ACCOUNTS - Final Accounts

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

Registered number: 10244164

ROYSTON HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

ROYSTON HOLDINGS LIMITED

COMPANY INFORMATION

Directors	D M Kamdar
	I D Kamdar
	A D Kamdar
	R D Kamdar
	S D Kamdar


Company secretary	D M Kamdar


Registered number	10244164


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

ROYSTON HOLDINGS LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 6
Independent Auditor's Report	7 - 10
Consolidated Statement of Comprehensive Income	11
Consolidated Balance Sheet	12 - 13
Company Balance Sheet	14
Consolidated Statement of Changes in Equity	15
Company Statement of Changes in Equity	16
Consolidated Statement of Cash Flows	17 - 18
Consolidated Analysis of Net Debt	19
Notes to the Financial Statements	20 - 46

ROYSTON HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2025

Introduction

The Directors present the Group Strategic Report of Royston Holdings Limited ("the Company") and its subsidiaries (together "the Group") for the year ended 31 March 2025.

Business review

The principal activity of the Company during the year ended 31 March 2025 continued to be that of a Holding company. The principal activity of the subsidiaries during the year ended 31 March 2025 continued to be the sale of branded automotive spare parts for the UK and European car aftermarket.

The Group has had a very successful year, recovering strongly from the COVID freight crisis from 2022 - 2023. It has demonstrated sales growth across all business units due to strong demand with sales increasing to £80.6m (2024 - £76.1m), along with margin growth due to the improved freight prices.

During the year, the Group relocated 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.

The Directors are pleased to report a strong result with operating profits of £4.9m before exceptional costs (2024 - £3.2m). The balance sheet remains strong with net assets at £7.4m (2024 - £6.0m).

The Directors consider the Group 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

The principal risks and uncertainties affecting the Group are as follows:

Competition

The Directors consider that the Group can compete effectively in the current environment in its target market. The Group's ability to stabilise costs in a competitive environment will protect it against aggressive price reductions by competitors to gain market share. The Group will continue to compete on the basis of quality and service rather than price.

Foreign currency risk

The Group is exposed to adverse exchange rate movements, particularly in the current political climate following Brexit and exposure on USD purchasing. The Directors seek to manage this as far as possible through the application of existing forex mitigation strategies. Although this can only act in mitigation, the risk can be effectively managed.

Page 1

ROYSTON HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Principal risks and uncertainties (continued)

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 Group'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.

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 Group continues to monitor customer satisfaction and supplier relationships throughout the year.

Directors' statement of compliance with duty to promote the success of the Group

During the year, the Directors have complied with their duty to act in a way most likely to promote the success of the Group, as per section 172(1) of the Companies Act 2006. In doing so they have had regard to:

∙The likely consequences of any decision in the long term;

∙The interests of the Group's employees;

∙The need to foster the Group's business relationships with suppliers, customers and others;

∙The impact of the Group's operations on the community and environment;

∙The desirability of the Group maintaining a reputation for high standards of business conduct, and;

∙The need to act fairly as between members of the Group.

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

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

S D Kamdar

Director

Date: 6 December 2025

Page 2

ROYSTON HOLDINGS 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 Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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

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

∙make 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;

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

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

Dividends

The Directors have recommended a dividend of £71,400 in respect of the year ended 31 March 2025 (2024 - £71,400).

Directors

The Directors who served during the year were:

D M Kamdar

I D Kamdar

A D Kamdar

R D Kamdar

S D Kamdar

Page 3

ROYSTON HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Engagement with suppliers, customers and others

Regular, proactive engagement with our suppliers is critical to the success of the Group. This is achieved through consistent communication, visits and audits of all major suppliers. This has helped to ensure consistent quality of our products, whilst keeping costs down as low as possible.

Customer satisfaction is one of the key pillars of the Group, and is something that the Directors are constantly focussing on. Whilst there is always room for improvement, the continued growth and success of the Group is a result of strong relationships with the customer base across the UK and Europe.

Greenhouse gas emissions, energy consumption and energy efficiency action

Methodology

This Report was produced in accordance with the GHG Reporting Protocol – Corporate Standard methodology. This protocol requires quantification of at least: GHG emissions from direct and indirect energy categories (Scope 1 and Scope 2). Some GHG sources have been excluded as they account for no significant GHG emissions and at this time, quantification was technically infeasible in 2024/2025. The group is taking steps to report on its wider scope emissions including scope 3 in the near future. Under SECR reporting regulations – the group has reported its subsidiaries as part of group reporting where the data is available. This will be reported in complete form 2024/2025.

