REGISTERED NUMBER: 13481034 (England and Wales)

Group Strategic Report, Report of the Director and

Consolidated Financial Statements

for the Period 1 July 2023 to 31 December 2024

for

Kybotech Group Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTOR:

Mr E C Walton

REGISTERED OFFICE:

Claylands Enterprise Park

Dukeries Industrial Estate

Claylands Avenue

WORKSOP

Nottinghamshire

S81 7BQ

REGISTERED NUMBER:

13481034 (England and Wales)

AUDITORS:

Nicholsons Audit (Statutory Auditor)

Newland House

The Point

Weaver Road

LINCOLN

Lincolnshire

LN6 3QN

The director presents his strategic report of the company and the group for the period 1 July 2023 to 31 December 2024.

The Kybotech group consists of several entities that are all consolidated in this report.

The majority of business is done through a direct to consumer model with a heavy focus on the outdoor buildings sector where the company is a dominant player. The company also has a small portfolio of complementary brands in the bike and health space.

Financial Performance

Continuing operations

The group has performed well in its core activities generating an underlying EBITDA of £2,605,785 off sales of £43,298,975 despite operating within a challenging economic environment. Ongoing economic headwinds including persistent inflationary pressures, higher interest rates, supply chain disruptions, and a tight labour market are impacting both operating costs and customer demand. In addition, uncertainty in global markets has contributed to fluctuations in timber pricing and the availability of a core raw material.

The table below summarises the underlying financial performance.

31 December 2024

30 June 2023

18 months

12 months

Turnover

£43,298,975

£24,120,303

EBITDA

£2,605,785

£1,440,625

Net profit before tax

£1,572,472

£822,165

Net assets

£22,313,218

£20,651,627

The company continues to prioritise maintaining a robust balance sheet. Net assets at 31 December were £22.3m (2023: £20.7m). The increase in net assets was improved by revaluations to key investments, property and wood milling machinery.

Discontinued operations

In January 2023 the company purchased the assets and trade of a wood milling business operating in the East Riding that had been in a distressed position. After a period of intense turnaround activity it became apparent to management that the trade had suffered irreparable damage and In November 2024 a decision was made to wind down operations and relocate it to the groups site in Worksop where a restructuring plan could be more capably implemented. In that time losses of £2.5m had been made. The majority of these are shown in the accounts as discontinued operations being losses of the East Riding operation with the period to 30 June 2023 being restated to account for the losses in that period.

Future financial performance

Despite the challenges presented by the current economic climate management remains focused on its long-term objectives: maintaining operational efficiency, investing in sustainable growth, and protecting margins through prudent cost management.

In the first six months of the current financial year the company has seen an increase in like for like revenue and generated profits more than budgets. This has been delivered through an increase in market share and focus on developing margin. Management of working capital is essential to fund growth and management monitor this on an ongoing basis.

Principal Risks and Uncertainties

The company faces a range of external and operational risks, including economic uncertainty, rising costs, and supply chain disruption, all of which could impact margins and cash flow. Higher interest rates and tighter funding conditions present additional financial pressures, while talent shortages remain a challenge for sustaining growth. Regulatory requirements and increasing cyber security threats also add to the risk profile. The Directors and management team monitor these risks closely and has controls and contingency plans in place to mitigate them where possible.

Outlook

The company remains optimistic about the future and will continue to focus on cost discipline, strengthening the balance sheet, and pursuing opportunities that support sustainable long-term growth.

ON BEHALF OF THE BOARD:

Mr E C Walton - Director

30 September 2025

The director presents his report with the financial statements of the company and the group for the period 1 July 2023 to 31 December 2024.

DIVIDENDS

An interim dividend of 6970 per share was paid on 31 December 2024. The director recommends that no final dividend be paid.

The total distribution of dividends for the period ended 31 December 2024 will be £ 697,000 .

DIRECTOR

Mr E C Walton held office during the whole of the period from 1 July 2023 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

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

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

Mr E C Walton - Director

30 September 2025

Opinion

We have audited the financial statements of Kybotech Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's profit for the period then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures

in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

Based on our understanding of the company and its industry we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations and in identifying and assessing the risk of material misstatement in respect to non-compliance, our procedures included, but were not limited to:

- Inquiring of management and where appropriate those charge with governance as to whether the company is in compliance with laws and regulations.

- Inspecting correspondence, if any, with relevant licensing authorities.

- Communicating to our engagement team identified laws and regulations and remaining alert to any instances of non-compliance throughout our audit; and

- Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.

We also considered those laws and regulations which have a direct effect on the preparation of the financial statements such as tax legislation, the Companies Act 2006 and the reporting framework (FRS102).

