (Registered number: 06799860)

Statement of Changes in Equity

for the Year Ended 31 March 2025

| Called up |

| share |  | Retained |  | Total

| capital |  | earnings |  | equity

£ | £ | £ |

Balance at 1 April 2023 | 103 |  | 1,818,234 |  | 1,818,337 |  |

Changes in equity

Dividends | - |  | (241,000 | ) | (241,000 | ) |

Total comprehensive income | - |  | 299,300 |  | 299,300 |  |

Balance at 31 March 2024 | 103 |  | 1,876,534 |  | 1,876,637 |  |

Changes in equity

Dividends | - |  | (290,367 | ) | (290,367 | ) |

Total comprehensive income | - |  | 439,080 |  | 439,080 |  |

Balance at 31 March 2025 | 103 |  | 2,025,247 |  | 2,025,350 |  |

Thames Distribution Ltd (Registered number: 06799860)

Cash Flow Statement

for the Year Ended 31 March 2025

| 31.3.25 |  | 31.3.24

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | (914,204 | ) | 1,832,485 |  |

Interest paid | (13,855 | ) | (15,683 | ) |

Tax paid | (118,632 | ) | (65,692 | ) |

Net cash from operating activities | (1,046,691 | ) | 1,751,110 |  |

Cash flows from investing activities

Purchase of tangible fixed assets | (17,640 | ) | (2,707 | ) |

Net cash from investing activities | (17,640 | ) | (2,707 | ) |

Cash flows from financing activities

Loan repayments in year | (360,434 | ) | (122,850 | ) |

Equity dividends paid | (290,367 | ) | (241,000 | ) |

Net cash from financing activities | (650,801 | ) | (363,850 | ) |

(Decrease)/increase in cash and cash equivalents | (1,715,132 | ) | 1,384,553 |  |

Cash and cash equivalents at beginning of year | 2 | 2,005,772 |  | 621,219 |  |

Cash and cash equivalents at end of year | 2 | 290,640 |  | 2,005,772 |  |

Thames Distribution Ltd (Registered number: 06799860)

Notes to the Cash Flow Statement

for the Year Ended 31 March 2025

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

| 31.3.25 |  | 31.3.24

£ | £ |

| Profit before taxation | 605,490 |  | 418,481 |  |

| Depreciation charges | 40,996 |  | 5,594 |  |

| Finance costs | 13,855 |  | 15,683 |  |

660,341 |  | 439,758 |  |

| Increase in stocks | (3,180,196 | ) | (731,513 | ) |

| Decrease/(increase) in trade and other debtors | 3,944,859 |  | (5,171,120 | ) |

| (Decrease)/increase in trade and other creditors | (2,339,208 | ) | 7,295,360 |  |

| Cash generated from operations | (914,204 | ) | 1,832,485 |  |

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 March 2025

| 31.3.25 |  | 1.4.24

£ | £ |

| Cash and cash equivalents | 290,640 |  | 2,005,772 |  |

| Year ended 31 March 2024

| 31.3.24 |  | 1.4.23

£ | £ |

| Cash and cash equivalents | 2,005,772 |  | 621,219 |  |

Thames Distribution Ltd (Registered number: 06799860)

Notes to the Cash Flow Statement

for the Year Ended 31 March 2025

3. | ANALYSIS OF CHANGES IN NET FUNDS

| At 1.4.24 | Cash flow | At 31.3.25

£ | £ | £ |

| Net cash |

| Cash at bank | 2,005,772 |  | (1,715,132 | ) | 290,640 |  |

2,005,772 |  | (1,715,132 | ) | 290,640 |  |

| Debt

| Debts falling due within 1 year | (38,809 | ) | 14,170 |  | (24,639 | ) |

| Debts falling due after 1 year | (484,800 | ) | 346,264 |  | (138,536 | ) |

(523,609 | ) | 360,434 |  | (163,175 | ) |

| Total | 1,482,163 |  | (1,354,698 | ) | 127,465 |  |

Thames Distribution Ltd (Registered number: 06799860)

Notes to the Financial Statements

for the Year Ended 31 March 2025

1. | STATUTORY INFORMATION

| Thames Distribution Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

| The presentation currency of the financial statements is the Pound Sterling (£).

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| Turnover

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

| Turnover represents income earned from sale of electronics including the distribution of navigation system and accessories and other electronic items and is recognised at the point of sale. Turnover is recognised in the period to which it relates to.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Long leasehold | - | 1% on cost

| Improvements to property | - | 15% on cost

| Fixtures and fittings | - | 25% on cost

| Computer equipment | - | 33% on cost

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

| The gain or loss arising on disposal of an asset is determined as the difference between the sales proceeds and the carrying value of an asset and is credited or charged to profit or loss.

| Impairment of fixed assets

| At each reporting period end date, the company 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).

