ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 14397421

AZEGO GROUP HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

AZEGO GROUP HOLDINGS LIMITED

COMPANY INFORMATION

Directors	Mr R A Arbuckle
	Mr S Dopson


Registered number	14397421


Registered office	Unit 7 Ely Road
	Theale
	Reading
	England
	RG7 4BQ


Independent auditors	Blick Rothenberg Audit LLP
	Chartered Accountants & Statutory Auditor
	16 Great Queen Street
	Covent Garden
	London
	WC2B 5AH

AZEGO GROUP HOLDINGS LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Consolidated Statement of Comprehensive Income	9
Consolidated Statement of Financial Position	10
Company Statement of Financial Position	11
Consolidated Statement of Changes in Equity	12
Company Statement of Changes in Equity	13
Consolidated Statement of Cash Flows	14
Consolidated Analysis of Net Debt	15
Notes to the Financial Statements	16 - 29

AZEGO GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

Azego Group Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 7, Ely Road, Theale, Reading, Berkshire, RG7 4BQ.

Business review

The objective of the Group is to be a leading independent distributor of electronic components and to provide high quality display technology solutions.
The principal activity of the company was a holding company.
During the reporting year, the Group was successful in meeting the demand for electronic components to its existing customers by sourcing supply using its global network. During 2023 and 2024, demand for semiconductors was at a level commonly seen within the industry.

Principal risks and uncertainties

The Group monitors risk with a range of processes, including monthly operation and finance reviews.
The directors have identified the following risks as those significant to the prospects of the business:
Supply chain risks
The Group has developed an agile approach to procurement and good relationships with suppliers to enable it to react to supply chain disruptions arising from demand fluctuations and natural disasters. The Group has a sophisticated stock management system that supports the business in managing and monitoring supply.
Interest Rate Risk
Inflationary pressures have started to ease in 2023 and 2024, but interest rates are expected to remain high for the foreseeable future. The Group has significantly reduced its debt and has invested cash into interest bearing accounts to mitigate the risk of moderate interest rate increases.

Future developments

The Directors are not aware of any future developments that would impact their business, although uncertainty within the the global socio-economic environment will impact their results.

Financial key performance indicators

The Group's key financial indicators during the year were as follows:

		2024	2023
		£'000	£'000

	Turnover	13,407	48,411
	EBITDA*	74	7,705

See commentary above regarding the results for the year.
*Earnings before interest, tax, depreciation and amortisation.

Page 1

AZEGO GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

This report was approved by the board and signed on its behalf.

................................................

Mr S Dopson

Director

Date: 23 September 2025

Page 2

AZEGO GROUP HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Directors

The directors who served during the year were:

Mr R A Arbuckle

Mr S Dopson

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £318,024 (2023 - £9,203,000).

Dividends of £1,200,000 (2023: £4,000,000) were paid during the year.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditors, Blick Rothenberg Audit LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 3

AZEGO GROUP HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

This report was approved by the board and signed on its behalf.

................................................

Mr S Dopson

Director

Date: 23 September 2025

Page 4

AZEGO GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AZEGO GROUP HOLDINGS LIMITED

Opinion

We have audited the financial statements of Azego Group Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Page 5

AZEGO GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AZEGO GROUP HOLDINGS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent Company financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 6

AZEGO GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AZEGO GROUP HOLDINGS LIMITED (CONTINUED)

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 Group 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:

•the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
• we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company's sector;
• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation;
• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Group and the Parent Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
• performed analytical procedures to identify any unusual or unexpected relationships;
• tested a sample of journal entries to identify unusual transactions;
• assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
• investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
• agreeing financial statement disclosures to underlying supporting documentation;
• reading the minutes of meetings of those charged with governance;
• enquiring of management as to actual and potential litigation and claims; and
• reviewing correspondence with HM Revenue and Customs.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Page 7

AZEGO GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AZEGO GROUP HOLDINGS LIMITED (CONTINUED)

