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2023-12-31
COMPANY REGISTRATION NUMBER: 11347705

AVSL Group (Holdings) Limited and Subsidiaries

Consolidated Financial Statements

31 December 2024

AVSL Group (Holdings) Limited and Subsidiaries

Financial Statements

Year ended 31 December 2024

Contents | Page

Strategic report | 1

Directors' report | 2

Independent auditor's report to the members | 4

Consolidated statement of income and retained earnings | 8

Company statement of income and retained earnings | 9

Consolidated statement of financial position | 10

Company statement of financial position | 11

Consolidated statement of cash flows | 12

Notes to the financial statements | 13

AVSL Group (Holdings) Limited and Subsidiaries

Strategic Report

Year ended 31 December 2024
Business review
The principal activity of the company during the year was that of a holding company. The principal activity of the group was that of importers and wholesale distributors of consumer electronics. Despite adverse trading conditions sales have remained steady with an increase in turnover of 3.6% from the previous year, and gross profit margin remains high at 41.7% from 39.2% in the previous year. Net overhead costs have increased by 8.3%, however given the increase in sales and gross profit there is an increase of pre-tax profits from £1,538,280 in 2023 to £1,776,852 in the current year. After corporation tax group net assets have increased by 2% to £8,771,867. The directors are of the opinion that the group is in a good financial position to meet the future demands and needs of its customers as well as controlling its overheads in the year ahead.
Financial risk management objectives and policies
a) Interest rate risk: the group borrows at both fixed and floating rates of interest. The policy of the group is that the Board will continue to monitor this position to ensure that the interest rate risk is appropriate to the group's business. b) Liquidity and cash flow risk: the objective of the group is to maintain a balance between continuity of funding and flexibility by the use of fixed loans, bank overdrafts and invoice discounting. c) Foreign currency risk: the objective of the group is to minimise the exposure to exchange rate movements through the use of forward contracts and letters of credit. d) Cost Inflation & Market Volatility: The company continues to monitor and manage cost pressures, ensuring profitability remains robust despite inflationary trends.
This report was approved by the board of directors on 18 November 2025 and signed on behalf of the board by:

Mr P Williams
Director

Registered office:
Unit 2, Bridgewater Park
Taylor Road
Trafford Park
Manchester
M41 7JQ

AVSL Group (Holdings) Limited and Subsidiaries

Directors' Report

Year ended 31 December 2024
The directors present their report and the financial statements of the group for the year ended 31 December 2024 .
Directors
The directors who served the company during the year were as follows:

B. Kelly |
C. Kelly |

The following directors were appointed after the year end: P Williams (14 May 2025) S M Smith (31 October 2025) J R T Lewis (31 October 2025) A Field (31 October 2025)
Dividends
Particulars of recommended dividends are detailed in note 11 to the financial statements.
Events after the end of the reporting period
Particulars of events after the reporting date are detailed in note 27 to the financial statements.
Disclosure of information in the strategic report
In accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors Report) Regulations 2013 the group has chosen to include the strategic report information as required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. The information in this report covers the Business Review and Financial Risk Management and Objectives.
Directors' responsibilities statement
The directors are responsible for preparing the directors' report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law the directors have elected to prepare the consolidated 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 consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the consolidated financial statements on the going concern basis unless it is inappropriate to presume that the group and the The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and company's transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the consolidated financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of of fraud and other irregularities. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.
This report was approved by the board of directors on 18 November 2025 and signed on behalf of the board by:

Mr P Williams
Director

Registered office:
Unit 2, Bridgewater Park
Taylor Road
Trafford Park
Manchester
M41 7JQ

AVSL Group (Holdings) Limited and Subsidiaries

Independent Auditor's Report to the Members of AVSL Group (Holdings) Limited and Subsidiaries

Year ended 31 December 2024
Opinion
We have audited the consolidated financial statements of AVSL Group (Holdings) Limited and Subsidiaries (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the consolidated statement of income and retained earnings, company statement of income and retained earnings, consolidated statement of financial position, company statement of financial position, consolidated statement of cash flows 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the consolidated 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; - 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 are described below. We have fulfilled our ethical responsibilities under, and are independent of the group and company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate 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 consolidated financial statements and our auditor's report thereon. The directors are responsible for the other information. Our opinion on the consolidated 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 consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated 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 there is a material misstatement in the consolidated financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report 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 strategic report and the directors' report for the financial year for which the consolidated financial statements are prepared is consistent with the consolidated financial statements; and
- the 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 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, the directors are responsible for the preparation of the consolidated 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 consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated 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.
Auditor's 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 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: - Enquiries with management, about any known or suspected instances of non-compliance with laws and regulations and fraud. - Auditing the risk of management of override controls, including through testing journal entries and other adjustments for appropriateness. - Challenging assumptions and judgments made by management in their significant accounting estimates. Because of the field in which the client operates, we identified that employment law, health and safety legislation and compliance with the UK Companies Act are most likely to have a material impact on the financial statements. Owing to the inherent limitations of an audit, there's an unavoidable risk that some material misstatements in the consolidated financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK). For instance, the further removed non-compliances are from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

