The directors present the Strategic report for the year ended 30 April 2025.

In view of the global economic and political uncertainties that have affected the markets in which the company operates, the directors are satisfied with the performance in the year. Turnover increased by 8.86% compared to the previous year; however gross margins have reduced by 2.45% from the previous year due to increased costs throughout the supply base and transport infrastructure. Despite the volatility in commodity prices as a result of the war in Ukraine and general geopolitical unrest, the directors remain optimistic of limited short-term organic sales growth. Pressure remains on margins affected mainly by inflationary pressures both in the UK and countries of supply, with year-on-year movement driven primarily by increased cost of sales.

The company will continue to operate within its existing markets, whilst diversifying the product ranges offered and expanding the product ranges sold, to generate additional revenue and to dilute the risks of operating on a limited range of products.

The company will continue to look for organic growth and continue with its strategy of acquiring automotive related companies that suit its engineered excellence strategy, allowing for a diversified product range.

The company's net asset position at the reporting date is £19,316,217 (2024: £18,728,429), an increase of £587,788.

The business is subject to a number of risks including commercial risk, price risk, credit risk, currency risk and interest rate cash flow risk. Details of how these risks are mitigated are outlined below.

Commercial risk

The company continues to improve its services in order to maintain and develop its market place penetration. It has also developed more sophisticated data analysis tools with the aim of providing products for customers at the point of need. Further development of new markets reduces the need for reliance on a limited range of territories. In FY25 the company further enhanced its margin-management processes to improve visibility over product profitability.

Financial risk management

The company's operations expose it to a variety of financial risks that include the effects of changes in price risk, credit risk, currency risk and interest rate cash flow risk. The company has in place a risk management framework covering these requirements. Policies on the financial management of the company’s operations are approved by senior management and the related finance teams.

The company does not use derivative financial instruments to manage interest rate costs and as such, no hedge accounting is applied. The company uses a straight forward foreign-exchange contract to manage part of it’s currency exposure. At the year end, this contract generated a mark-to-market valuation of £1,469,902. Although the instrument is not designated into a hedge-accounting relationship, it has been presented as a financial instrument due to its material fair-value impact. The Board continues to monitor whether future hedge-accounting designation may be appropriate.

Given the size of the company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board, and this function remains with both the Board and the Groups finance department. The department has risk and cash-flow forecasts and financial stress testing models that ensure risk is monitored. Other identified credit risk and currency risk audits are undertaken where it would be appropriate to use financial instruments to manage these.

Price risk

The company is exposed to commodity price risk as a result of its operations. However given the size of the company’s operations, the costs of managing exposure to commodity price risk exceed any potential benefits. The directors will revisit the appropriateness of this policy should the company's operations change in size or nature. The company continues to exercise complete cost control over all purchased parts and closely monitors the risk of sales margin on all transactions.

Credit risk

The company has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual counterparty is subject to a limit, which is continually reviewed by the senior management team. The company continues to credit insure its debtor risk.

Currency risk

The company is exposed to currency risk as a result of its operations. Management aims to keep a reasonable balance of cash in both USD and EUR to reduce its foreign exchange risk. The company has a hedging strategy in respect of its foreign exchange, and does this both naturally by buying and selling in these currencies, and through the use of financial instruments such as forward contracts to maintain a stable gross margin.

Interest rate cash flow risk

The company has both interest-bearing assets and interest-bearing liabilities. Interest-bearing assets include cash balances, all of which earn interest at a variable rate. Interest payable is on bank loans only and therefore management of cash flows is taken account of as part of the group's financing activity.

The directors believe that the key performance indicators ('KPIs') are sales revenue, profitability and cash.

Turnover of continuing operations has increased to £34.3m from £31.5m, despite ongoing challenges from global supply chain issues and commodity prices.

Cost of sales has increased resulting in a decrease in gross profit margin to 26.6% (2024: 29.1%). This is due to a number of factors, including higher input costs within the supply chain and rising input costs relative to overall turnover. The year-on-year decline is mainly attributable to changes in cost of sales across the supply base. Management continues to monitor margin recovery actions including selective price adjustments and supplier negotiations.

The operating profit for the financial year was £3.9m (2024: £3.7m).

The operating margin reduced slightly to 11.4% (2024: 11.8%).

Cash in the year increased to £2.88m from £2.17m. This improvement was supported by enhanced working capital management, improved debtor collection processes and continued profitability of the company.

In performing their duties under section 172 of the Companies Act 2006, the directors of the Company have had regard to the matters set out in s172(1) as follows: -

Tibbetts long-term success depends on the support of its key stakeholders, including its shareholders. This is enshrined in our mission statement; “The company’s aim is to use its expertise to supply customers with value-added engineered products; ensuring the offer provides additional value to the customers' businesses, therefore remaining the customers’ supplier of choice”.

Tibbetts has a clearly defined strategy which is accompanied by a five-year financial plan. The Board reviews and updates the strategic plan formally at least annually. Progress is monitored against this plan on a regular basis both in the board meetings and with the wider management team.