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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Mahmood Ramji (Senior Statutory Auditor)

for and on behalf of

Blick Rothenberg Audit LLP

Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH

23 September 2025

Page 8

AZEGO GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	13,406,825	48,411,449
Cost of sales		(10,025,418)	(35,603,032)
Gross profit		3,381,407	12,808,417
Administrative expenses		(3,527,398)	(2,622,349)
Other operating income	5	-	97,308
Operating (loss)/profit	6	(145,991)	10,283,376
Income from fixed assets investments		27,115	51,013
Interest receivable and similar income	11	604,000	396,677
Interest payable and similar expenses		(94)	(26,654)
Profit before tax		485,030	10,704,412
Tax on profit	12	(167,006)	(1,501,412)
Profit for the financial year		318,024	9,203,000

Profit for the year attributable to:
Owners of the parent company	(318,024)	(9,203,000)
	(318,024)	(9,203,000)

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 16 to 29 form part of these financial statements.

Page 9

AZEGO GROUP HOLDINGS LIMITED

REGISTERED NUMBER: 14397421

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	15		490,287		621,372
Investments	16		20,390		20,390
			510,677		641,762
Current assets
Stocks	17	892,205		1,795,792
Debtors: amounts falling due within one year	18	5,607,210		2,927,435
Cash at bank and in hand	19	7,999,036		16,622,160
		14,498,451		21,345,387
Creditors: amounts falling due within one year	20	(2,594,125)		(8,658,987)
Net current assets			11,904,326		12,686,400
Total assets less current liabilities			12,415,003		13,328,162
Provisions for liabilities
Deferred tax	21		(97,097)		(128,280)
Net assets			12,317,906		13,199,882

Capital and reserves
Called up share capital	22	100,000	100,000
Share premium account	23	7,896,882	7,896,882
Profit and loss account	23	4,321,024	5,203,000
		12,317,906	13,199,882

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

Mr S Dopson

Director

Date: 23 September 2025

The notes on pages 16 to 29 form part of these financial statements.

Page 10

AZEGO GROUP HOLDINGS LIMITED

REGISTERED NUMBER: 14397421

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	16		10,240,000		10,240,000
			10,240,000		10,240,000
Current assets
Debtors: amounts falling due within one year	18	2,289,084		-
Cash at bank and in hand	19	7,266,623		10,263,412
		9,555,707		10,263,412
Current liabilities
Creditors: amounts falling due within one year	20	(137,833)		(59,038)
Net current assets			9,417,874		10,204,374
Net assets			19,657,874		20,444,374

Capital and reserves
Called up share capital	22	100,000	100,000
Share premium account	23	7,896,882	7,896,882
Profit and loss account brought forward		12,447,492	-
Profit and loss account		11,660,992	12,447,492
		19,657,874	20,444,374

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

Mr S Dopson

Director

Date: 23 September 2025

The notes on pages 16 to 29 form part of these financial statements.

Page 11

AZEGO GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£	£
At 1 January 2024	100,000	7,896,882	5,203,000	13,199,882	13,199,882

Profit for the year	-	-	318,024	318,024	318,024
Dividends: Equity capital	-	-	(1,200,000)	(1,200,000)	(1,200,000)
At 31 December 2024	100,000	7,896,882	4,321,024	12,317,906	12,317,906

The notes on pages 16 to 29 form part of these financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Share premium account	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£	£

Profit for the year	-	-	9,203,000	9,203,000	9,203,000
Dividends: Equity capital	-	-	(4,000,000)	(4,000,000)	(4,000,000)
Shares issued during the year	100,000	7,896,882	-	7,996,882	7,996,882
At 31 December 2023	100,000	7,896,882	5,203,000	13,199,882	13,199,882

The notes on pages 16 to 29 form part of these financial statements.