Andrew Wadsworth FCCA
(Senior Statutory Auditor)

For and on behalf of
Edwards Veeder (UK) Limited
Chartered accountants & statutory auditor
4 Broadgate
Broadway Business Park
Chadderton
Oldham
OL9 9XA

18 November 2025

AVSL Group (Holdings) Limited and Subsidiaries

Consolidated Statement of Income and Retained Earnings

Year ended 31 December 2024

| 2024 | 2023
Note | £ | £
Turnover | 4 | 14,215,516 | 13,722,610

Cost of sales | 8,291,233 | 8,340,493
| ------------- | -------------
Gross profit | 5,924,283 | 5,382,117

Distribution costs | 489,590 | 426,477
Administrative expenses | 3,657,841 | 3,401,656
|  | ------------ | ------------
Operating profit | 5 | 1,776,852 | 1,553,984

Interest payable and similar expenses | 9 | – | 15,704
| ------------ | ------------
Profit before taxation | 1,776,852 | 1,538,280

Tax on profit | 10 | 494,862 | 411,379
| ------------ | ------------
Profit for the financial year and total comprehensive income | 1,281,990 | 1,126,901
| ------------ | ------------

Dividends paid and payable | 11 | ( 1,111,500) | ( 1,111,500)

Retained earnings at the start of the year | 3,201,377 | 3,185,976
| ------------ | ------------
Retained earnings at the end of the year | 3,371,867 | 3,201,377
| ------------ | ------------

All the activities of the group are from continuing operations.

AVSL Group (Holdings) Limited and Subsidiaries

Company Statement of Income and Retained Earnings

Year ended 31 December 2024

| 2024 | 2023
Note | £ | £
Profit for the financial year and total comprehensive income | 1,111,500 | 1,111,500
Dividends paid and payable | 11 | ( 1,111,500) | ( 1,111,500)

Retained earnings at the start of the year | 954 | 954
| ------------ | ------------
Retained earnings at the end of the year | 954 | 954
| ------------ | ------------

AVSL Group (Holdings) Limited and Subsidiaries

Consolidated Statement of Financial Position

31 December 2024

| 2024 | 2023
Note | £ | £

Fixed assets

Intangible assets | 12 | 2,666,957 | 2,863,298
Tangible assets | 13 | 111,091 | 125,113
| ------------ | ------------
| 2,778,048 | 2,988,411

Current assets

Stocks | 15 | 4,434,416 | 3,842,036
Debtors | 16 | 3,552,008 | 3,504,404
Cash at bank and in hand | 624,045 | 216,899
| ------------ | ------------
| 8,610,469 | 7,563,339

Creditors: amounts falling due within one year | 18 | 2,615,073 | 1,947,152
| ------------ | ------------
Net current assets | 5,995,396 | 5,616,187
| ------------ | ------------
Total assets less current liabilities | 8,773,444 | 8,604,598

Provisions | 19 | 1,577 | 3,221
| ------------ | ------------
Net assets | 8,771,867 | 8,601,377
| ------------ | ------------

Capital and reserves

Called up share capital | 22 | 100 | 100
Share premium account | 23 | 5,399,900 | 5,399,900
Profit and loss account | 23 | 3,371,867 | 3,201,377
| ------------ | ------------
Shareholders funds | 8,771,867 | 8,601,377
| ------------ | ------------

These financial statements were approved by the board of directors and authorised for issue on 18 November 2025 , and are signed on behalf of the board by:

Mr P Williams
Director

Company registration number: 11347705

AVSL Group (Holdings) Limited and Subsidiaries

Company Statement of Financial Position

31 December 2024

| 2024 | 2023
Note | £ | £

Fixed assets

Investments | 14 | 7,557,229 | 7,557,229

Current assets

Cash at bank and in hand | 100 | 60

Creditors: amounts falling due within one year | 18 | 2,156,375 | 2,156,335
| ------------ | ------------
Net current liabilities | 2,156,275 | 2,156,275
| ------------ | ------------
Total assets less current liabilities | 5,400,954 | 5,400,954
| ------------ | ------------

