ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Registered number: 02227183

COMLINE AUTO PARTS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

COMLINE AUTO PARTS LIMITED

COMPANY INFORMATION

Directors	M C Kamdar
	A D Kamdar
	D M Kamdar
	I D Kamdar
	S D Kamdar
	N K Popat


Company secretary	D M Kamdar


Registered number	02227183


Registered office	Unit 4a
	Bedford Commercial Park
	Swallow Way
	Wootton
	Bedford
	MK43 9ST


Independent auditor	MHA
	Building 4
	Foundation Park
	Roxborough Way
	Maidenhead
	SL6 3UD

COMLINE AUTO PARTS LIMITED

CONTENTS

	Page
Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditor's Report	5 - 8
Statement of Comprehensive Income	9
Balance Sheet	10
Statement of Changes in Equity	11
Notes to the Financial Statements	12 - 29

COMLINE AUTO PARTS LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2025

Introduction

The principal activity of the Company is the sale of branded automotive spare parts for the UK and European car market.

Business review

The Company has had a very successful year and has demonstrated sales growth across all business units due to strong demand with sales increasing to £32m (2024 - £30.6m), along with margin growth due to the improved freight prices.

During the year the Company finished relocating its UK headquarters and warehouse to a new facility which included a large investment in a warehouse automation system. This has resulted in significant one-off exceptional costs incurred as part of the move. The Directors considered this to be a necessary move to maximise the Group’s ability to service its customers for the anticipated future growth of the UK business. No further exceptional costs are expected after the year end date.
The Directors are pleased to report a strong result with operating profits of £3.1m before exceptional costs (2024 - £2.1m). The balance sheet remains strong with net assets at £7.1m (2024 - £7.5m).
The Directors consider the Company to be in a strong position to take advantage of the counter cyclical nature of the automotive aftermarket in recessionary times. Looking ahead, the Directors forecast continued demand growth in the industry for the foreseeable future, proven by the strong demand of the period between the year end and the signing date. Given this, the Directors are very confident and comfortable with the state of the business and its prospects for the future.

Principal risks and uncertainties

Competition
The Directors consider that the Company can compete effectively in the current environment in its target market. The Company's ability to stabilise costs in a competitive environment will protect it against aggressive price reductions by competitors to gain market share. The Company will continue to compete on the basis of quality and service rather than price.
Foreign currency risk
The Company is exposed to adverse exchange rate movements, particularly in the current economic climate. The Directors seek to manage this as far as possible through the application of existing fore mitigation strategies. Although this can only act in mitigation, the risk can be effectively managed.
Credit risk
The uncertain economic climate continues to give rise to a higher than usual bad debt risk. The Directors seek to mitigate this by adherence to the Company's robust credit control procedures. All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are reviewed on a regular basis and a provision is made for doubtful debts when necessary.
IT Security
The Directors attach high priority to managing the risks posed by IT security breaches, including a review of cybersecurity and General Data Protection Regulation (GDPR) compliance.

Page 1

COMLINE AUTO PARTS LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Financial key performance indicators

The Directors use both financial and non-financial performance indicators in order to monitor the performance of the business.

Other key performance indicators

The Directors also use non-financial performance indicators to monitor the performance of the business. The Company continues to monitor customer satisfaction and supplier relationships throughout the year.

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

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

S D Kamdar

Director

Date: 30 November 2025

Page 2

COMLINE AUTO PARTS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2025

The Directors present their report and the financial statements for the year ended 31 March 2025.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.

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

∙select suitable accounting policies for the Company's financial statements 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 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 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 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 £162,701 (2024 - £1,019,642).

The Directors have recommended a dividend of £200,000 (2024 - £500,000).

Directors

The Directors who served during the year were:

M C Kamdar

A D Kamdar

D M Kamdar

I D Kamdar

S D Kamdar

N K Popat

Page 3

COMLINE AUTO PARTS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Disclosure of information to auditor

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's auditor is 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's auditor is aware of that information.

Auditor

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.

MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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

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

S D Kamdar

Director

Date: 30 November 2025

Page 4

COMLINE AUTO PARTS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COMLINE AUTO PARTS LIMITED

Opinion

We have audited the financial statements of Comline Auto Parts Limited (the 'Company') for the year ended 31 March 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 March 2025 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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

COMLINE AUTO PARTS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COMLINE AUTO PARTS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

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

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

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

∙certain disclosures of 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 Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 6

COMLINE AUTO PARTS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COMLINE AUTO PARTS LIMITED (CONTINUED)

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:

enquiry of management, those charged with governance around actual and potential litigation and claims;

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 Auditor's Report.

Page 7

COMLINE AUTO PARTS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COMLINE AUTO PARTS LIMITED (CONTINUED)

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.

Katharine Arnott BSc FCA (Senior Statutory Auditor)

for and on behalf of

MHA

Statutory Auditor

Maidenhead, United Kingdom

4 December 2025

Page 8

COMLINE AUTO PARTS LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2025

		As restated
	2025	2024
Note	£	£


Turnover	4	32,013,890	30,579,935
Cost of sales		(17,844,987)	(18,261,408)
Gross profit		14,168,903	12,318,527
Distribution costs		(3,498,186)	(2,776,736)
Administrative expenses		(8,890,388)	(8,891,213)
Exceptional administrative expenses		(1,599,344)	(967,009)
Other operating income	5	1,342,975	1,437,132
Operating profit	6	1,523,960	1,120,701
Interest receivable and similar income		25,029	221
Interest payable and similar expenses	11	(1,268,750)	(640,919)
Profit before tax		280,239	480,003
Tax on profit	12	(117,538)	539,639
Profit for the financial year		162,701	1,019,642

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 12 to 29 form part of these financial statements.

Page 9

COMLINE AUTO PARTS LIMITED

REGISTERED NUMBER: 02227183

BALANCE SHEET

AS AT 31 MARCH 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	14		-		7,311
Tangible assets	15		5,241,788		4,236,521
			5,241,788		4,243,832
Current assets
Stocks	16	12,163,930		10,234,293
Debtors: amounts falling due within one year	17	11,663,552		13,760,176
Cash at bank and in hand	18	171,887		208,099
		23,999,369		24,202,568
Creditors: amounts falling due within one year	19	(18,596,727)		(20,763,959)
Net current assets			5,402,642		3,438,609
Creditors: amounts falling due after more than one year	20		(3,152,216)		(152,928)
Net assets			7,492,214		7,529,513

Capital and reserves
Called up share capital	22	1,750,100	1,750,100
Capital redemption reserve	23	250,000	250,000
Profit and loss account	23	5,492,114	5,529,413
		7,492,214	7,529,513

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

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

S D Kamdar

Director

Date: 30 November 2025

The notes on pages 12 to 29 form part of these financial statements.

Page 10

COMLINE AUTO PARTS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 April 2023	2,000,100	-	5,259,771	7,259,871
Comprehensive income for the year
Profit for the year	-	-	1,019,642	1,019,642
Dividends: Equity capital	-	-	(500,000)	(500,000)
Shares issued during the year	1,750,000	-	-	1,750,000
Shares redeemed during the year	(2,000,000)	-	-	(2,000,000)
Transfer to/from profit and loss account	-	250,000	(250,000)	-

At 1 April 2024	1,750,100	250,000	5,529,413	7,529,513
Comprehensive income for the year
Profit for the year	-	-	162,701	162,701
Dividends: Equity capital	-	-	(200,000)	(200,000)
At 31 March 2025	1,750,100	250,000	5,492,114	7,492,214

The notes on pages 12 to 29 form part of these financial statements.

Page 11

COMLINE AUTO PARTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1.	General information

Comline Auto Parts Limited is a private company, limited by shares, incorporated in England and Wales in the United Kingdom with the registration number 02227183. The registered office address is Unit 4a Bedford Commercial Park, Swallow Way, Wootton, Bedford, England, MK43 9ST.

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 management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Comline Holdings Limited as at 31 March 2025 and these financial statements may be obtained from Companies House.