Further to this, we evaluated the Directors' and managements incentives and opportunities for fraudulent manipulation of the financial statements including the risk of management override of controls and determined the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to property valuations, provisions around refunds, provisions around Returns Damages and Missing Items as well as estimates around the costs pertaining to revenue recognition and significant one off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:

- Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;

- Gaining an understanding of internal controls established to mitigate risks related to fraud;

- Discussing amongst the engagement team the risks of fraud; and

- Addressing the risks of fraud through management override of controls by performing journal entry testing.

- Testing of assumptions and reperforming calculations

- Conducting impairment reviews around properties held by the company.

- Sensitivity analysis around assumptions used

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

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

Use of our report

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

Steve Robinson (Senior Statutory Auditor)

for and on behalf of Nicholsons Audit (Statutory Auditor)

Newland House

The Point

Weaver Road

LINCOLN

Lincolnshire

LN6 3QN

30 September 2025

TURNOVER

43,298,975

620,582

43,919,557

Cost of sales

(34,336,127

)

(177,236

)

(34,513,363

)

GROSS PROFIT

8,962,848

443,346

9,406,194

Distribution costs

(221,654

)

-

(221,654

)

Administrative expenses

(7,325,179

)

(1,664,308

)

(8,989,487

)

1,416,015

(1,220,962

)

195,053

Other operating income

297,274

-

297,274

OPERATING PROFIT/(LOSS)

4

1,713,289

(1,220,962

)

492,327

Interest receivable and similar income

167,723

-

167,723

Gain/loss on revaluation of assets

106,606

-

106,606

Interest payable and similar expenses

5

(415,146

)

-

(415,146

)

PROFIT/(LOSS) BEFORE TAXATION

1,572,472

(1,220,962

)

351,510

Tax on profit/(loss)

6

332,081

-

332,081

PROFIT/(LOSS) FOR THE FINANCIAL PERIOD

1,904,553

(1,220,962

)

683,591

Profit/(loss) attributable to:

Owners of the parent

683,591

TURNOVER

24,120,303

758,029

24,878,332

Cost of sales

(18,171,017

)

(851,772

)

(19,022,789

)

GROSS PROFIT/(LOSS)

5,949,286

(93,743

)

5,855,543

Distribution costs

(220,798

)

-

(220,798

)

Administrative expenses

(5,122,846

)

(1,211,881

)

(6,334,727

)

605,642

(1,305,624

)

(699,982

)

Other operating income

216,522

-

216,522

OPERATING PROFIT/(LOSS)

4

822,164

(1,305,624

)

(483,460

)

Interest receivable and similar income

30,057

-

30,057

Gain/loss on revaluation of assets

116,024

-

116,024

Interest payable and similar expenses

5

(221,207

)

-

(221,207

)

PROFIT/(LOSS) BEFORE TAXATION

747,038

(1,305,624

)

(558,586

)

Tax on profit/(loss)

6

(296,589

)

-

(296,589

)

PROFIT/(LOSS) FOR THE FINANCIAL PERIOD

450,449

(1,305,624

)

(855,175

)

Profit/(loss) attributable to:

Owners of the parent

(855,175

)

PROFIT/(LOSS) FOR THE PERIOD

683,591

(855,175

)

OTHER COMPREHENSIVE INCOME

Revaluation

1,800,000

1,159,518

Deferred tax

(125,000

)

(483,004

)

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX

1,675,000

676,514

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

2,358,591

(178,661

)

Note

Prior year adjustment

9

(2,633,485

)

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

(274,894

)

Total comprehensive income attributable to:

Owners of the parent

(274,894

)

(178,661

)

FIXED ASSETS

Intangible assets

10

2,271,000

2,772,873

Tangible assets

11

14,662,864

12,683,385

Investments

12

4,703,690

4,164,967

21,637,554

19,621,225

CURRENT ASSETS

Stocks

13

8,950,406

11,126,604

Debtors

14

3,050,269

6,288,046

Cash at bank and in hand

21,826

641,208

12,022,501

18,055,858

CREDITORS

Amounts falling due within one year

15

9,232,513

14,833,668

NET CURRENT ASSETS

2,789,988

3,222,190

TOTAL ASSETS LESS CURRENT LIABILITIES

24,427,542

22,843,415

CREDITORS

Amounts falling due after more than one year

16

(109,121

)

(182,447

)

PROVISIONS FOR LIABILITIES

19

(2,005,204

)

(2,009,342

)

NET ASSETS

22,313,217

20,651,626

CAPITAL AND RESERVES

Called up share capital

20

100

100

Revaluation reserve

21

5,012,555

3,337,555

Merger reserve

21

18,091,555

18,091,555

Retained earnings

21

(790,993

)

(777,584

)

SHAREHOLDERS' FUNDS

22,313,217

20,651,626

The financial statements were approved by the director and authorised for issue on 30 September 2025 and were signed by:

Mr E C Walton - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

12,072,141

11,533,318

12,072,141

11,533,318

CURRENT ASSETS

Debtors

14

2,987,280

-

Cash at bank

30,869

33,072

3,018,149

33,072

CREDITORS

Amounts falling due within one year

15

7,312,311

3,660,251

NET CURRENT LIABILITIES

(4,294,162

)

(3,627,179

)

TOTAL ASSETS LESS CURRENT LIABILITIES

7,777,979

7,906,139

PROVISIONS FOR LIABILITIES

19

29,006

29,006

NET ASSETS

7,748,973

7,877,133

CAPITAL AND RESERVES

Called up share capital

20

100

100

Retained earnings

21

7,748,873

7,877,033

SHAREHOLDERS' FUNDS

7,748,973

7,877,133

Company's profit for the financial year

568,840

558,922

The financial statements were approved by the director and authorised for issue on 30 September 2025 and were signed by:

Mr E C Walton - Director

Called up

share

Retained

Revaluation

Merger

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 July 2022

100

872,029

2,661,041

18,091,555

21,624,725

Changes in equity

Dividends

-

(794,438

)

-

-

(794,438

)

Total comprehensive income

-

1,778,310

676,514

-

2,454,824

Balance at 30 June 2023

100

1,855,901

3,337,555

18,091,555

23,285,111

Prior year adjustment

-

(2,633,485

)

-

-

(2,633,485

)

As restated

100

(777,584

)

3,337,555

18,091,555

20,651,626

Changes in equity

Dividends

-

(697,000

)

-

-

(697,000

)

Total comprehensive income

-

683,591

1,675,000

-

2,358,591

Balance at 31 December 2024

100

(790,993

)

5,012,555

18,091,555

22,313,217

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 July 2022

100

8,112,549

8,112,649

Changes in equity

Dividends

-

(794,438

)

(794,438

)

Total comprehensive income

-

558,922

558,922

Balance at 30 June 2023

100

7,877,033

7,877,133

Changes in equity

Dividends

-

(697,000

)

(697,000

)

Total comprehensive income

-

568,840

568,840

Balance at 31 December 2024

100

7,748,873

7,748,973

Cash flows from operating activities

Cash generated from operations

1

2,055,169

(3,213,977

)

Interest paid

(415,146

)

(221,207

)

Tax paid

(743,658

)

-

Net cash from operating activities

896,365

(3,435,184

)

Cash flows from investing activities

Purchase of intangible fixed assets

(527

)

(2,047

)

Purchase of tangible fixed assets

(569,575

)

(179,321

)

Purchase of fixed asset investments

(4,484,373

)

(728,843

)

Sale of fixed asset investments

4,418,648

1,648,049

Interest received

167,723

30,057

Net cash from investing activities

(468,104

)

767,895

Cash flows from financing activities

New loans in year

-

1,314,719

Loan repayments in year

(2,015,393

)

-

Capital repayments in year

-

(5,439

)

Amount introduced by directors

387,750

419,938

Amount withdrawn by directors

(385,049

)

76,834

Equity dividends paid

(697,000

)

(794,438

)

Net cash from financing activities

(2,709,692

)

1,011,614

Decrease in cash and cash equivalents

(2,281,431

)

(1,655,675

)

Cash and cash equivalents at beginning of period

2

(162,157

)

1,493,518

Cash and cash equivalents at end of period

2

(2,443,588

)

(162,157

)

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1.7.23

to

Year Ended

31.12.24

30.6.23

as

restated

£

£

Profit/(loss) before taxation

351,510

(558,586

)

Depreciation charges

892,496

619,353

Profit on disposal of fixed assets

(366,391

)

(145,199

)

Gain on revaluation of fixed assets

(106,606

)

(116,024

)

(Increase)/Decrease in provisions

(124,679

)

(17,518

)

Finance costs

415,146

221,207

Finance income

(167,723

)

(30,057

)

893,753

(26,824

)

Decrease/(increase) in stocks

2,176,198

(2,454,716

)

Decrease/(increase) in trade and other debtors

3,235,076

(2,590,628

)

(Decrease)/increase in trade and other creditors

(4,249,858

)

1,858,191

Cash generated from operations

2,055,169

(3,213,977

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 31 December 2024

31.12.24

1.7.23

£

£

Cash and cash equivalents

21,826

641,208

Bank overdrafts

(2,465,414

)

(803,365

)

(2,443,588

)

(162,157

)

Year ended 30 June 2023

30.6.23

1.7.22

as restated

£

£

Cash and cash equivalents

641,208

1,601,099

Bank overdrafts

(803,365

)

(107,581

)

(162,157

)

1,493,518