Capital and reserves

Called up share capital | 22 | 100 | 100
Share premium account | 23 | 5,399,900 | 5,399,900
Profit and loss account | 23 | 954 | 954
| ------------ | ------------
Shareholders funds | 5,400,954 | 5,400,954
| ------------ | ------------

The profit for the financial year of the parent company was £ 1,111,500 (2023: £ 1,111,500 ).
These financial statements were approved by the board of directors and authorised for issue on 18 November 2025 , and are signed on behalf of the board by:

Mr P Williams
Director

Company registration number: 11347705

AVSL Group (Holdings) Limited and Subsidiaries

Consolidated Statement of Cash Flows

Year ended 31 December 2024

| 2024 | 2023
Note | £ | £

Cash flows from operating activities

Profit for the financial year | 1,281,990 | 1,126,901

Adjustments for: |  |
Depreciation of tangible assets | 27,544 | 24,685
Amortisation of intangible assets | 196,341 | 196,341
Interest payable and similar expenses | – | 15,704
Tax on profit | 494,862 | 411,379
Accrued (income)/expenses | ( 84,175) | 32,136

Changes in: |  |
Stocks | ( 592,380) | 184,199
Trade and other debtors | ( 47,604) | ( 113,364)
Trade and other creditors | 894,892 | ( 428,952)
| ------------ | ------------
Cash generated from operations | 2,171,470 | 1,449,029

Interest paid | – | ( 15,704)
Tax paid | ( 638,705) | ( 276,930)
| ------------ | ------------
Net cash from operating activities | 1,532,765 | 1,156,395
| ------------ | ------------

Cash flows from investing activities

Purchase of tangible assets | ( 13,522) | ( 29,088)
| ------------ | ------------
Net cash used in investing activities | ( 13,522) | ( 29,088)
| ------------ | ------------

Cash flows from financing activities

Dividends paid | ( 1,111,500) | ( 1,111,500)
| ------------ | ------------
Net cash used in financing activities | ( 1,111,500) | ( 1,111,500)
| ------------ | ------------

Net increase in cash and cash equivalents | 407,743 | 15,807
Cash and cash equivalents at beginning of year | 216,302 | 200,495
|  | --------- | ---------
Cash and cash equivalents at end of year | 17 | 624,045 | 216,302
|  | --------- | ---------

AVSL Group (Holdings) Limited and Subsidiaries

Notes to the Financial Statements

Year ended 31 December 2024
1. General information
The parent company is a private company limited by shares, registered in England and Wales. The address of the registered office is Unit 2, Bridgewater Park, Taylor Road, Trafford Park, Manchester, M41 7JQ.
2. Statement of compliance
These consolidated financial statements have been prepared in accordance with the provisions of FRS 102,'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'. There were no material departures from that standard.
3. Accounting policies
Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis. The consolidated financial statements are prepared in sterling, which is the functional currency of the entity.
Disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102: (a) No cash flow statement has been presented for the parent company.
Consolidation
The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 31 December 2024. 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 powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary. Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements. Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively. Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified. accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities. All intra-group transactions, balances, income and expenses are eliminated on consolidation. Adjustments are made to eliminate the profit or loss arising on transactions with associates to the extent of the group’s interest in the entity. The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not included its individual statement of comprehensive income.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant judgements There are no judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies that have a significant effect on the amounts recognised in the financial statements. Key sources of estimation uncertainty Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: The value and estimated useful life of goodwill on acquisition carried in the accounts. At 31 December 2024 this had a net book value of £2,666,957.
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable from the import and wholesale distribution of consumer electronics, stated net of discounts and of exclusive of Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, usually on despatch of the goods, the amount of revenue can be measured reliably, it is probable that the associated economic benefits will flow to the entity, and the costs incurred or to be incurred in respect of the transactions can be measured reliably.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
Operating leases
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.
Goodwill
Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

| Goodwill | - | Over useful life

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

| Leasehold Property Improvements | - | 15% reducing balance
| Warehouse Equipment | - | 20% reducing balance
| Motor Vehicles | - | 25% reducing balance
| Office Fixtures and Equipment | - | 25 % reducing balance

Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Stocks
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition. Cost is determined on the first-in, first-out (FIFO) method. Cost includes the purchase price, including taxes and duties and transport and handling directly attributable to bringing the stock to its present location and condition. At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.
Financial instruments
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
Employee benefits
The group provides a range of benefits to employees, including annual bonus arrangements, paid holiday arrangements and defined contribution pension plans. i. Short term benefits Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received. ii. Defined contribution pension plans The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations. The contributions are recognised as an expense when they are due. Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.
Related party transactions
The group discloses transactions with related parties which are not wholly owned within the same group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the group financial statements.
4. Turnover
Turnover arises from:

| 2024 | 2023
| £ | £
Sale of goods | 14,215,516 | 13,722,610
| ------------- | -------------

The turnover is attributable to the one principal activity of the group. An analysis of turnover by the geographical markets that substantially differ from each other is given below:

| 2024 | 2023
| £ | £
United Kingdom | 12,436,143 | 11,628,687
Overseas | 1,779,373 | 2,093,923
| ------------- | -------------
| 14,215,516 | 13,722,610
| ------------- | -------------

5. Operating profit
Operating profit or loss is stated after charging/crediting:

| 2024 | 2023
| £ | £
Amortisation of intangible assets | 196,341 | 196,341
Depreciation of tangible assets | 27,544 | 24,685
Impairment of trade debtors | (3,373) | 8,291
| --------- | ---------

6. Auditor's remuneration

| 2024 | 2023
| £ | £
Fees payable for the audit of the financial statements | 25,700 | 24,000
| -------- | --------

Fees payable to the company's auditor and its associates for other services:

Other non-audit services | 44,603 | 18,140
| -------- | --------

7. Staff costs
The average number of persons employed by the group during the year, including the directors, amounted to:

| 2024 | 2023
| No. | No.
Distribution staff | 11 | 11
Administrative staff | 24 | 25
Management staff | 6 | 6
| ---- | ----
| 41 | 42
| ---- | ----

The aggregate payroll costs incurred during the year, relating to the above, were:

| 2024 | 2023
| £ | £
Wages and salaries | 1,752,445 | 1,683,309
Social security costs | 183,039 | 175,548
Other pension costs | 94,908 | 65,621
| ------------ | ------------
| 2,030,392 | 1,924,478
| ------------ | ------------

8. Directors' remuneration
The directors' aggregate remuneration in respect of qualifying services was:

| 2024 | 2023
| £ | £
Remuneration | 482,846 | 474,607
Company contributions to defined contribution pension plans | 26,775 | 23,838
| --------- | ---------
| 509,621 | 498,445
| --------- | ---------

The number of directors who accrued benefits under company pension plans was as follows:

| 2024 | 2023
| No. | No.
Defined contribution plans | 6 | 6
| ---- | ----

Remuneration of the highest paid director in respect of qualifying services:

| 2024 | 2023
| £ | £
Aggregate remuneration | 137,713 | 124,497
Company contributions to defined contribution pension plans | 13,771 | 11,114
| --------- | ---------
| 151,484 | 135,611
| --------- | ---------

9. Interest payable and similar expenses

| 2024 | 2023
| £ | £
Other interest payable and similar charges | – | 15,704
| ---- | --------

10. Tax on profit
Major components of tax expense

| 2024 | 2023
| £ | £

Current tax:

UK current tax income | 496,506 | 409,177

Deferred tax:

Origination and reversal of timing differences | ( 1,644) | 2,202
| --------- | ---------
Tax on profit | 494,862 | 411,379
| --------- | ---------

Reconciliation of tax expense
The tax assessed on the profit on ordinary activities for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25 % (2023: 25 %).

| 2024 | 2023
| £ | £
Profit on ordinary activities before taxation | 1,776,852 | 1,538,280
| ------------ | ------------
Profit on ordinary activities by rate of tax | 493,294 | 384,570
Adjustment to tax charge in respect of prior periods | – | ( 25,737)
Effect of expenses not deductible for tax purposes | 1,448 | 2,148
Effect of capital allowances and depreciation | 1,764 | ( 889)
Deferred tax | (1,644) | 2,202
Goodwill | – | 49,085
| ------------ | ------------
Tax on profit | 494,862 | 411,379
| ------------ | ------------

11. Dividends
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year):

| 2024 | 2023
| £ | £
Dividends on ordinary class A equity shares | 1,111,500 | 1,111,500
| ------------ | ------------

12. Intangible assets

Group | Goodwill
| £
Cost |
At 1 January 2024 and 31 December 2024 | 3,931,312
| ------------
Amortisation |
At 1 January 2024 | 1,068,014
Charge for the year | 196,341
| ------------
At 31 December 2024 | 1,264,355
| ------------
Carrying amount |
At 31 December 2024 | 2,666,957
| ------------
At 31 December 2023 | 2,863,298
| ------------