Page 12

AZEGO GROUP HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024	100,000	7,896,882	12,447,492	20,444,374

Profit for the year	-	-	413,500	413,500
Dividends: Equity capital	-	-	(1,200,000)	(1,200,000)
At 31 December 2024	100,000	7,896,882	11,660,992	19,657,874

The notes on pages 16 to 29 form part of these financial statements.

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£

Profit for the year	-	-	16,447,492	16,447,492
Dividends: Equity capital	-	-	(4,000,000)	(4,000,000)
Shares issued during the year	100,000	7,896,882	-	7,996,882
At 31 December 2023	100,000	7,896,882	12,447,492	20,444,374

The notes on pages 16 to 29 form part of these financial statements.

Page 13

AZEGO GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	318,024	9,203,000
Adjustments for:
Amortisation of intangible assets	-	(3,116,417)
Depreciation of tangible assets	192,458	223,440
Tangible assets on acquisition of subsidiary	-	(1,415,672)
Goodwill on acquisition of subsidiary	-	3,116,417
Profit on disposal of tangible assets	-	(96,591)
Interest paid	94	8,038
Taxation charge	198,189	1,687,565
Movement in deferred tax liability	(31,183)	128,280
Decrease/(increase) in stocks	903,587	(1,795,792)
(Increase) in debtors	(2,679,775)	(2,927,435)
(Decrease)/increase in creditors	(6,047,154)	8,443,090
Increase in investments	-	(20,390)
Corporation tax (paid)	(215,897)	(1,471,668)
Net cash generated from operating activities	(7,361,657)	11,965,865
Cash flows from investing activities
Purchase of tangible fixed assets	(61,373)	(151,883)
Sale of tangible fixed assets	-	819,334
Net cash from investing activities	(61,373)	667,451
Cash flows from financing activities
Issue of ordinary shares	-	7,996,882
Dividends paid	(1,200,000)	(4,000,000)
Interest paid	(94)	(8,038)
Net cash used in financing activities	(1,200,094)	3,988,844
Net (decrease)/increase in cash and cash equivalents	(8,623,124)	16,622,160
Cash and cash equivalents at beginning of year	16,622,160	-
Cash and cash equivalents at the end of year	7,999,036	16,622,160

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	7,999,036	16,622,160
	7,999,036	16,622,160

The notes on pages 16 to 29 form part of these financial statements.

Page 14

AZEGO GROUP HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	At 31 December 2024
£	£	£

Cash at bank and in hand	16,622,160	(8,623,124)	7,999,036
	16,622,160	(8,623,124)	7,999,036

The notes on pages 16 to 29 form part of these financial statements.

Page 15

AZEGO GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Azego Group Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 7, Ely Road, Theale, Reading, Berkshire, RG7 4BQ.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. The results of the subsidiaries are therefore included from the date of the reorganisation of the Group, being October 2022. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 04 October 2022.

A subsidiary is an entity controlled by the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the Group owns less than 50% of the voting power of an entity but controls the entity by virtue of an agreement with other investors which give control of the financial and operating policies of the entity it accounts for the entity as a subsidiary.
Any subsidiary undertakings sold or acquired during the period are included up to, or from, the dates of change of control.

2.3

Going concern

The Directors have considered the ability of the Group and Company to continue trading for the foreseeable future. This review has included cash flow forecasts and projections for at least twelve months from the date of signing the financial statements. Based on this review and taken together with existing financing facilities and cash position the Directors believe that the financial statements have been prepared appropriately on the going concern basis.

Page 16

AZEGO GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 17

AZEGO GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.7

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.8

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Negative goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition.
Negative goodwill is amortised on a straight-line basis to the consolidated profit and loss account over its useful economic life.
Negative goodwill is amortised back to the profit and loss account on a straight line basis over a 1 year period.