The Board make decisions with a long-term view of the sustainability of the business in mind, as evidenced by the revenue growth seen over the last 15 years. This long-term outlook is demonstrated by our significant investment in recent years in warehousing, infrastructure, and data capabilities, which improve the experience of our people and our customers, as well as improving results for our suppliers and shareholders. The Board is supported in this by several management teams as part of our governance framework, which are designed to ensure that the Company strives continuously for high professional standards. The Board regards a positive, open, and transparent engagement with its Financial, Legal and Governmental partners as a key part of the business strategy and operating model.

A key philosophy of the business is the delegation of authority to empower managers who take account of the needs of their own stakeholders to drive local decision making, supported by the robust governance framework.

Our People

We aim to provide a highly rewarding environment for our people where they can develop and flourish. The Company operates an “open door” policy whereby staff can see or telephone any senior manager or director at any time without formality. There is a full programme of communication including regular interdepartmental morning meetings, email and in person updates from the Managing Director and senior management team, and annual surveys which feed into the development of our policies.

Customers

Tibbetts ethos is that the customer is at the heart of the business thinking and processes. We work hard to deliver a responsive and personalised customer service, with direct customer contact. We aim to be easily accessible to our customers both in person and over the telephone. We conduct regular customer satisfaction surveys, the results are presented to the Board/Senior Management team and fed back to all staff to inform decisions on identifying customers’ needs.

Suppliers

Our model is based on developing good working relationships with our suppliers, aiming to deliver high quality products, on time, at market competitive prices. This creates a virtuous circle where suppliers can work with us in a proactive way to achieve common goals. Our policy is to pay suppliers to terms agreed and resolve any issues before payment dates.

Communities

Local engagement is a critical part of the Tibbetts model, raising our profile as a place where people want to work and with whom suppliers/customers want to deal with. We encourage all staff to support local charities and local events through active sponsorship and involvement.

We are conscious of the needs of the environment and have taken a number of steps to reduce our Carbon footprint, which includes replacing all of our lighting to motion sensor low energy units over the past 5 years reducing electricity usage. We actively recycle packaging and any other materials that can be recycled, and continually seek to reduce dependence on packaging items which are non-recyclable. We have invested in digital solutions to reduce our consumption of paper through significant use of electronic delivery of documents/letters/invoices to/from our customers/suppliers.

The Company has also strengthened its ESG focus during the year with a dedicated team reviewing environmental initiatives and using external professional guidance to focus on waste-reduction opportunities and broader sustainability objectives.

On behalf of the board

The directors present their annual report and financial statements for the year ended 30 April 2025.

The principal activity of the company continued to be that of a global distributor of engineered components to the automotive sector specialising in transmission.

The results for the year are set out on page 11.

Ordinary dividends were voted amounting to £1,340,000 (2024: £2,005,000). The directors do not recommend payment of a further dividend.

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

Disclosures relating to Financial risk management are included in the Strategic Report.

The company encourages research and development investment. Research and development programs are managed to obtain a balance between improvements to existing products and development of new products.

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The company recognises the benefit of keeping employees informed of the progress of the business and of involving them in the company's performance and maintains regular communications with employees and has well established consultation arrangements.

The directors have had regard to the need to foster the company's business relationships with customers, suppliers and others, and the effect of that regard, including on the principal decisions taken by the company during the financial year. Further detail is outlined in the Section 172 statement in the Strategic report.

The auditor, Shaw Gibbs (Audit) Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The company's activities involve the consumption of energy: electricity and gas are used in the offices and warehouses for light, heat and power as well as carbon from delivery vans and employee business travel.

Energy consumption and carbon emissions during the year were 269.3 MWh / 25.6 tCO2e.

Energy consumed in the form of electricity and gas is as advised by our suppliers. Van and business travel has been estimated based on mileage and vehicle emissions data.

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

The chosen intensity measurement ratios are total energy consumption in MWh per £M of revenue and total gross emissions in metric tonnes CO2e per £M of revenue.

As part of its commitment to its ISO 14001 accreditation (Environmental management) the company is continually looking at ways it can lower its carbon footprint from ensuring all buildings have motion sensitive lighting (where practical) to reducing unnecessary vehicle journeys.

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

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

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's Strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' report. It has done so in respect of financial risk management and future developments.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

We have audited the financial statements of The Tibbetts Group Limited (the 'company') for the year ended 30 April 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 30 April 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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

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

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

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

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

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

1. At the planning stage of the audit we gain an understanding of the laws and regulations which apply to the company and how the management seek to comply with those laws and regulations. This helps us to plan appropriate risk assessments.

    

2. During the audit we focus on relevant risk areas and review the compliance with the laws and regulations by making relevant enquiries and undertaking corroboration, for example by reviewing Board Minutes and other documentation.

    

3. We assess the risk of material misstatement in the financial statements including as a result of fraud and undertake procedures including:

1. Reviewing the controls set in place by management;

2. Making enquiries of management as to whether they consider fraud or other irregularity may have taken place, or where such opportunity might exist;

3. Challenging management assumptions with regard to accounting estimates; and

4. Identifying and testing journal entries, particularly those which appear to be unusual by size or nature.

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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The Tibbetts Group Limited (the "company") is a private company limited by shares and incorporated in England and Wales. The registered office is Tibbetts House, Beaumont Road, Banbury, OX16 1RH.

