The directors present the strategic report for the year ended 31 December 2024.

Principal activity

Radwell International- UK Limited (‘the Company’ or ‘RI-UK’), is an industrial electronics distributor, specialising in obsolete products and factory new products, along with complete service repair capabilities. The website www.radwell.co.uk provides customers with instant access to the world's largest source of industrial surplus, a database with over 2 million priced products and new product listings of over 20,000 manufacturers, calibration services to meet manufacturer's specifications and software solutions for major manufacturers.

The Company is a wholly owned subsidiary of Radwell International- Europe Limited (‘RI-EU’) a company registered in England and Wales. RI-EU is a wholly owned subsidiary of Radwell International, Inc. (‘RI-US’), a Company registered in the United States of America. The wider group is collectively referred to as ‘the Group’ or ‘Radwell’.

As part of an international group recognised as the global market leader, the UK facility plays a key role in delivering goods to over 130 countries across Europe, the Middle East, and Africa (‘EMEA’). It also supports telesales and web sales through a multi-lingual call centre.

The Company specialises in stocking and selling new and surplus industrial automation, electronic, and electrical control equipment, with the technical expertise to repair such items. Radwell differentiates itself through competitive pricing, extensive product availability, robust web sales capabilities, and a strong commitment to customer service.

The market for obsolete automation equipment continues to expand, and Radwell maintains a leading position as the world’s largest source of industrial surplus products. Management remains confident that the Company’s core mission of continuous improvement will drive sustained growth, further strengthening the financial position of both the UK entity and its affiliated Group companies.

Performance during the year and the position at the reporting date

The market environment has changed over the past year due to the normalisation of supply chain demands and competitive pricing after the advantages COVID had on both these factors during 2022 and 2023. Despite operating in this shifting market environment however, the business delivered a resilient performance in 2024. Revenues for the year ended 31 December 2024 totalled £38,523,977, representing a 27% decrease compared to £53,045,605 in 2023. Profit before taxation stood at £807,826, equating to 2% of revenues. In the PY, profit before tax stood at £13,487,218 equating to 25% of revenues. The Statement of Financial Position reflected a 31% reduction in net assets, from £37,367,396 to £26,073,253.

The Directors have a clear understanding of the key factors contributing to the year-on-year decline and their alignment with the strategic plan. In response, they are actively implementing targeted initiatives, focussed on its core business of carrying volumes of inventory to rapidly supply components to its customer base, to exceed the financial targets set for 2024.

The Company’s overall financial position as at 31 December 2024 remains sufficiently robust to support the continued execution of its strategic growth objectives for 2025.

Key performance indicators

Radwell International is very goal and metric driven. The key performance indicators include, but are not limited to, sales goals, gross margin and warranties. Goals and metrics are tracked by company and business segment and are communicated to employees on a real time basis throughout the day, including performance boards located throughout all departments.

Revenues for RI-UK are reported by the geographical areas of the UK, Europe and Non-European. Net revenues as a percentage of total net revenues for year 2024 were UK 58%, Europe 20% and Non-European 22%. See note 3 for further analysis.

Below is a summary of the key performance indicators for the current and comparative year:

The Radwell culture remains focused on its core mission of continuous improvement to provide the highest level of customer service and further investment in quality testing equipment, improving business processes and talent development.

Radwell’s scale, global reach, established brand, and comprehensive product and service offering - including new and surplus inventory supported by repair capabilities - enable the Company to maintain its market-leading position. While smaller competitors attempt to replicate the business model and national players compete in the repair space, Radwell effectively mitigates competitive pressures through exceptional customer service, enhanced product quality, advanced testing capabilities, faster turnaround times, and strong client relationships.

The competitive landscape is particularly nuanced in certain geographies, where Radwell serves both end users and resellers. These resellers, while technically competitors, are better characterised as complementary partners who help extend Radwell’s customer reach.

Foreign exchange risk

The results of operations and financial position are measured using the functional currency of the primary economic environment in which the entity operates. Transactions are conducted in British Pounds, Euros and US Dollars. The Company is exposed to exchange rate fluctuations and hence, currency rates changes are monitored to minimize the effect on results of operations.

Liquidity risk

The directors recognise liquidity risk as a principal risk and uncertainty that could impact the Company’s ability to meet its financial obligations as they fall due. Liquidity risk arises from potential mismatches between the timing of cash inflows and outflows, particularly during periods of market disruption or operational stress.

Credit risks

As the Company continues to service many sales territories, the requests for credit accounts also increases.

Credit reports are obtained and evaluated for new customers for the issuance of credit. The Company routinely reviews the outstanding credit and financial strength of its customers to ensure ongoing credit worthiness.

Accounts receivable represents the amount invoiced less an allowance for doubtful accounts. Management believes its allowance for doubtful accounts is adequate based on history of past write-offs, collections and management's evaluation of accounts overdue.

Future developments

The Directors are confident that the organisation is well positioned for future growth, supported by existing staffing levels and a range of strategic initiatives.