2.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 18

AZEGO GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property	-	2%	per annum
Long-term leasehold property	-	10%	per annum
Plant and machinery	-	25%	per annum
Motor vehicles	-	25%	per annum

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.11

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.12

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.13

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.14

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 19

AZEGO GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.16

Financial instruments

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

2.17

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the group's accounting policies, the directors are required to make judgments, 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 assuptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the reviesion affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Tangible fixed assets
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as the remaining life of the asset and projected disposal values.
Stock provision
The Group establishes provisions based on reasonable estimates. Factors considered in the determination of net realisable value are the ageing, category and condition of inventories, recent inventory utilisation and forecasts of projected inventory utilisation. Reviews of provisions held against damaged, obsolete and slow-moving inventory are carried out at least quarterly by management and these reviews require the application of judgment and estimates. Changes to these estimates could result in changes to the net valuation of inventory.
Bad debt provision
The Group establishes provisions based on reasonable estimates. The Group makes specific provisions when it is probable that complete recovery of amounts due from trade debtors will not be made. Reviews of provisions held against customer accounts are carried out at least quarterly by management who consider cash inflows, historic recoveries and market information.

Page 20

AZEGO GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Distribution of electronic equipment	13,406,825	48,411,449

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	8,574,377	35,860,614
Rest of the World	4,832,448	12,550,835
	13,406,825	48,411,449

5.	Other operating income
		2024	2023
		£	£

	Other operating income	-	97,308

Research & development charged as an expense	31,336	43,403
Exchange differences	(209,009)	(301,728)
Other operating lease rentals	157,908	173,889
Depreciation	192,458	223,440
Amortisation	-	(3,116,417)
Profit on sale of tangible assets	-	(96,591)

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

43,000

40,000

Page 21

AZEGO GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2024	2023
		£	£


Wages and salaries	1,777,263	2,702,110
Social security costs	204,721	383,841
Cost of defined contribution scheme	114,211	50,085
	2,096,195	3,136,036

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Average No. of Employees	40	37	2	2

Directors' emoluments	22,715	16,848
Group contributions to defined contribution pension schemes	-	40,000
	22,715	56,848

The Directors are considered to be the key management personnel.

10.	Income from investments
		2024	2023
		£	£

	Dividends received from unlisted investments	27,115	51,013

11.	Interest receivable
		2024	2023
		£	£

Bank interest receivable

604,000

396,677

Page 22

AZEGO GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Corporation tax
	Current tax on profits for the year	198,189	1,687,565

	Deferred tax
	Origination and reversal of timing differences	(31,183)	(186,153)


		167,006	1,501,412

Profit on ordinary activities before tax

485,030

10,704,412

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 26.24%)	121,258	2,808,758
Effects of:
Expenses not deductible for tax purposes	52,527	(502,705)
Capital allowances for year in excess of depreciation	-	(193,337)
Non-taxable income	(6,779)	(591,635)
Remeasurement of deferred tax for changes in tax rates	-	(11,016)
Other differences leading to an increase (decrease) in the tax charge	-	(8,653)
Total tax charge for the year	167,006	1,501,412

13.	Dividends
		2024	2023
		£	£

Dividends

1,200,000

4,000,000

Page 23

AZEGO GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Intangible assets
	Group

		Negative goodwill
		£
	Cost
	At 1 January 2024	(3,116,417)
	At 31 December 2024	(3,116,417)
	Amortisation
	At 1 January 2024	(3,116,417)
	At 31 December 2024	(3,116,417)
	Net book value
	At 31 December 2024	-
	At 31 December 2023	-

Page 24

AZEGO GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Tangible fixed assets
	Group

	Long-term leasehold property	Office equipment	Total
	£	£	£
Cost or valuation
At 1 January 2024	606,026	908,769	1,514,795
Additions	-	61,373	61,373
At 31 December 2024	606,026	970,142	1,576,168
Depreciation
At 1 January 2024	290,880	602,543	893,423
Charge for the year on owned assets	60,602	131,856	192,458
At 31 December 2024	351,482	734,399	1,085,881
Net book value
At 31 December 2024	254,544	235,743	490,287
At 31 December 2023	315,146	306,226	621,372