Thames Distribution Ltd (Registered number: 06799860)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

2. | ACCOUNTING POLICIES - continued

| Stocks

| Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Closing stock includes unsold electronics at the year end stored in third party warehouse.

| At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price is recognised as an impairment loss in profit or loss.

| Financial instruments

| The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

| Financial assets and liabilities are offset, with 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.

| 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 company after deducting all of its liabilities.

| 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.

| 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.

Thames Distribution Ltd (Registered number: 06799860)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

2. | ACCOUNTING POLICIES - continued

| 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 tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| Hire purchase and leasing commitments

| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

| Pension costs and other post-retirement benefits

| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

| Cash and cash equivalents

| Cash at bank and in hand are basic financial assets and include cash in hand and deposits held at call with banks and bank overdraft. Bank overdrafts are shown within borrowings in current liabilities.

| Equity instruments

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

Thames Distribution Ltd (Registered number: 06799860)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

3. | EMPLOYEES AND DIRECTORS

| 31.3.25 |  | 31.3.24

£ | £ |

| Wages and salaries | 594,455 |  | 426,066 |  |

| Social security costs | 67,830 |  | 40,423 |  |

| Other pension costs | 7,875 |  | 6,746 |  |

670,160 |  | 473,235 |  |

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

| 31.3.25 |  | 31.3.24

| Directors | 2 |  | 2 |  |

| Employees | 9 |  | 8 |  |

11 |  | 10 |  |

| 31.3.25 |  | 31.3.24

£ | £ |

| Directors' remuneration | 9,000 |  | 9,000 |  |

4. | OPERATING PROFIT

| The operating profit is stated after charging:

| 31.3.25 |  | 31.3.24

£ | £ |

| Other operating leases | 6,997 |  | 6,595 |  |

| Depreciation - owned assets | 40,996 |  | 5,594 |  |

| Auditors' remuneration | 9,500 |  | - |  |

| Foreign exchange differences | 2,491 |  | 2,539 |  |

5. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 31.3.25 |  | 31.3.24

£ | £ |

| Bank loan interest | 13,855 |  | 15,683 |  |

Thames Distribution Ltd (Registered number: 06799860)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

6. | TAXATION

| Analysis of the tax charge

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

| 31.3.25 |  | 31.3.24

£ | £ |

| Current tax:

| UK corporation tax | 166,272 |  | 118,632 |  |

| Deferred tax | 138 |  | 549 |  |

| Tax on profit | 166,410 |  | 119,181 |  |

| Reconciliation of total tax charge included in profit and loss

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

| 31.3.25 |  | 31.3.24

£ | £ |

| Profit before tax | 605,490 |  | 418,481 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%) | 151,373 |  | 104,620 |  |

| Effects of:

| Expenses not deductible for tax purposes | 5,726 |  | 13,290 |  |

| Depreciation in excess of capital allowances | 9,173 |  | 722 |  |

| Deferred tax | 138 |  | 549 |  |

| Total tax charge | 166,410 |  | 119,181 |  |

7. | DIVIDENDS

| 31.3.25 |  | 31.3.24

£ | £ |

| Ordinary shares of £1 each

| Interim | 232,784 |  | 241,000 |  |

| Ordinary A shares of £1 each

| Interim | 57,583 |  | - |  |

290,367 |  | 241,000 |  |

Thames Distribution Ltd (Registered number: 06799860)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

8. | TANGIBLE FIXED ASSETS

| Improvements |  | Fixtures |

| Long |  | to |  | and |  | Computer |

| leasehold |  | property |  | fittings |  | equipment |  | Totals

£ | £ | £ | £ | £ |

| COST

| At 1 April 2024 | 357,425 |  | 53,421 |  | 9,670 |  | 52,927 |  | 473,443 |  |

| Additions | - |  | 13,334 |  | - |  | 4,306 |  | 17,640 |  |

| Disposals | - |  | - |  | - |  | (41,922 | ) | (41,922 | ) |

| At 31 March 2025 | 357,425 |  | 66,755 |  | 9,670 |  | 15,311 |  | 449,161 |  |

