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REGISTERED NUMBER: 03665031 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2024

FOR

DISTAG HOLDINGS LTD

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2024

Page |

| Company Information | 1 |

| Group Strategic Report | 2 |

| Report of the Director | 3 |

| Report of the Independent Auditors | 4 |

| Consolidated Income Statement | 8 |

| Consolidated Other Comprehensive Income | 9 |

| Consolidated Balance Sheet | 10 |

| Company Balance Sheet | 11 |

| Consolidated Statement of Changes in Equity | 12 |

| Company Statement of Changes in Equity | 13 |

| Consolidated Cash Flow Statement | 14 |

| Notes to the Consolidated Cash Flow Statement | 15 |

| Notes to the Consolidated Financial Statements | 16 |

| DISTAG HOLDINGS LTD |

COMPANY INFORMATION

FOR THE YEAR ENDED 31ST DECEMBER 2024

| DIRECTOR: | J Deacon

| SECRETARY: | S Deacon

| REGISTERED OFFICE: | Unit 24 Farthing Road

| Industrial Estate

| Sproughton

| Ipswich

| Suffolk

| IP1 5AP

| REGISTERED NUMBER: | 03665031 (England and Wales)

| AUDITORS: | Clemence Hoar Cummings

| Chartered Accountants and Statutory Auditor

| Riverside House

| 1-5 Como Street

| Romford

| Essex

| RM7 7DN

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31ST DECEMBER 2024

The Distag QCS Group is primarily an Importer and Distributor of engineering and associated components for Agricultural and Industrial machinery manufacturers in Ireland and UK. They also sell into the aftermarket through a network of authorised distributors. The group consists of two companies - Distag QCS Ltd, based in Tullow Co Carlow, which is the parent company; and Distag QCS (UK) Ltd, with it's registered office in Dungannon Northern Ireland, and with a second business unit in Ipswich UK.

REVIEW OF BUSINESS

The subjects of this audit Distag QCS (UK) Ltd and its holding company Distag Holdings Limited , have performed satisfactorily over the past financial year, with profitability marginally up on previous years. This performance has left the business in a much stronger position to take advantage of new opportunities in the years ahead.

PRINCIPAL RISKS AND UNCERTAINTIES

The business has managed many different crisis over the past year's, however there are still a few very significant challenges, for Distag QCS (UK) Ltd and its customers

1. War in Ukraine & Middle East is continuing to cause uncertainty in the market place

2. Interest rates at such a high level are affecting new machinery sales.

3. General slowdown in manufacturing across UK & Ireland.

STRATEGY

We have set out the strategy and interim objectives to guide us through the next 4 years, and allow us to take advantage of the opportunities, and continue to grow the business in line with our vision of reaching £25 million sales from Distag QCS (UK) by 2028.

ON BEHALF OF THE BOARD:

J Deacon - Director

10th September 2025

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

REPORT OF THE DIRECTOR

FOR THE YEAR ENDED 31ST DECEMBER 2024

The director presents his report with the financial statements of the company and the group for the year ended 31st December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31st December 2024.

DIRECTOR

J Deacon held office during the whole of the period from 1st January 2024 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

- | select suitable accounting policies and then apply them consistently;

- | make judgements and accounting estimates that are reasonable and prudent;

- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group 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 director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he 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 group's auditors are aware of that information.

AUDITORS

The auditors, Clemence Hoar Cummings, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J Deacon - Director

10th September 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

DISTAG HOLDINGS LTD

Opinion

We have audited the financial statements of Distag Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 31st December 2024 and of the group's 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 group 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 director's 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 the 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

DISTAG HOLDINGS LTD

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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is responsible for assessing the group's and 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

DISTAG HOLDINGS 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:

We have designed our work to ensure that laws and regulations have been adhered to, and the transactions undertaken by the company are properly reflected in the financial statements.

We have obtained a detailed understanding of the Company's internal control systems and we have used the knowledge gained to identify any areas of risk of mis-statement or fraud. We have then designed our audit tests in each area to identify whether in respect of the transactions we have selected for testing the relevant controls have operated as expected.