The Company will continue to invest in information technology, engineering and testing capabilities, internal automated processes and personnel to improve overall efficiency, productivity and customer service.

Sales growth for year 2025 for RI-UK are projected to be 12% based on the need to implement more market gain strategies and tools, along with a recognition of the changed market space as supply chain values and availability of components have now returned to post covid levels.

The directors of Radwell International– UK Limited confirm that throughout the financial year ended 31 December 2024, they have acted in accordance with their duties under Section 172 of the Companies Act 2006. In doing so, they have had regard to the following six factors:

Long term consequences of decisions

The Board considers the long-term implications of strategic decisions, including investments in technology, sustainability, and workforce development. The directors have continuously reinvested in the Company and have strategically placed us in a position to achieve long term success. Monthly Board meetings are held, during which shareholders convene for a full day dedicated to business review, strategic goal setting, and decision-making.

Interests of the Company’s Employees

Radwell are equal opportunities employers. The diverse range of countries supported from the company facilities means that there are staff from all over the world working in the facilities. The number of employees at the reporting date was 218 (2023: 236).

Employee engagement remains a priority. At Radwell all employees are considered family and the decisions that are made from a high level are made to ensure that all family members are in a safe position long term. There is a great level of communication and coordination that occurs between the board members and employees at Radwell.

Radwell is committed to recruiting top talent to ensure the highest standards of customer experience. The organisation also prioritises internal promotion, supported by ongoing training and development of key employees. Regular management and employee communication meetings are held to address a wide range of operational and people-related matters.

Fostering Relationships with Suppliers, Customers, and Others

We maintain open and collaborative relationships with key stakeholders. We have high volumes of both suppliers and customers but where practicably possible we carry out regular supplier reviews and customer satisfaction tracking, to help us build trust and ensure mutual benefit. Our procurement team also prioritises ethical sourcing and fair payment terms.

Impact of Operations on the Community and Environment

Environmental sustainability is embedded in our operations. The organisation is committed to reduce all waste and has a culture which cares for the environment. Radwell fully complies with the European WEEE directive 2012/19/EU and offers a support service to customers to dispose of their electrical equipment and the organization has very structured recycling routines and methodologies. Certifications received by RI-UK include the following:

• ISO 14001:2004 Environmental Management System Certification, received 25 September 2015, that establishes the framework to implement routines and processes that reduce the environmental impact via recycling, waste reduction, reduced energy consumption and ultimately reduced cost.

• OISO 45001:2018 Occupational Health and Safety Management System establishes the framework for identifying, controlling, and managing occupational health and safety risks and opportunities. In addition, it offers a chance to benchmark OHS practices against global best practices. Previously the certificate that was held was OHSAS: 18001:2007, which was updated to the current certificate in 2023.

• ISO 9001:2015, Quality Management Systems, received 31 August 2018, related to the stocking, repairing, and selling of new and surplus industrial automation, MRO, pneumatic, motion, electronic, hydraulic, HVAC, and electrical and control equipment for plant floor and facility maintenance machinery.

Maintaining a Reputation for High Standards of Business Conduct

The company is committed to conducting business with integrity, transparency, and accountability. We recognise that corruption and bribery pose significant risks to our reputation, operations, and stakeholder trust.

Acting Fairly Between Members of the Company

The Board ensures that all shareholders are treated fairly and equitably. Transparent communication is maintained through quarterly updates, and shareholder feedback is considered in strategic planning. No decisions were made that unfairly advantaged or disadvantaged any group of members.

On behalf of the board

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

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £11,198,718 (2023: £Nil). The directors do not recommend payment of a further dividend.

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

Radwell focuses on being the number one provider of industrial automation equipment in its chosen areas and markets, therefore staying up to date and continuing to develop industry leading capabilities and solutions has been a pillar that we base our business on. A part of developing our industry leading capabilities is through our research and development efforts that occur across many departments at Radwell. The departments who play a role in R&D are Engineering, Product and Market Expansion "PME", and IT.

Our Engineering & PME team’s priority is creating test assets and fixtures which are used to mimic the environment that our products are used in by the customer. The ability to fully test products in the surplus and repair categories have led the Radwell brand to be synonymous with quality. To exemplify this, we provide an industry leading 2-year product warranty with Radwell and boast warranty rates of below 0.5% for surplus and under 5% for repair.

Radwell is always trying to look to the future through innovation and developing exciting new products and services through customer feedback. Our latest strategic offerings are Automation Lifecycle Analysis and spares-vault which will facilitate us being a stronger partner, with deeper ties into our customers business that will facilitate even faster response times and greater quality of support.

The auditor, Saffery LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The company qualifies for an exemption from reporting its own energy and carbon information under the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. This is because it is a subsidiary undertaking included in the group report of Radwell International- Europe Limited, which has been prepared in accordance with the relevant SECR requirements for the financial year ending 31 December 2024.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

Under Company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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;

• state whether applicable UK Accounting Standards have been followed; and

• going concern basis unless it is inappropriate to presume that the Company will continue in business.