2.3

Going concern

The Directors assess whether the use of going concern is appropriate i.e. whether there are any material uncertainties related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. The Directors make this assessment in respect of a period of at least one year from the date of authorisation for issue of the financial statements and have concluded that the Company has adequate resources to continue in operational existence for the foreseeable future and there are no material uncertainties about the Company's ability to continue as a going concern, thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

Page 12

COMLINE AUTO PARTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is pound sterling and all amounts in these financial statements are rounded to the nearest £1.

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 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'.

2.5

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Sale of goods

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

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

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

∙the amount of turnover can be measured reliably;

∙it is probable that the Company 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.

Page 13

COMLINE AUTO PARTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.7

Interest income

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

2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 14

COMLINE AUTO PARTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.11

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 balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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; and

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

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 balance sheet date.

2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

2.13

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.

The estimated useful lives range as follows:

Trademarks

years

2.14

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 15

COMLINE AUTO PARTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.14

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:

Plant and machinery	-	25% straight line
Fixtures and fittings	-	25% straight line
Computer equipment	-	25% straight line
Autostore	-	10% straight line

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.

2.15

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 weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet 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.

2.16

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.

2.17

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.

2.18

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 16

COMLINE AUTO PARTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.19

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as

Page 17

COMLINE AUTO PARTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.19

Financial instruments (continued)

with a documented risk management or investment strategy.

2.20

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.	Judgements in applying accounting policies and key sources of estimation uncertainty

Enter user text here...

3.1 Stock valuation
Stock is valued at the lower of cost and net realisable value. The Directors assess the net realisable value of stock based on a statistical analysis and industry experience and make provisions for obsolescent and slow moving stock where appropriate.
3.2 Dilapidations provision
The Company has recognised a provision for dilapidations in respect of its move from its Luton premises to Bedford. This provision reflects the Company’s obligation under the lease agreement to restore the property to its original condition at the end of the lease term.

Turnover

The whole of the turnover is attributable to the sale of own branded automotive parts.

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	22,840,874	23,390,787
Rest of Europe	9,001,759	6,736,615
Rest of the World	171,257	452,533
	32,013,890	30,579,935

The comparative amounts have been represented to conform with the current year's presentation. There is no impact on reported profit or net assets.

Page 18

COMLINE AUTO PARTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

5.	Other operating income
		2025	2024
		£	£

	Fees receivable	1,342,975	1,437,132

	Exchange differences	(116,663)	83,656
	Other operating lease rentals	438,639	556,091

Fees payable to the Company's auditor for the audit of the Company's financial statements

32,750

25,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 19

COMLINE AUTO PARTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Wages and salaries	4,346,294	4,851,457
Social security costs	500,306	472,897
Cost of defined contribution scheme	187,699	159,203
	5,034,299	5,483,557

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

	2025	2024
	No.	No.

Staff	110	128

9.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	475,780	460,229
Company contributions to defined contribution pension schemes	114,201	4,289
	589,981	464,518

	During the year retirement benefits were accruing to 5 Directors (2024 - 5) in respect of defined contribution pension schemes.
	The highest paid Director received remuneration of £262,080 (2024 - £241,871).
	The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £1,321 (2024 - £1,321).

Page 20

COMLINE AUTO PARTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025


Staff costs	12,914	69,597
Relocation costs	89,140	-
Dilapidations	397,230	349,860
Professional fees	67,615	238,531
Sundry establishment expenses	1,032,445	9,021
Stock write off	-	300,000
	1,599,344	967,009

11.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	449,981	322,043
Other interest payable	818,769	318,876
	1,268,750	640,919

Deferred tax
Origination and reversal of timing differences	117,538	1,724,220
Tax losses carried forward	-	(2,263,859)
Total deferred tax	117,538	(539,639)

Page 21

COMLINE AUTO PARTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

12.Taxation (continued)

Profit on ordinary activities before tax

280,239

480,003

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	70,060	120,001
Effects of:
Expenses not deductible for tax purposes	47,478	(43,198)
Capital allowances for year in excess of depreciation	-	(1,785,515)
Short-term timing difference leading to an increase (decrease) in taxation	-	71,108
Unrelieved tax losses carried forward	-	1,097,965
Total tax charge for the year	117,538	(539,639)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 22

COMLINE AUTO PARTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

13.	Dividends
		2025	2024
		£	£

Ordinary shares

200,000

500,000

The dividend declared amounts to £2,000 (2024 - £5,000) per share.