We plan our work specifically to identify any areas where there is a susceptibility to mis-statement or fraud such as understatement of income and then design tests to mitigate this risk. Our work includes a review of shipping terms for both sales and purchases to ensure that the cut-off for both sales and cost of sales is recorded correctly

We have evaluated the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the directors.

We have concluded on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern

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.

We have then designed our audit tests in each area to identify whether in respect of the transactions we have selected for testing the relevant controls have operated as expected.

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. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

DISTAG HOLDINGS LTD

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.

Lee Blunden FCCA CTA (Senior Statutory Auditor)

for and on behalf of Clemence Hoar Cummings

Chartered Accountants and Statutory Auditor

Riverside House

1-5 Como Street

Romford

Essex

RM7 7DN

17th September 2025

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

CONSOLIDATED

INCOME STATEMENT

FOR THE YEAR ENDED 31ST DECEMBER 2024

| 2024 | 2023 |

| Notes | £ | £ | £ | £ |

TURNOVER | 15,857,885 |  | 16,514,229 |  |

Cost of sales | 10,637,543 |  | 11,409,565 |  |

GROSS PROFIT | 5,220,342 |  | 5,104,664 |  |

Distribution costs | 961,431 |  | 808,243 |  |

Administrative expenses | 3,191,387 |  | 3,180,346 |  |

|  |  | 4,152,818 |  |  |  |  | 3,988,589 |  |

1,067,524 |  | 1,116,075 |  |

Other operating income | 51,967 |  | 207,029 |  |

OPERATING PROFIT | 4 | 1,119,491 |  | 1,323,104 |  |

Interest receivable and similar income | 262 |  | - |  |

1,119,753 |  | 1,323,104 |  |

Interest payable and similar expenses | 5 | 85,664 |  | 147,794 |  |

PROFIT BEFORE TAXATION | 1,034,089 |  | 1,175,310 |  |

Tax on profit | 6 | 258,964 |  | 426,137 |  |

PROFIT FOR THE FINANCIAL YEAR | 775,125 |  | 749,173 |  |

Profit attributable to:

Owners of the parent | 775,125 |  | 749,173 |  |

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

CONSOLIDATED

OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31ST DECEMBER 2024

| 2024 |  | 2023

| Notes | £ | £ |

PROFIT FOR THE YEAR | 775,125 |  | 749,173 |  |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 775,125 |  | 749,173 |  |

Total comprehensive income attributable to:

Owners of the parent | 775,125 |  | 749,173 |  |

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

CONSOLIDATED BALANCE SHEET

31ST DECEMBER 2024

| 2024 | 2023 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Tangible assets | 8 | 304,138 |  | 256,960 |  |

Investments | 9 | - |  | - |  |

Investment property | 10 | 3,019,704 |  | 3,019,704 |  |

3,323,842 |  | 3,276,664 |  |

CURRENT ASSETS

Stocks | 11 | 5,104,956 |  | 5,000,229 |  |

Debtors | 12 | 2,305,807 |  | 2,130,695 |  |

Cash at bank and in hand | 195,582 |  | 260,198 |  |

7,606,345 |  | 7,391,122 |  |

CREDITORS

Amounts falling due within one year | 13 | 4,101,566 |  | 4,530,430 |  |

NET CURRENT ASSETS | 3,504,779 |  | 2,860,692 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 6,828,621 |  | 6,137,356 |  |

CREDITORS

Amounts falling due after more than one year | 14 | (541,778 | ) | (636,057 | ) |

PROVISIONS FOR LIABILITIES | 17 | (190,577 | ) | (180,158 | ) |

NET ASSETS | 6,096,266 |  | 5,321,141 |  |

CAPITAL AND RESERVES

Called up share capital | 18 | 230,000 |  | 230,000 |  |

Share premium | 19 | 568,563 |  | 568,563 |  |

Retained earnings | 19 | 5,297,703 |  | 4,522,578 |  |

SHAREHOLDERS' FUNDS | 6,096,266 |  | 5,321,141 |  |

The financial statements were approved by the director and authorised for issue on 10th September 2025 and were signed by:

J Deacon - Director

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

COMPANY BALANCE SHEET

31ST DECEMBER 2024

| 2024 | 2023 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Tangible assets | 8 | - |  | - |  |

Investments | 9 | 38,555 |  | 38,555 |  |

Investment property | 10 | 3,019,704 |  | 3,019,704 |  |

3,058,259 |  | 3,058,259 |  |

CURRENT ASSETS

Debtors | 12 | 5,000 |  | 1,998 |  |

Cash at bank | 8,790 |  | 19,535 |  |

13,790 |  | 21,533 |  |

CREDITORS

Amounts falling due within one year | 13 | 1,609,586 |  | 1,846,372 |  |

NET CURRENT LIABILITIES | (1,595,796 | ) | (1,824,839 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 1,462,463 |  | 1,233,420 |  |

CREDITORS

Amounts falling due after more than one year | 14 | (200,000 | ) | (200,000 | ) |

PROVISIONS FOR LIABILITIES | 17 | (118,281 | ) | (118,281 | ) |

NET ASSETS | 1,144,182 |  | 915,139 |  |

CAPITAL AND RESERVES

Called up share capital | 18 | 230,000 |  | 230,000 |  |

Share premium | 19 | 47,820 |  | 47,820 |  |

Retained earnings | 19 | 866,362 |  | 637,319 |  |

SHAREHOLDERS' FUNDS | 1,144,182 |  | 915,139 |  |

Company's profit for the financial year | 229,043 |  | 285,838 |  |

The financial statements were approved by the director and authorised for issue on 10th September 2025 and were signed by:

J Deacon - Director

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31ST DECEMBER 2024

| Called up |

| share |  | Retained |  | Share |  | Total

| capital |  | earnings |  | premium |  | equity

£ | £ | £ | £ |

Balance at 1st January 2023 | 230,000 |  | 3,773,405 |  | 568,563 |  | 4,571,968 |  |

Changes in equity

Total comprehensive income | - |  | 749,173 |  | - |  | 749,173 |  |

Balance at 31st December 2023 | 230,000 |  | 4,522,578 |  | 568,563 |  | 5,321,141 |  |

Changes in equity

Total comprehensive income | - |  | 775,125 |  | - |  | 775,125 |  |

Balance at 31st December 2024 | 230,000 |  | 5,297,703 |  | 568,563 |  | 6,096,266 |  |

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31ST DECEMBER 2024

| Called up |

| share |  | Retained |  | Share |  | Total

| capital |  | earnings |  | premium |  | equity

£ | £ | £ | £ |

Balance at 1st January 2023 | 230,000 |  | 351,481 |  | 47,820 |  | 629,301 |  |

Changes in equity

Total comprehensive income | - |  | 285,838 |  | - |  | 285,838 |  |

Balance at 31st December 2023 | 230,000 |  | 637,319 |  | 47,820 |  | 915,139 |  |

Changes in equity

Total comprehensive income | - |  | 229,043 |  | - |  | 229,043 |  |

Balance at 31st December 2024 | 230,000 |  | 866,362 |  | 47,820 |  | 1,144,182 |  |

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31ST DECEMBER 2024

| 2024 |  | 2023

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 925,364 |  | 1,621,920 |  |

