The directors present the strategic report together with the audited financial statements for the year ended 31 December 2024.

The results of the company for the year, as set out on page 11, show turnover decreasing slightly by 3.5% to £67.9m (2023 - £70.3m) and an Operating Profit of £7.6m (2023 - £8.4m). Net assets decreased to £31m (2023 - £36m).

During 2024, the market continued to be impacted by the depressed UK economy and construction industry. In these challenging market conditions, the company was satisfied to limit the decline in sales to only 3.5%.

The market experienced deflationary pressures during 2024 with lower costs largely passed on to customers in lowering prices. The higher gross margin was offset by higher distribution and administrative costs resulting in Operating Profit declining from £8.4m to £7.6m.

The directors are confident that the performance of the company will remain stable in 2025.

The management of the business and the nature of the company's business are subject to a number of risks, as outlined by directors below.

Currency risk

The company purchases from overseas suppliers in currencies other than Sterling with no corresponding income to naturally offset the currency risk. The company monitors daily exchange rate movements and due to high levels of stock has the ability to absorb fluctuations.

Credit risk

The company has a large, diverse customer base with the majority of sales under credit terms. Steps are in place to mitigate this risk such as credit checks on all new customers and the monitoring of aged debts to prevent issuing credit to customers whose payments are already overdue.

Customer trust and brand reputation

Customer confidence and trust with our company and products is critical to our business and we always try to please our customers if we possibly can.

There is always a risk that a customer may get a bad experience, sometimes because of circumstances beyond our control. For example a lost or delayed delivery of an urgently required product, or a faulty product. However, a bad experience can lead to bad reviews and we know that reading existing reviews are usually high on a potential customers list when seeking to purchase products.

We seek to mitigate this risk in the following ways:

We are passionate about customer care. We have a wealth of knowledge, expertise and experience to ensure we provide service excellence to exceed expectations. We are very much a people business, while at the same time we have made significant investment to ensure that we are at the cutting edge of technology. Our computer system is customer focused, which means that behind the scenes you are totally supported by a robust, state of the art, professional back office operation providing maximum effectiveness.

Our dedicated customer care team can sort out easily problems with delivery, wrong or faulty products being received etc and will do their best to ensure the customer is happy with the outcome.

We also undertake vigorous testing on all new products before adding them to our catalogue to mitigate any problems with a faulty product.

We create reliable products you can have complete confidence in. We wouldn’t put our name to anything less.

Competition

There is always a risk with competition, particularly with cheaper, inferior products on the market.

We mitigate this risk by actively monitoring competitors’ prices and ensuring that our marketing information clearly shows the quality of our products so these can be compared with inferior brands on the market.

Workforce

Keeping the best staff or losing them to a competitor is always a risk to a business. We aim to mitigate this by rewarding staff via salary and good working conditions and other motivational incentives. We have HR support for any member of staff who has a problem at work in any area.

Stock Shortages

Stock shortages can be a real business risk in our industry as this can mean a customer may go to a competitor and we could potentially lose them for future business.

In order to mitigate this, we hold a significant amount of stock which has held us in good stead in the past when other suppliers have struggled with supply issues.

Tariffs

Global tariffs have a significant impact on supply and demand, influencing both the cost and availability if products and shipping capacity from various supply sources. These factors are continuously monitored, and supplier changes are made when appropriate.

Data and cyber security

Security of customer, commercial and colleague data poses a reputational as well as a financial risk to all businesses.

In order to mitigate this, we have a team of IT experts constantly monitoring and securing our IT systems.

Price

In recent years, the price of steel and other raw materials has fluctuated significantly and sudden increases remain a financial risk to the business when ordering products. However, this will be the same for all suppliers in our industry and our high level of stock helps to mitigate sudden price rises to customers. We also believe that our customers prefer to pay for a good quality product rather than a cheaper one that may not do the job as well.

Liquidity and cashflow

Liquidity and cashflow are obviously something that every business needs to control well and a problem in this area can have a knock-on effect to all areas of the business.

The company has access to the Bufab Group credit facilities when it comes to the need for any borrowing. The company is also meticulous in monitoring its debtors ledger and chasing any overdue debts on a regular basis.

The weaker global economy, higher interest rates and depressed consumer confidence are expected to lead to weak market demand in the UK construction industry during 2025. Despite this challenging environment, the directors are confident that due to a well-diversified customer base and continued investment in regional sales and customer service, that demand for the company’s products will remain strong.

The company has continued to provide award-winning service levels and find new, innovative ways to support its customers. During 2024 the company relaunched its unique package of customer support under the banner of the "TIMCO Hug".

Strategy

The company's main objective is to increase long term value to its shareholders. This is achieved through a continued focus on great great products and great service ("The TIMCO Hug") whilst staying true to its values: We are proud, We deliver, We do the right thing, We listen and act and We succeed together.