The company's principal activities and nature of operations are disclosed in the Directors' report.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006, including the provisions of the Large and Medium sized Companies and Group (Accounts and Reports) Regulations 2008.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation certain financial instruments at fair value. The principal accounting policies adopted are set out below.

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

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

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

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

The financial statements of the company are consolidated in the financial statements of Tibbetts Holdings Limited. These consolidated financial statements are available from its registered office, Tibbetts House, Beaumont Road, Banbury, OX16 1RH.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Management fee income consists of management charges received from other group companies. Rental income is recognised on a straight-line basis over the term of the lease term. Management fee and rental income are both presented within other operating income.

Interest income is recognised using the effective interest rate method.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Software

Software is stated at cost less accumulated amortisation and accumulated impairment losses. Where factors, such as technology advancement or changes in market price, indicate that residual value or useful life has changed, the residual value, useful life or amortisation rate are amended prospectively to reflect the new circumstances. The assets are reviewed for impairment if the above factors indicate that he carrying amount may not be recoverable.

Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

The amortisation basis for Software was changed in the current year, from 15% reducing balance to 15% straight line.

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Cost is determined on the first-in, first-out (FIFO) method. Cost includes the purchase price, including taxes, duties, transport and handling directly attributable to bring the stock to its present location and condition. The cost of manufactured finished goods and work in progress includes design costs, raw materials, direct labour and other direct costs and related production overheads (based on normal operating capacity).

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

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include trade and other debtors, amounts owed by group undertakings, and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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

Basic financial liabilities, including trade and other creditors, and amounts owed to group undertakings, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Derivatives include forward foreign currency contracts which are not basic financial instruments.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately, unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Differences between contributions payable in the year and contributions actually paid are shown as other creditors.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. Tangible assets are disclosed further in note 13.

The company sell automotive transmission parts. As a result, it is necessary to consider the recoverability of the cost of inventory and the associated provisioning required. When calculating the inventory provision, management considers the nature and condition of the inventory, as well as applying assumptions around anticipated sale of finished goods. At the reporting date, management have included a provision of £193,800 (2024: £263,393).

The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

The forward currency contracts (and consequence deferred tax movement) are measured at fair value, which is determined using valuation techniques that utilise observable inputs. The key input used in valuing the derivatives are the forward exchange rates for GBP:EUR and USD:EUR.

The whole of turnover is attributable to the import and distribution of parts to the motor vehicle trade.

Non-audit fees in relation to taxation and other compliance services are disclosed at the group level.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024: 1).

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Amortisation in included within administrative expenses in the Statement of Comprehensive Income.

The company enters into forward currency contracts to mitigate the exchange rate risk for certain foreign currency receivables and payables. At 30 April 2025, the outstanding contracts all mature within 7 months of the year end.

The forward currency contracts are measured at fair value, which is determined using valuation techniques that utilise observable inputs. The key input used in valuing the derivatives are the forward exchange rates for GBP:EUR and USD:EUR. The fair value of the forward foreign currency contracts is a financial liability as noted above.

Following the year end the USD/EUR contracts were restructured to ensure the best outcome in the current market.

Other creditors include derivative financial instruments measured at fair value through profit or loss.

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

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The Ordinary shares carry full voting, dividend and capital distribution rights, including on winding up. They do not confer any rights of redemption.

Barclays Bank PLC and Barclays Security Trustee Limited hold a fixed and floating charge over the assets of the company, covering its own and group borrowings. At the reporting date, group borrowings amounted to £2,802,449 (2024: £3,136,234).

On 15 September 2025 the group repaid the bank loan in full.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The company has taken advantage of the exemption provided by FRS102 Section 33, not to disclose transactions and outstanding balances with Tibbetts Holdings Limited and its 100% directly or indirectly controlled subsidiary undertakings which form part of the Tibbetts Group.

During the year, the company paid service charges and utility costs of £13,063 (2024: £7,514) to Vantage Business Park Management Company Limited, a company where a director has an interest. At the reporting date, the company owed £368 (2024: £nil) to Vantage Business Park Management Company Limited.

During the year, the company paid rent of £90,000 (2024: £90,000) to John Tibbetts (Europarts) Retirement Benefit Scheme, a pension scheme where a director has an interest. At the reporting date, £81,000 (2024: £81,000) was due to the scheme.

The immediate and ultimate parent company, and largest and smallest group for which consolidated accounts which include the results of the company are prepared, is headed by Tibbetts Holdings Limited. The consolidated financial statements are available from its registered office, Tibbetts House, Beaumont Road, Banbury, Oxfordshire, OX16 1RH.

On 10 September 2025, the share capital of Tibbetts Holdings Limited was acquired by the company ABC2025 Limited via a share for share exchange. There was no change of ultimate controlling party.

The ultimate controlling party continues to be Mr H J Tibbetts, who has a majority interest in ABC2025 Limited.