16.	Fixed asset investments
	Group

	Unlisted investments	Other fixed asset investments	Total
	£	£	£
Cost or valuation
At 1 January 2024	20,000	390	20,390
At 31 December 2024	20,000	390	20,390

Page 25

AZEGO GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Company

	Investments in subsidiary companies	Unlisted investments	Total
	£	£	£
Cost or valuation
At 1 January 2024	10,220,000	20,000	10,240,000
At 31 December 2024	10,220,000	20,000	10,240,000

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Class of shares	Holding

	Azego TS Limited	Ordinary	100%
	Vision Display Solutions Ltd	Ordinary	100%

Both subsidiaries share the same registered office as the parent company of Unit 7, Ely Road, Theale, Reading, Berkshire, United Kingdom, RG7 4BQ.

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

	Azego TS Limited	2,358,563	(204,355)
	Vision Display Solutions Ltd	521,469	108,879

17.	Stocks
		Group	Group
		2024	2023
		£	£

	Raw materials and consumables	892,205	1,795,792

Page 26

AZEGO GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Trade debtors	3,560,949	2,834,249	-	-
Amounts owed by group undertakings	-	-	474,408	-
Other debtors	1,814,776	100	1,814,676	-
Prepayments and accrued income	231,485	93,086	-	-
	5,607,210	2,927,435	2,289,084	-

19.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Cash at bank and in hand	7,999,036	16,622,160	7,266,623	10,263,412

20.	Creditors: amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Trade creditors	331,948	413,557	-	-
Amounts owed to related companies	328,613	661,395	-	-
Corporation tax	198,189	215,897	137,833	59,038
Other taxation and social security	378,913	265,725	-	-
Invoice finance facility	834,578	21,738	-	-
Other creditors	62,337	5,911,654	-	-
Accruals and deferred income	459,547	1,169,021	-	-
	2,594,125	8,658,987	137,833	59,038

Page 27

AZEGO GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Deferred taxation
	Group

	2024	2023
	£	£

At beginning of year	(128,280)	-
Charged to profit or loss	31,183	186,297
Arising on business combinations	-	(314,577)
At end of year	(97,097)	(128,280)

The provision for deferred taxation is made up as follows:
	Group	Group
	2024	2023
	£	£

	Accelerated capital allowances	(97,097)	(128,280)
		(97,097)	(128,280)

22.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

42,325 (2023 - 42,325) A Ordinary shares of £1.00 each	42,325	42,325
42,325 (2023 - 42,325) B Ordinary shares of £1.00 each	42,325	42,325
15,350 (2023 - 15,350) C Ordinary shares of £1.00 each	15,350	15,350

	100,000	100,000

23.

Reserves

Share premium account

The share premium account is used to record the aggregate amount or value of premiums paid when the Company's shares are issued at an amount in excess of nominal value.

Profit and loss account

The profit and loss account represents all accumulated profits available for distribution to members, less profits distributed as dividends.

Page 28

AZEGO GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

24.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £114,211 (2023: £50,085). Contributions totalling £2,476 (2023: £2,621) were payable to the fund at the balance sheet date.

25.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	98,233	99,860
Later than 1 year and not later than 5 years	251,320	344,203
	349,553	444,063

26.

Related party transactions

The Group is exempt under FRS 102 section 33.1A from disclosing related party transactions with entities that are part of the Group, where 100% of the voting rights are controlled within the Group. Balances due to members of the Group are disclosed in note 16.
At the balance sheet date, Azego TS Limited owed Azego TS Europe, a company which they hold a 5% shareholding in, £328,613 (2023: £661,395). This loan is interest free and repayable on demand.
Included within other debtors at the balance sheet date is an amount of £1,814,676 (2023: £5,861,746 included in other creditors) due from the Directors. These loans are interest free and repayable on demand.

27.	Controlling party

The ultimate controlling parties are the directors by virtue of their shareholding in Azego Group Holdings Limited. There is no single controlling party.

Page 29