Historic success is attributed to the continued development of product ranges and the efforts of the sales team in promoting those products.

The directors monitor the performance of the company using the following key performance indicators (KPI's):

• Turnover £67.9m (2023 - £70.3m) - Goods supplied during the year exclusive of Value Added Tax, trade discounts and rebates

• Gross Margin 35.0% (2023 - 33.6%) - Gross Profit as a percentage of Turnover. This represented an increase on 2023 and return to higher values.

• Operating Profit £7.6m (2023 - £8.4m) - profit on trading performance.

The board of directors of T I Midwood & Co Limited consider that both individually and together for the year ended 31 December 2024 they have acted in the way they consider, in good faith, would be the most likely to promote the success of the company for the benefit of its members as a whole and having regard to the matters set out in s172(1) (a-f) as below:

a) the likely consequences of any decision in the long term;

b) the interests of the company's employees;

c) the need to foster the company's business relationships with suppliers, customers and others;

d) the impact of the company's operations on the community and the environment;

e) the desirability of the company maintaining a reputation for high standards of business conduct; and

f) the need to act fairly between members of the company.

The directors make decisions by taking their legal duty into account and also the priorities and requirements of the stakeholders by considering the following:

a) The likely consequences of any decision in the long term

The directors understand the business and the evolving environment in which it operates. The directors are mindful that strategic decisions can have long term implications for the business and its stakeholders, and these implications are carefully assessed.

b) The interests of the company's employees

The directors recognise that the strength of the business is built on the hard work, loyalty, dedication and abilities of our people. The success of the business depends on attracting, retaining and motivating employees. We aim to be a responsible employer in our approach, from pay and benefits to our health, safety and workplace environment.

c) The need to foster the company's business relationships with suppliers, customers and others

Delivering our strategy requires strong mutually beneficial relationships with suppliers, customers and others. The directors review and approve the company's approach to suppliers which is set out in the company's policies. The directors continuously assess the priorities related to customers and those with whom we do business.

d) The impact of the company's operations on the community and the environment

The company is aware of its social responsibilities to the communities where it operates. The company recognises the importance of its environmental responsibilities and complies with all legislation with respect to the transportation, storage and use of its products. Further information is contained within the Streamlined Energy and Carbon Report in the Directors' Report.

e) The desirability of the company maintaining a reputation for high standards of business conduct

The directors are committed to high standards of business conduct.

All new starters undertake a full induction process and are provided with a copy of the company's Employee Handbook which documents key topics including conduct and standards.

f) The need to act fairly between members of the company

The company aims to act with integrity and courtesy in all of its business relationships and will consider all members and stakeholders when making decisions for the overall good of the company.

On behalf of the board

The directors present their annual report and audited financial statements for the year ended 31 December 2024.

The principal activity of the company is the supply of essential products that trade professionals rely on every day.

The results for the year are set out on page 12.

Ordinary dividends were paid amounting to £12,000,000. The directors do not recommend payment of a final dividend.

An interim dividend in respect of the year ended 31 December 2025 of £6,000,000 was paid to the holding company, Bufab UK Holdings Ltd, on 23rd June 2025.

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

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force to the date of approval of the document.

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £1m of turnover, the recommended ratio for the sector.

The company is committed to reducing carbon emissions produced from its operations. To achieve this the company:

• recycles packaging and used ink cartridges;

• has replaced light bulbs with more energy efficient LED lighting;

• diesel cars have been replaced with petrol hybrids on lease renewal;

• promotes video conferencing as a means of reducing travel;

• The electricity supply has been moved to 100% green electricity

• Our top suppliers have commenced the Bufab Supplier Engagement Programme

• New packaging has been developed to replace plastic where possible. Where it is necessary to use plastic, we will endeavour to use 30% recycled content and recyclable plastic;

• Eco friendly upgrades have been rolled out across nearly 2000 products along with OPR (on pack recycling) labelling;

• minimises waste and encourages an active waste management system; and

• promotes environmental awareness and responsibility amongst employees and suppliers.

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 prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", 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 the financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable United Kingdom Accounting Standards, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The directors are responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

They are also 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.

Directors’ confirmations

In the case of each director in office at the date the directors’ report is approved:

• so far as the director is aware, there is no relevant audit information of which the company’s auditors' are unaware; and

• they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company’s auditors' are aware of that information.

In accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 the directors have included a separate Strategic Report which can be found on pages 1 to 3. This report includes information that would have previously been included in the business review and consequently no business review is required in the directors' report. Included in the strategic report that would otherwise be included in the directors report are paragraphs on future growth and developments and financial risk management.

The directors have agreed with the group's auditors' that the auditors' liability to damages for breach of duty in relation to the audit of the company's financial statements for the year to 31 December 2024 should be limited to the greater of £5m or 5 times the auditors' fees, and that in any event the auditors' liability for damages should be limited to that part of any loss suffered by the company as is just and equitable having regard to the extent to which the auditors', the company and any third parties are responsible for the loss in question. The shareholders approved this limited liability agreement, as required by the Companies Act 2006, by a resolution dated 6 February 2024.