14.	Intangible assets

		Trademarks
		£
	Cost
	At 1 April 2024	12,896
	At 31 March 2025	12,896
	Amortisation
	At 1 April 2024	5,585
	Charge for the year on owned assets	7,311
	At 31 March 2025	12,896
	Net book value
	At 31 March 2025	-
	At 31 March 2024	7,311

Page 23

COMLINE AUTO PARTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

15.	Tangible fixed assets

	Plant and machinery	Fixtures and fittings	Computer equipment	Total
	£	£	£	£
Cost
At 1 April 2024	3,989,379	1,302,115	789,939	6,081,433
Additions	647,748	1,050,064	83,618	1,781,430
Disposals	(13,131)	(132,020)	(48,677)	(193,828)
At 31 March 2025	4,623,996	2,220,159	824,880	7,669,035
Depreciation
At 1 April 2024	-	1,079,495	765,417	1,844,912
Charge for the year on owned assets	400,560	268,104	71,061	739,725
Disposals	(6,829)	(109,309)	(41,252)	(157,390)
At 31 March 2025	393,731	1,238,290	795,226	2,427,247
Net book value
At 31 March 2025	4,230,265	981,869	29,654	5,241,788
At 31 March 2024	3,989,379	222,620	24,522	4,236,521

16.	Stocks
		2025	2024
		£	£

	Finished goods and goods for resale	12,163,930	10,234,293

Page 24

COMLINE AUTO PARTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

17.

Debtors

					2025	2024
					£	£


Trade debtors	5,941,882	5,535,216
Amounts owed by group undertakings	4,477,094	6,714,128
Other debtors	48,916	375,312
Prepayments and accrued income	773,559	595,881
Deferred taxation	422,101	539,639
	11,663,552	13,760,176

18.	Cash and cash equivalents
		2025	2024
		£	£

Cash at bank and in hand	171,887	208,099
Less: bank overdrafts	(4,620,054)	(5,982,183)
	(4,448,167)	(5,774,084)

19.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Bank overdrafts	4,620,054	5,982,183
Trade creditors	4,326,391	5,993,000
Other taxation and social security	779,992	607,758
Obligations under finance lease and hire purchase contracts	834,566	31,617
Other creditors	6,922,052	6,945,952
Accruals and deferred income	1,113,672	1,203,449
	18,596,727	20,763,959

The bank overdrafts of £4,620,054 (2024 - £5,982,183) and invoice discounting facility included within other creditors totalling £4,877,952 (2024 - £4,046,612) are secured by a debenture comprising fixed and floating charges over all the assets and undertakings of Comline Auto Parts Limited, including all present and future freehold and leasehold property, book and other debts, chattels, goodwill and uncalled capital, both present and future.

Page 25

COMLINE AUTO PARTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

20.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

	Net obligations under finance leases and hire purchase contracts	3,152,216	152,928

21.	Deferred taxation

		2025
		£

	At beginning of year	539,639
	Charged to profit or loss	(117,538)
	At end of year	422,101

The deferred tax asset is made up as follows:
	2025	2024
	£	£

Accelerated capital allowances	(1,038,334)	(1,802,292)
Tax losses carried forward	1,434,567	2,263,859
Short term timing differences	25,868	78,072
	422,101	539,639

Page 26

COMLINE AUTO PARTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

22.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

100 (2024 - 100) Ordinary shares of £1.00 each	100	100
1,750,000 (2024 - 1,750,000) Preference shares of £1.00 each	1,750,000	1,750,000

	1,750,100	1,750,100

All ordinary shares rank equally with regard to the Company's residual assets. Holders of these shares are entitled to dividends as declared and are entitled to one vote per share at general meetings of the Company.
All preference shares are redeemable at the discretion of the Company. Holders of these shares are entitled to dividends but have no voting rights.

23.

Reserves

Capital redemption reserve

During the prior year, 1,750,000 £1 shares preference shares were redeemed at par value.