The company has no intangible assets.
13. Tangible assets

Group | Long leasehold property | Warehouse equipment | Motor vehicles | Equipment | Total
| £ | £ | £ | £ | £
Cost |  |  |  |  |
At 1 January 2024 | 65,660 | 107,393 | 8,017 | 132,103 | 313,173
Additions | – | – | – | 13,522 | 13,522
| -------- | --------- | ------- | --------- | ---------
At 31 December 2024 | 65,660 | 107,393 | 8,017 | 145,625 | 326,695
| -------- | --------- | ------- | --------- | ---------
Depreciation |  |  |  |  |
At 1 January 2024 | 27,644 | 68,675 | 6,114 | 85,627 | 188,060
Charge for the year | 6,566 | 7,744 | 475 | 12,759 | 27,544
| -------- | --------- | ------- | --------- | ---------
At 31 December 2024 | 34,210 | 76,419 | 6,589 | 98,386 | 215,604
| -------- | --------- | ------- | --------- | ---------
Carrying amount |  |  |  |  |
At 31 December 2024 | 31,450 | 30,974 | 1,428 | 47,239 | 111,091
| -------- | --------- | ------- | --------- | ---------
At 31 December 2023 | 38,016 | 38,718 | 1,903 | 46,476 | 125,113
| -------- | --------- | ------- | --------- | ---------

The company has no tangible assets.
14. Investments
The group has no investments.

Company | Shares in group undertakings
| £
Cost |
At 1 January 2024 and 31 December 2024 | 7,557,229
| ------------
Impairment |
At 1 January 2024 and 31 December 2024 | –
| ------------

Carrying amount |
At 1 January 2024 and 31 December 2024 | 7,557,229
| ------------
At 31 December 2023 | 7,557,229
| ------------

Subsidiaries, associates and other investments
Details of the investments in which the parent company has an interest of 20% or more are as follows:

| Class of share | Percentage of shares held
Subsidiary undertakings |  |
AVSL Group Limited | Ordinary | 100
AVSL (HK) Ltd | Ordinary | 100
AVSL Asia Ltd | Ordinary | 100
Mercury Telecraft Distribution Limited | Ordinary | 100
AVSL Hong Kong Limited | Ordinary | 100

All the subsidiaries are registered in England and Wales, except for AVSL Hong Kong Limited which is registered in Hong Kong.
The registered office of all subsidiaries registered in England and Wales is:
Unit 2, Bridgewater Park
Taylor Road
Trafford Park
Manchester
M41 7JQ
AVSL Group Limited is an importer and wholesale distributor of consumer electronics.
All other subsidiary companies are dormant.
15. Stocks

| Group | Company
| 2024 | 2023 | 2024 | 2023
| £ | £ | £ | £
Raw materials and consumables | 4,434,416 | 3,842,036 | – | –
| ------------ | ------------ | ---- | ----

16. Debtors

| Group | Company
| 2024 | 2023 | 2024 | 2023
| £ | £ | £ | £
Trade debtors | 2,866,798 | 2,759,981 | – | –
Prepayments and accrued income | 177,278 | 125,991 | – | –
Directors loan account | 437,212 | 455,579 | – | –
Other debtors | 70,720 | 162,853 | – | –
| ------------ | ------------ | ---- | ----
| 3,552,008 | 3,504,404 | – | –
| ------------ | ------------ | ---- | ----

17. Cash and cash equivalents
Cash and cash equivalents comprise the following:

| 2024 | 2023
| £ | £
Cash at bank and in hand | 624,045 | 216,899
Bank overdrafts | – | ( 597)
| --------- | ---------
| 624,045 | 216,302
| --------- | ---------

18. Creditors: amounts falling due within one year

| Group | Company
| 2024 | 2023 | 2024 | 2023
| £ | £ | £ | £
Bank loans and overdrafts | – | 597 | – | –
Trade creditors | 1,052,558 | 960,510 | – | –
Amounts owed to group undertakings | – | – | 2,156,375 | 2,156,335
Accruals and deferred income | 411,087 | 495,262 | – | –
Corporation tax | 268,529 | 410,728 | – | –
Social security and other taxes | 144,236 | 112,118 | – | –
Invoice discounting loan | 738,663 | (32,063) | – | –
| ------------ | ------------ | ------------ | ------------
| 2,615,073 | 1,947,152 | 2,156,375 | 2,156,335
| ------------ | ------------ | ------------ | ------------