| DEPRECIATION

| At 1 April 2024 | - |  | 47,168 |  | 9,670 |  | 46,519 |  | 103,357 |  |

| Charge for year | 32,168 |  | 4,184 |  | - |  | 4,644 |  | 40,996 |  |

| Eliminated on disposal | - |  | - |  | - |  | (41,922 | ) | (41,922 | ) |

| At 31 March 2025 | 32,168 |  | 51,352 |  | 9,670 |  | 9,241 |  | 102,431 |  |

| NET BOOK VALUE

| At 31 March 2025 | 325,257 |  | 15,403 |  | - |  | 6,070 |  | 346,730 |  |

| At 31 March 2024 | 357,425 |  | 6,253 |  | - |  | 6,408 |  | 370,086 |  |

9. | STOCKS

| 31.3.25 |  | 31.3.24

£ | £ |

| Stocks | 5,385,724 |  | 2,205,528 |  |

10. | DEBTORS

| 31.3.25 |  | 31.3.24

£ | £ |

| Amounts falling due within one year:

| Trade debtors | 3,554,410 |  | 7,480,843 |  |

| Purchase ledger debit balance | 43,751 |  | 80,001 |  |

| Other debtors | 17,623 |  | 1,843 |  |

| VAT | 34,050 |  | - |  |

| Prepayments | 11,827 |  | 42,632 |  |

3,661,661 |  | 7,605,319 |  |

Thames Distribution Ltd (Registered number: 06799860)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

10. | DEBTORS - continued

| 31.3.25 |  | 31.3.24

£ | £ |

| Amounts falling due after more than one year:

| Other debtors | - |  | 1,201 |  |

| Aggregate amounts | 3,661,661 |  | 7,606,520 |  |

11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.3.25 |  | 31.3.24

£ | £ |

| Bank loans and overdrafts (see note 13) | 24,639 |  | 38,809 |  |

| Trade creditors | 5,791,879 |  | 5,163,584 |  |

| Sales ledger credit balance | 118,235 |  | 48,324 |  |

| Tax | 166,272 |  | 118,632 |  |

| Social security and other taxes | 18,428 |  | 25,480 |  |

| VAT | - |  | 847,805 |  |

| Other creditors | 1,228,921 |  | 3,526,119 |  |

| Directors' current accounts | 20,675 |  | - |  |

| Accrued expenses | 150,302 |  | 56,336 |  |

7,519,351 |  | 9,825,089 |  |

12. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| 31.3.25 |  | 31.3.24

£ | £ |

| Bank loans (see note 13) | 138,536 |  | 149,005 |  |

| Other loans (see note 13) | - |  | 335,795 |  |

138,536 |  | 484,800 |  |

13. | LOANS

| An analysis of the maturity of loans is given below:

| 31.3.25 |  | 31.3.24

£ | £ |

| Amounts falling due within one year or on demand:

| Bank loans | 24,639 |  | 38,809 |  |

Thames Distribution Ltd (Registered number: 06799860)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

13. | LOANS - continued

| 31.3.25 |  | 31.3.24

£ | £ |

| Amounts falling due between two and five years:

| Bank loans - 2-5 years | 138,536 |  | 149,005 |  |

| Amounts falling due in more than five years:

| Repayable by instalments

| Other loans more 5yrs instal | - |  | 335,795 |  |

14. | SECURED DEBTS

| Barclays Bank Plc hold a debenture, fixed and floating charges over the assets and undertakings of the company.

15. | PROVISIONS FOR LIABILITIES

| 31.3.25 |  | 31.3.24

£ | £ |

| Deferred tax | 1,518 |  | 1,380 |  |

| Deferred |

| tax |

£ |

| Balance at 1 April 2024 | 1,380 |  |

| Accelerated capital allowances | 138 |  |

| Balance at 31 March 2025 | 1,518 |  |

16. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number |  | Class |  | Nominal Value |  | 31.03.2025 |  | 31.03.2024 |  |

|  | £ |  | £ |  |

| 56 |  | Ordinary Share |  | £1 |  | 56 |  | 56 |  |

| 5 |  | Ordinary Share A |  | £1 |  | 5 |  | 5 |  |

| 39 |  | Ordinary Share B |  | £1 |  | 39 |  | 39 |  |

| 3 |  | Ordinary Share C |  | £1 |  | 3 |  | 3 |  |

|  | 103 |  | 103 |  |

Thames Distribution Ltd (Registered number: 06799860)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

17. | RELATED PARTY DISCLOSURES

| During the year, total dividends of £290,367 were paid to the directors .

| As at 31 March 2025 an amount of £20,675 (2024: £Nil) was due to the director, P M Collins. This amount is unsecured, interest free and is repayable on demand.