Profit and loss account

The profit and loss account represents the accumulation of retained profits, net of dividends, which are in the form of distributable reserves.

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 £187,699 (2024 - £159,203). Contributions totalling £18,135 (2024 - £18,072) were payable to the fund at the Balance Sheet date and are included in creditors.

Page 27

COMLINE AUTO PARTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Not later than 1 year	831,752	755,546
Later than 1 year and not later than 5 years	4,113,708	214,217
Later than 5 years	2,392,738	11,048
	7,338,198	980,811

26.

Related party transactions

The Company has taken advantage of the exemption in Section 33.1A in FRS 102 from the requirement to disclose transactions entered into with its parent Company as a wholly owned subsidiary, or with any other wholly owned members of the Group.
Allied Comline Limited, a company registered in England and Wales is a 49% subsidiary of Comline Holdings Limited. During the year, management charges of £315,624 (2024 : £315,624) and sales of £600,264 (2024 : £670,475) were charged to Allied Comline Limited. Purchases of £3,276,645 (2024 : £3,474,465) were made from Allied Comline Limited. At the Balance Sheet date, an amount of £952,632 (2024 : £692,902) was due to Allied Comline Limited and £298,070 (2024 : £129,718) was due from Allied Comline Limited.

Comline Iberica S.L, a company registered in Spain, is a 100% subsidiary of Comline Holdings Limited. During the year, sales of £1,169,539 (2024 : £1,841,707) were made to Comline Iberica S.L. Purchases of £124,022 (2024 : £125,881) were made from Comline Iberica S.L. At the Balance Sheet date, an amount of £35,015 (2024 : £17,964) was due to Comline Iberica S.L and £51,374 (2024 : £3,361,660) was due from Comline Iberica S.L.
Comline Hellas A.E.E, a company registered in Greece, is a 100% subsidiary of Comline Holdings Limited. During the year, sales of £559,138 (2024 : £792,719) were made to Comline Hellas A.E.E. Purchases of £134,976 (2024 : £303,156) were made from Comline Hellas A.E.E. At the Balance Sheet date, an amount of £62,575 (2024 : £0) was due to Comline Hellas A.E.E and £128,101 (2024 : £140,080) was due from Comline Hellas A.E.E.
Comline Ireland Limited, a company registered in Ireland, is a 100% subsidiary of Comline Holdings Limited. During the year, sales of £ 4,252,897 (2024 : £ 3,916,517) were made to Comline Ireland Limited. Purchases of £ 11,486 (2024 : £ 22,093) were made from Comline Ireland Limited. At the Balance Sheet date, an amount of £ 11,547 (2024 : £0) was due to Comline Ireland Limited and -£1,051,575 (2024 : £257,534) was due from Comline Ireland Limited.
The bank facilities held by Comline Auto Parts Limited are secured by a debenture on assets of the Company and other members of the Group. In addition, an unlimited cross company guarantee has been given by each of the Group members to secure all liabilities of each other.
The Company made a charitable donation of £50,000 (2024 : £8,512) to the Kamdar Foundation, a UK Charity of which the Directors are Trustees.

Page 28

COMLINE AUTO PARTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

27.	Prior year adjustment

There was a restatement of amounts within the profit and loss for the prior period which included administrative expenses and distribution. Administration expenses have increased by £4,962,442 and distribution expenses have decreased by the same amount. The overall result of the restatement has no effect on the net assets or profit of the company.

28.	Controlling party

The Company was under direct control of Comline Holdings Limited, a company incorporated in England and Wales. Comline Holdings Limited is the parent of the smallest group for which consolidated financial statements are drawn up. Comline Holdings Limited has included the Company in its Group financial statements which are publicly available. The registered office of Comline Holdings Limited is Unit 4a Bedford Commercial Park, Swallow Way, Wootton, Bedford, England, MK43 9ST.
Royston Holdings Limited, a company incorporated in England and Wales, is the ultimate parent entity of the largest group for which consolidated financial statements are drawn up.
The ultimate controlling party is D M Kamdar by virtue of his shareholding in Royston Holdings Limited.

Page 29