Report on the audit of the financial statements

In our opinion, T I Midwood & Co Ltd’s financial statements:

• give a true and fair view of the state of the company’s affairs as at 31 December 2024 and of its profit and cash flows for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and

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

We have audited the financial statements, included within the Annual Report, which comprise: Statement of financial position as at 31 December 2024; Statement of comprehensive income, the Statement of changes in equity and the Statement of cash flows for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

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.

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.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.

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

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance 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 an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.

With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

Strategic report and Directors' Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' Report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report.

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they 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 company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ 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.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Companies Act 2006 and relevant tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. 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 posting of inappropriate journal entries and management bias in accounting estimates. Audit procedures performed by the engagement team included:

• Discussions with management, including considerations of known or suspected instances of non-compliance with laws and regulations

• Reviewing of board minutes for any instances of non-compliance with laws and regulations

• Challenging assumptions and judgements made by management on significant accounting estimates

• Identifying and testing journal entries, in particular journal entries posted with unexpected account combinations and

• incorporating unpredictability into the nature, timing and/or extent of our testing

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not obtained all the information and explanations we require for our audit; or

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

• certain disclosures of directors’ remuneration specified by law are not made; or

• the financial statements are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

The income statement has been prepared on the basis that all operations are continuing operations.

There was no other comprehensive income during the year.

T I Midwood & Co Limited is a private company limited by shares incorporated in the United Kingdom. The registered office is St John's Chambers, Love Street, Chester, England, CH1 1QY.

The trading address is Green Lane, Wardle, Nantwich, Cheshire CW5 6BJ.

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 which are adopted and applied consistently are set out below.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

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:

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 credited or charged to profit or loss.

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). 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.

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.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

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.

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.

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 statement of financial position 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, 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, 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.

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.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

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, including creditors and loans from fellow group companies 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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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 are no longer at the discretion of the company.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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 income statement, 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 when the company has 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.

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.

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

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 statement of financial position 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.

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 leases asset are consumed.

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

In the application of the company’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 estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Management consider however that there are no key judgements in the application of accounting policies, nor any key sources estimation uncertainty of such significance that they need to record it in the financial statements.

The company operates a small sales branch in the Republic of Ireland.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).

The highest paid director did not exercise any share options during the year.

The highest paid director was not entitled to receive shares under a long term incentive scheme during the year.

There were no non-audit fees payable to the auditors (2023 - £nil).

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

Their aggregate remuneration comprised:

Wages and salaries includes agency costs of £6,194 (2023: £4,308). The average number of employees above does not include the number of agency workers as they are not employees of the company.

On 1st April 2023 the standard rate of corporation tax in the UK increased from 19% to 25%. This gave an actual tax rate for the year ended 31 December 2023 of 23.521%.

Tax assessed for the year is lower than the standard rates of corporation tax in the UK for the year ended 31 December 2024 which was 25%.The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

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

The current replacement cost, or most recent purchase price, or production cost is not materially different from the amount at which the stocks are stated in the accounts.

An impairment gain of £103,307 (2023 - £900,723 loss) was recognised in cost of sales against stock during the year due to movement in obsolete stock provision.

Trade debtors are stated after provisions for impairment of £60,006 (2023 - £41,048).

Amounts owed to group undertakings are unsecured, repayable under normal commercial arrangements and carry no interest.

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

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

The deferred tax liability set out above is expected to reverse in the future and relates to accelerated capital allowances that are expected to mature at a later date.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Shares rank pari passu in all respects save that different levels of dividend may be voted on each class.

Assets acquired on HP or finance lease with a liability of £113,121 (2023 - £222,380) are secured on the assets concerned.

At the reporting date the company had not contracted for any material expenditure which is not accrued (2023 - £nil) .

A dividend of £6,000,000 was paid to the holding company Bufab UK Holdings Ltd on 23rd June 2025.

The remuneration of key management personnel is as follows.

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

During the year the company paid management fees and other fees and charges totalling £742,936 to Bufab International AB being a group company. The company also paid £69,002 to Bufab International AB and £74,196 to Bufab (UK) Limited, also a group company, in respect of joint insurance policies.

Trade sales on normal trading terms during the year have been made to other group companies of £156,016

Trade debtors receivable from other group companies at 31 December 2024 totalled £5,335

Trade creditors payable to other group companies at 31 December 2024 totalled £71,646

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

The parent undertaking of T I Midwood & Co Limited is Bufab UK Holdings Ltd, a company registered in the UK.

The parent undertaking of the largest and smallest company to consolidate these financial statements is Bufab AB. Copies of the consolidated Annual report and Financial Statements of Bufab AB may be obtained from their website at https://www.bufab.com.