Interest paid | (85,664 | ) | (147,794 | ) |

Tax paid | (291,454 | ) | (127,782 | ) |

Net cash from operating activities | 548,246 |  | 1,346,344 |  |

Cash flows from investing activities

Purchase of tangible fixed assets | (153,896 | ) | (167,123 | ) |

Interest received | 262 |  | - |  |

Net cash from investing activities | (153,634 | ) | (167,123 | ) |

Cash flows from financing activities

Loan repayments in year | (223,927 | ) | (333,994 | ) |

Capital repayments in year | (52,240 | ) | (61,085 | ) |

Amount withdrawn by directors | (61,200 | ) | (75,600 | ) |

(Decrease)/ increase in other creditors | (181,861 | ) | (685,607 | ) |

New finance leases | 60,000 |  | 94,176 |  |

Net cash from financing activities | (459,228 | ) | (1,062,110 | ) |

(Decrease)/increase in cash and cash equivalents | (64,616 | ) | 117,111 |  |

Cash and cash equivalents at beginning of year | 2 | 260,198 |  | 143,087 |  |

Cash and cash equivalents at end of year | 2 | 195,582 |  | 260,198 |  |

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31ST DECEMBER 2024

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

| 2024 |  | 2023

£ | £ |

| Profit before taxation | 1,034,089 |  | 1,175,310 |  |

| Depreciation charges | 106,718 |  | 114,139 |  |

| Gain on revaluation of fixed assets | - |  | (206,029 | ) |

| Finance costs | 85,664 |  | 147,794 |  |

| Finance income | (262 | ) | - |  |

1,226,209 |  | 1,231,214 |  |

| (Increase)/decrease in stocks | (104,727 | ) | 429,436 |  |

| (Increase)/decrease in trade and other debtors | (175,112 | ) | 375,318 |  |

| Decrease in trade and other creditors | (21,006 | ) | (414,048 | ) |

| Cash generated from operations | 925,364 |  | 1,621,920 |  |

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 31st December 2024

| 31.12.24 |  | 1.1.24

£ | £ |

| Cash and cash equivalents | 195,582 |  | 260,198 |  |

| Year ended 31st December 2023

| 31.12.23 |  | 1.1.23

£ | £ |

| Cash and cash equivalents | 260,198 |  | 143,087 |  |

3. | ANALYSIS OF CHANGES IN NET DEBT

| At 1.1.24 | Cash flow | At 31.12.24

£ | £ | £ |

| Net cash |

| Cash at bank and in hand | 260,198 |  | (64,616 | ) | 195,582 |  |

260,198 |  | (64,616 | ) | 195,582 |  |

| Debt

| Finance leases | (98,179 | ) | (7,760 | ) | (105,939 | ) |

| Debts falling due within 1 year | (223,342 | ) | 69,614 |  | (153,728 | ) |

| Debts falling due after 1 year | (314,086 | ) | 154,312 |  | (159,774 | ) |

(635,607 | ) | 216,166 |  | (419,441 | ) |

| Total | (375,409 | ) | 151,550 |  | (223,859 | ) |

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2024

1. | STATUTORY INFORMATION

| Distag Holdings 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 General Information page.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

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

| Turnover

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

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

| Improvements to property | - | Straight line over 5 years

| Plant and machinery | - | 10% on cost and Straight line over 5 years

| Fixtures and fittings | - | 15% on cost and Straight line over 5 years

| Motor vehicles | - | 25% on cost and 25% on reducing balance

| Computer equipment | - | 33% on cost

| Investment property

| Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

| Stocks

| Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

| Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Deferred tax

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

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

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

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Hire purchase and leasing commitments

| Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

| The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

| Pension costs and other post-retirement benefits

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

3. | EMPLOYEES AND DIRECTORS

| 2024 |  | 2023

£ | £ |

| Wages and salaries | 2,086,761 |  | 1,956,339 |  |

| Social security costs | 186,291 |  | 175,620 |  |

| Other pension costs | 54,004 |  | 48,743 |  |

2,327,056 |  | 2,180,702 |  |

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

| 2024 |  | 2023

| Staff employed | 67 |  | 63 |  |

| 2024 |  | 2023

£ | £ |

| Director's remuneration | - |  | - |  |

4. | OPERATING PROFIT

| The operating profit is stated after charging:

| 2024 |  | 2023

£ | £ |

| Depreciation - owned assets | 77,263 |  | 67,826 |  |

| Depreciation - assets on hire purchase contracts | 29,455 |  | 46,313 |  |

| Auditors remuneration | 9,700 |  | 9,700 |  |

| Auditors' remuneration for non audit work | 5,611 |  | 5,347 |  |

| Foreign exchange differences | 20,653 |  | 29,554 |  |

5. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2024 |  | 2023

£ | £ |

| Bank interest | 85,664 |  | 147,794 |  |

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2024

6. | TAXATION

| Analysis of the tax charge |  |

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

|  | Year Ended |  |  | Year ended |

|  | 31.12.24 |  |  | 31.12.23 |

|  | £ |  |  | £ |

| Current tax: |  |

| Tax charge for the year |  | 248,545 |  |  | 215,418 |

| Adjustment to tax charge in respect of previous periods |  |  | 75,683 |

| Deferred taxation |  | 10,419 |  |  | 135,036 |

| Tax on profit |  | 258,964 |  |  | 426,137 |

7. | INDIVIDUAL INCOME STATEMENT

| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

8. | TANGIBLE FIXED ASSETS

| Group

| Improvements |  | Fixtures

| to |  | Plant and |  | and

| property |  | machinery |  | fittings

£ | £ | £ |

| COST

| At 1st January 2024 | 14,296 |  | 426,834 |  | 119,351 |  |

| Additions | 8,815 |  | 3,667 |  | 18,720 |  |

| Disposals | - |  | - |  | (960 | ) |

| At 31st December 2024 | 23,111 |  | 430,501 |  | 137,111 |  |

| DEPRECIATION

| At 1st January 2024 | 14,296 |  | 291,295 |  | 54,904 |  |

| Charge for year | 1,764 |  | 45,411 |  | 22,073 |  |

| Eliminated on disposal | - |  | - |  | (960 | ) |

| At 31st December 2024 | 16,060 |  | 336,706 |  | 76,017 |  |

| NET BOOK VALUE

| At 31st December 2024 | 7,051 |  | 93,795 |  | 61,094 |  |

| At 31st December 2023 | - |  | 135,539 |  | 64,447 |  |

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2024

8. | TANGIBLE FIXED ASSETS - continued

| Group

| Motor |  | Computer |

| vehicles |  | equipment |  | Totals

£ | £ | £ |

| COST

| At 1st January 2024 | 77,230 |  | 60,968 |  | 698,679 |  |

| Additions | 88,712 |  | 33,982 |  | 153,896 |  |

| Disposals | - |  | - |  | (960 | ) |

| At 31st December 2024 | 165,942 |  | 94,950 |  | 851,615 |  |

| DEPRECIATION

| At 1st January 2024 | 32,796 |  | 48,428 |  | 441,719 |  |

| Charge for year | 24,237 |  | 13,233 |  | 106,718 |  |

| Eliminated on disposal | - |  | - |  | (960 | ) |

| At 31st December 2024 | 57,033 |  | 61,661 |  | 547,477 |  |

| NET BOOK VALUE

| At 31st December 2024 | 108,909 |  | 33,289 |  | 304,138 |  |

| At 31st December 2023 | 44,434 |  | 12,540 |  | 256,960 |  |

| Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

| Plant and |  | Motor |

| machinery |  | vehicles |  | Totals

£ | £ | £ |

| COST

| At 1st January 2024 | 257,094 |  | 22,310 |  | 279,404 |  |

| Additions | - |  | 73,495 |  | 73,495 |  |

| Transfer to ownership | (185,228 | ) | - |  | (185,228 | ) |

| At 31st December 2024 | 71,866 |  | 95,805 |  | 167,671 |  |

| DEPRECIATION

| At 1st January 2024 | 165,768 |  | 1,860 |  | 167,628 |  |

| Charge for year | 14,376 |  | 15,079 |  | 29,455 |  |

| Transfer to ownership | (158,359 | ) | - |  | (158,359 | ) |

| At 31st December 2024 | 21,785 |  | 16,939 |  | 38,724 |  |

| NET BOOK VALUE

| At 31st December 2024 | 50,081 |  | 78,866 |  | 128,947 |  |

| At 31st December 2023 | 91,326 |  | 20,450 |  | 111,776 |  |

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2024

9. | FIXED ASSET INVESTMENTS

| Company

| Unlisted

| investmen

£ |

| COST

| At 1st January 2024

| and 31st December 2024 | 38,555 |  |

| NET BOOK VALUE

| At 31st December 2024 | 38,555 |  |

| At 31st December 2023 | 38,555 |  |

10. | INVESTMENT PROPERTY

| Group

| Total

£ |

| FAIR VALUE

| At 1st January 2024

| and 31st December 2024 | 3,019,704 |  |

| NET BOOK VALUE

| At 31st December 2024 | 3,019,704 |  |

| At 31st December 2023 | 3,019,704 |  |

| Fair value at 31st December 2024 is represented by:

£ |

| Valuation in 2017 | 267,095 |  |

| Valuation in 2023 | 206,029 |  |

| Cost | 2,546,580 |  |

3,019,704 |  |

| Company

| Total

£ |

| FAIR VALUE

| At 1st January 2024

| and 31st December 2024 | 3,019,704 |  |

| NET BOOK VALUE

| At 31st December 2024 | 3,019,704 |  |

| At 31st December 2023 | 3,019,704 |  |

| Fair value at 31st December 2024 is represented by:

£ |

| Valuation in 2017 | 267,095 |  |

| Valuation in 2023 | 206,029 |  |

| Cost | 2,546,580 |  |

3,019,704 |  |

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2024

11. | STOCKS

| Group |

2024 | 2023 |

£ | £ |

| Stocks | 4,515,600 |  | 4,429,462 |  |

| Goods in transit | 589,356 |  | 570,767 |  |

5,104,956 |  | 5,000,229 |  |

12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2024 | 2023 | 2024 | 2023 |

£ | £ | £ | £ |

| Trade debtors | 2,278,016 |  | 2,115,447 |  | - |  | - |  |

| Other debtors | 5,000 |  | - |  | 5,000 |  | - |  |

| VAT | - |  | - |  | - |  | 1,998 |  |

| Prepayments | 22,791 |  | 15,248 |  | - |  | - |  |

2,305,807 |  | 2,130,695 |  | 5,000 |  | 1,998 |  |

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

| Group |  | Company |

2024 | 2023 | 2024 | 2023 |

£ | £ | £ | £ |

| Bank loans and overdrafts (see note 15) | 153,728 |  | 223,342 |  | - |  | 39,104 |  |

| Hire purchase contracts (see note 16) | 40,633 |  | 42,089 |  | - |  | - |  |

| Sale financing | 382,260 |  | 472,021 |  | - |  | - |  |

| Trade creditors | 1,792,973 |  | 1,524,312 |  | - |  | - |  |

| Amounts owed to group undertakings | 711,700 |  | 711,700 |  | 1,527,038 |  | 1,741,356 |  |

| Amounts owed to participating interests | 379,659 |  | 471,760 |  | - |  | - |  |

| Taxation | 248,545 |  | 291,454 |  | 76,348 |  | 60,812 |  |

| Social security and other taxes | 16 |  | 41,484 |  | - |  | - |  |

| VAT | 270,670 |  | 359,714 |  | 1,100 |  | - |  |

| Directors' current accounts | 82,200 |  | 195,600 |  | - |  | - |  |

| Accrued expenses | 39,182 |  | 196,954 |  | 5,100 |  | 5,100 |  |

4,101,566 |  | 4,530,430 |  | 1,609,586 |  | 1,846,372 |  |

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

| Group |  | Company |

2024 | 2023 | 2024 | 2023 |

£ | £ | £ | £ |

| Bank loans (see note 15) | 159,774 |  | 314,086 |  | - |  | - |  |

| Hire purchase contracts (see note 16) | 65,306 |  | 56,090 |  | - |  | - |  |

| Other creditors | 264,498 |  | 265,881 |  | 200,000 |  | 200,000 |  |

| Directors' loan accounts | 52,200 |  | - |  | - |  | - |  |

541,778 |  | 636,057 |  | 200,000 |  | 200,000 |  |

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2024

15. | LOANS

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

| Group |  | Company |

2024 | 2023 | 2024 | 2023 |

£ | £ | £ | £ |

| Amounts falling due within one year or | on demand: |

| Bank loans - less than 1 yr | 153,728 |  | 223,342 |  | - |  | 39,104 |  |

| Amounts falling due between one and | two years: |

| Bank loans - 1-2 years | 131,218 |  | 154,082 |  | - |  | - |  |

| Amounts falling due between two and | five years: |

| Bank loans - 2-5 years | 28,556 |  | 160,004 |  | - |  | - |  |

16. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Group

| Hire purchase |

| contracts |

2024 | 2023 |

£ | £ |

| Net obligations repayable:

| Within one year | 40,633 |  | 42,089 |  |

| Between one and five years | 65,306 |  | 56,090 |  |

105,939 |  | 98,179 |  |

17. | PROVISIONS FOR LIABILITIES

| Group |  | Company |

2024 | 2023 | 2024 | 2023 |

£ | £ | £ | £ |

| Deferred taxation | 190,577 |  | 180,158 |  | 118,281 |  | 118,281 |  |

| Group

| Deferred |

| tax |

£ |

| Balance at 1st January 2024 | 180,158 |  |

| Provided during year | 10,419 |  |

| Balance at 31st December 2024 | 190,577 |  |

| Company

| Deferred |

| tax |

£ |

| Balance at 1st January 2024 | 118,281 |  |

| Balance at 31st December 2024 | 118,281 |  |

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2024

18. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2024 | 2023 |

| value: | £ | £ |

| 230,000 | Ordinary | 1 | 230,000 |  | 230,000 |  |

19. | RESERVES

| Group

| Retained |  | Share |

| earnings |  | premium |  | Totals

£ | £ | £ |

| At 1st January 2024 | 4,522,578 |  | 568,563 |  | 5,091,141 |  |

| Profit for the year | 775,125 |  | 775,125 |  |

| At 31st December 2024 | 5,297,703 |  | 568,563 |  | 5,866,266 |  |

| Company

| Retained |  | Share |

| earnings |  | premium |  | Totals

£ | £ | £ |

| At 1st January 2024 | 637,319 |  | 47,820 |  | 685,139 |  |

| Profit for the year | 229,043 |  | 229,043 |  |

| At 31st December 2024 | 866,362 |  | 47,820 |  | 914,182 |  |

| DISTAG HOLDINGS LTD (REGISTERED NUMBER: 03665031) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31ST DECEMBER 2024

20. | RELATED PARTY DISCLOSURES

| The following sales to related parties took place during the period ended 31st December 2024.

| Company Name |  | During |  |  | During |  |  | As at |  |  | As at |

|  | 2024 |  |  | 2023 |  |  | 31.12.24 |  |  | 31.12.23 |

|  | £ |  |  | £ |  |  | £ |  |  | £ |

| Distag QCS Limited |  | 742,737 |  |  | 659,504 |  |  | 36,884 |  |  | 27,157 |

| The following purchases from related parties took place during the period ended 31st December 2023.

| Company Name |  | During |  | During |  |  | As at |  |  | As at |

|  | 2024 |  | 2023 |  |  | 31.12.24 |  |  | 31.12.23 |

|  | £ |  | £ |  |  | £ |  |  | £ |

| Distag QCS Limited |  | 1,505,649 |  | 1,497,665 |  |  | 1,245,637 |  |  | 1,224,517 |

| Quality Component Solutions UK Limited |  | Nil |  | Nil |  |  | 251,127 |  |  | 256,295 |

| Distag Holdings Limited is the parent company of Distag QCS (UK) Limited and Distag QCS Limited is the ultimate controlling company which is registered in the Republic of Ireland. Quality Component Solutions (UK) Limited is a dormant company owned by the shareholders of Distag QCS (UK) Limited.

| During the year £138,647 (2023: £137,860) was paid to two of the directors and close family

| members in respect of consultancy services and salaries.

| During the year £16,200 (2023: £16,200) was paid, in respect of rent to a partnership which is

| controlled by a directors pension fund.

| During the year £42,000 (2023: £42,000) was paid, in respect of management charges to Distag

| QCS ltd.

| At the year end, the company owed £64,498 (2023: £65,881) to a shareholder of the parent

| company, Distag QCS Limited. This figure is included in note 11.