The following liabilities disclosed under creditors falling due within one year are secured:
Group
Bank loans and overdrafts - £Nil (2023: £597)
Invoice discounting loan - £738,663 (2023: £32,063 debtit)
The bank loans and overdrafts are secured by a fixed and floating charge over the assets of the group.
The invoice discounting loan is secured by a charge over trade debtors.
Company
The company has no bank loans or overdrafts.
19. Provisions

Group | Deferred tax (note 20)
| £
At 1 January 2024 | 3,221
Charge against provision | ( 1,644)
| -------
At 31 December 2024 | 1,577
| -------

The company does not have any provisions.
20. Deferred tax
The deferred tax included in the statement of financial position is as follows:

| Group | Company
| 2024 | 2023 | 2024 | 2023
| £ | £ | £ | £
Included in provisions (note 19) | 1,577 | 3,221 | – | –
| ------- | ------- | ---- | ----

The deferred tax account consists of the tax effect of timing differences in respect of:

| Group | Company
| 2024 | 2023 | 2024 | 2023
| £ | £ | £ | £
Accelerated capital allowances | 1,577 | 3,221 | – | –
| ------- | ------- | ---- | ----

21. Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 68,133 (2023: £ 41,783 ).
22. Called up share capital
Issued, called up and fully paid

| 2024 | 2023
| No. | £ | No. | £
Ordinary class A shares of £ 0.01 each | 10,000 | 100 | 10,000 | 100
Ordinary Class B shares of £ 0.01 each | 1 | – | 1 | –
| -------- | ---- | -------- | ----
| 10,001 | 100 | 10,001 | 100
| -------- | ---- | -------- | ----

23. Reserves
Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs. Profit and loss account - This reserve records retained earnings and accumulated losses.
24. Analysis of changes in net debt

| At 1 Jan 2024 | Cash flows | At 31 Dec 2024
| £ | £ | £
Cash at bank and in hand | 216,899 | 407,146 | 624,045
Bank overdrafts | (597) | 597 | –
| --------- | --------- | ---------
| 216,302 | 407,743 | 624,045
| --------- | --------- | ---------

25. Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:

| Group | Company
| 2024 | 2023 | 2024 | 2023
| £ | £ | £ | £
Not later than 1 year | 443,297 | 394,052 | – | –
Later than 1 year and not later than 5 years | 824,700 | 1,039,200 | – | –
| ------------ | ------------ | ---- | ----
| 1,267,997 | 1,433,252 | – | –
| ------------ | ------------ | ---- | ----

AVSL Group (Holdings) Limited and Subsidiaries

Notes to the Financial Statements (continued)

Year ended 31 December 2024
26. Contingencies
Group a) Counter Indemnity re guarantee in favour of HM Customs & Excise for £23,400 (2023: £23,400). b) Counter Indemnity re guarantee in favour of Damco Sea & Air for $7,772 (2023: $7,772). Company a) Unlimited multilateral guarantee dated 1 August 2018 in favour of AVSL Group Limited.
27. Events after the end of the reporting period
On 31 October 2025, the shareholders sold 100% of their shares in the Company to MC Newco Limited. The new owners have indicated their intention to continue operations under existing management.
28. Directors' advances, credits and guarantees
During the year the directors entered into the following advances and credits with the company and its subsidiary undertakings:

| 2024
|  | Balance brought forward | Advances/ (credits) to the directors | Balance outstanding
|  | £ | £ | £
| B. Kelly | 455,579 | ( 18,365) | 437,214
|  | --------- | -------- | ---------

| 2023
|  | Balance brought forward | Advances/ (credits) to the directors | Balance outstanding
|  | £ | £ | £
| B. Kelly | 606,602 | ( 151,023) | 455,579
|  | --------- | --------- | ---------

Since the year end the loan has been repaid. The maximum overdrawn balances during the year were as follows: B Kelly £437,212 (2023: £455,579). The directors' loans are unsecured, interest free and repayable on demand.
29. Related party transactions
Group
During the year £1,111,500 (2023: £1,111,500) dividends were paid to the shareholders.
Company
During the year £1,111,500 (2023: £1,111,500) dividends were paid to the shareholders. During the year the company received dividend income of £1,111,500 (2023: £1,111,500) from AVSL Group Limited.
30. Controlling party
B. Kelly has had overall control of the company and group throughout the current and prior year. B. Kelly is the managing director and a shareholder of the company.