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

The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the Company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of principal activities, principal risks and uncertainties and future developments.

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.

We have audited the financial statements of Radwell International- UK Limited (the "Company") for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the Company's affairs as at 31 December 2024 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 directors' report.

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

• 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 remuneration specified by law are not made; or

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the Company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the Company by discussions with directors and by updating our understanding of the sector in which the company operates.

Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified:

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the Company's records of breaches of laws and regulations and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the Company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. 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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.

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

Radwell International- UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit D, Dalewood Road, Lymedale Business Park, Newcastle Under Lyme, Staffordshire, ST5 9QZ.

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. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

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.

Revenue represents amounts receivable for the repair and sale of electrical components (sale of goods) net of value added taxes and trade discounts and is recognised once the repair has been carried out and goods delivered to the buyer.

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 delivery 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.

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

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

Property, plant and equipment 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 the income statement.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

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 the income statement, 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 the income statement, 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.

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

Cost is calculated using the weighted average method.

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

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 trade and other receivables, 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.

Financial assets 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 the income statement.

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 the income statement.

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 trade and other payables and loans from fellow group companies, 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 payables 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 payables 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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. 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.

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

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.

Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value the unwinding of the discount is recognised as a finance cost in the income statement in the period it arises.

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 non-current 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.

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.

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to the income statement.

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.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Inventory provisions include shrinkage, obsolescence and write-downs which take into account historical information related to sales trends and stock counts and represent the expected write-down between the estimated net realisable value and the original cost. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. The provision at the reporting date was £6,103,569 (2023 - £4,726,080).

The company provides standard warranty coverage on certain products for up to 24 months, providing labour and parts necessary to repair products during the warranty period. The estimated warranty costs are accounted for by accruing these costs upon recognition of the product sales and are based on historical product performance. The provision at the reporting date was £145,000 (2023 - £205,000).

The directors assess the doubtful debt allowance at each reporting date. Key assumptions applied are the estimated debt recovery rates and the future market conditions that could affect recovery. The provision at the reporting date was £411,358 (2023 - £590,059).

The determination of the dilapidation provision involves significant judgement in assessing the extent of future obligations under lease agreements. Management has considered the condition of the leased properties, the terms of the lease contracts, and historical experience to estimate the costs required to restore the properties to their original state upon lease termination. Given the inherent uncertainty in estimating future costs and timing, this provision is subject to change based on updated assessments or changes in contractual obligations. The provision at the reporting date was £590,010 (2023 - £0).

An analysis of the company's revenue is as follows:

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023 - 2).

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:

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office address

During the year, the Company recognised a write-off of £1,091,071 (2023: £287,294) in the profit and loss account relating to inventory provisions. This reflects management’s reassessment of the recoverability of certain stock items, which is in line with the Company’s stock provision accounting policy.

During the year, the company impaired the value of trade receivables and a debit totalling £184,734 (2023: £392,356) was recognised in the statement of comprehensive income.

The warranty provision represents management's best estimate of the company's liability under warranties granted on products, based on past experience and industry averages for defective products.

A provision has been recognised in respect of the estimated costs of dilapidations required under the terms of the Company’s lease agreements. During the year, the provision was increased by £590,010 to reflect updated estimates aligned with the requirements for exiting the lease of the Company’s premises.

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

The deferred tax liability expected to reverse in the year ending 31 December 2025 is £17,451.

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.

The pension creditor at 31 December 2024 was £125,952 (2023 - £98,302).

The share has attached to it full voting, dividend and capital distribution (including on winding up) rights. They do not confer any rights of redemption.

This capital contribution reserve was recognised on the acquisition of its subsidiary, where part of the consideration was shares, valued at £1,000,000, in the ultimate parent company.

Retained earnings represents accumulated comprehensive income for the year and prior periods less dividends paid.

Operating lease payments represent rentals payable by the company for its properties and certain plant and machinery. The main property lease is for a term of 20 years and rentals are increasing at 3% per annum throughout the term.

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:

Radwell International- Europe Limited, a company incorporated in England and Wales, is the immediate parent company of Radwell International- UK Limited and is the smallest group of undertakings in which Radwell International- UK Limited is a member and for which consolidated financial statements are prepared. A copy of the consolidated financial statements can be obtained from Unit D, Dalewood Road, Lymedale Business Park, Newcastle Under Lyme, Staffordshire, ST5 9QZ.

Radwell International LLC, a company incorporated in the United States of America, is the ultimate parent company of Radwell International- UK Limited and is the largest group of undertakings in which Radwell International- UK Limited is a member and for which consolidated financial statements are prepared.

There is no ultimate controlling party.

A prior year adjustment has been made to correct the classification of unreconciled prepayment balances that were previously netted against trade creditors. These balances should have been presented separately within prepayments and trade creditors/goods received not invoiced (GRNI). The revised adjustment ensures that the appropriate amounts are correctly offset, and the residual balances now accurately reflect the financial position of each line item. This reclassification has no impact on net assets or profit but improves the clarity and accuracy of the balance sheet presentation.