Omissions

The Group has excluded reporting on scope 3 emissions in 2023/2024 and its comparative year 2024/2025.

The Group has also excluded reporting on:

The Group has also excluded reporting on:

∙Comline SA;

∙Comline Corporate Solutions Private Limited; and

∙Allied Nippon Ltd.

The omission is based on these entities being out of scope for SECR reporting and therefore not required to be disclosed.

Data collection has been based on primary and secondary information sources. Primary sources collected were from Stakeholders and Official documentation (bills, invoices). Secondary information sources were obtained through the operating companies’ website and other publicly available materials and information.

Scope 1
	2025	2025	2024	2024
	Kw/h	CO2 (kg)	Kw/h	CO2 (kg)

Comline UK Leased Vehicles	132,393	8,111	160,839	12,076
Comline Ireland Diesel	43,998	11,826	60,223	16,187
Comline Ireland Gas	18,095	3,938	16,547	3,601
	194,486	23,875	237,609	31,864

Page 4

ROYSTON HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Scope 2
	2025	2025	2024	2024
	Kw/h	CO2 (kg)	Kw/h	CO2 (kg)

Comline UK Electricity:
Luton	57,604	54,148	222,320	208,981
Bedford	211,502	139,067	-	-
Nuneaton	17,557	16,504	21,594	20,298
Comline Ireland Electricity	91,610	86,113	92,960	87,382
	378,273	295,832	336,874	316,661


2025	2025	2024	2024
Kw/h	CO2 (kg)	Kw/h	CO2 (kg)

Total energy consumed/Revenue

0.007226

0.004034

0.007544

0.004577

Intensity ratio

2,235.7 kgCO2e/full-time employee based on an average number of employees of 143 in the year (UK and Ireland) (2024: 2151.4 kgCO2e/full time employee based on an average number of employees of 162 in the year).

Energy Efficiency Measures

During the period 1st April 2024 to 31st March 2025, we have undertaken the following energy efficiency activities bearing in mind the group is at the start of their journey and we are introducing a number of initiatives that include, but not limited to:

∙cultural shift program for energy efficiency initiatives;

∙new approach to the way of working to be more carbon positive and more efficient with the use of power;

∙social responsibility program across the group to align to the developing environmental social governance (ESG) program; and

∙a program of infrastructure improvements, for site infrastructure and transport.

In more detail, the Comline Group is actively looking at ESG factors namely energy consumption, climate change, labour practices, data privacy and executive compensation. To address the first two elements, Comline UK moved from Luton to Bedford, moving to a site which utilises energy efficient motion sensor lighting in the whole site including the warehouse, rainwater harvesting in the toilets and solar panels for some of the energy consumption. In addition, we also recycle and bale all our cardboard and plastics on site - which is stored and collected periodically.

Page 5

ROYSTON HOLDINGS 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 and the Group'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 and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

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: 6 December 2025

Page 6

ROYSTON HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROYSTON HOLDINGS LIMITED

Opinion

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

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Page 7

ROYSTON HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROYSTON HOLDINGS 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Page 8

ROYSTON HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROYSTON HOLDINGS LIMITED (CONTINUED)

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

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 Group financial statements.

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

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

∙performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;

∙reviewing minutes of meetings of those charged with governance;

∙reviewing financial statement disclosures and testing supporting documentation to assess compliance with applicable laws and regulations; and

∙maintaining professional skepticism throughout the course of our audit work.

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 9

ROYSTON HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROYSTON HOLDINGS 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

15 December 2025

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).

Page 10

ROYSTON HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2025

		As restated
	2025	2024
Note	£	£


Turnover	4	80,477,686	76,020,963
Cost of sales		(54,514,070)	(52,957,718)
Gross profit		25,963,616	23,063,245
Distribution costs		(5,172,962)	(4,666,073)
Administrative expenses		(15,752,206)	(15,269,350)
Exceptional administrative expenses		(1,728,516)	(989,218)
Other operating income	5	153,550	177,507
Other operating charges		(247,301)	(117,280)
Operating profit	6	3,216,181	2,198,831
Interest receivable and similar income	10	27,525	-
Interest payable and similar expenses	11	(2,186,402)	(1,466,788)
Profit before taxation		1,057,304	732,043
Tax on profit	12	(530,153)	556,910
Profit for the financial year		527,151	1,288,953


Currency translation differences	461,697	188,017
Total comprehensive income for the year	988,848	1,476,970

Profit for the year attributable to:
Non-controlling interests	258,688	492,893
Owners of the parent Company	268,463	796,060
	527,151	1,288,953

Total comprehensive income for the year attributable to:
Non-controlling interest	331,695	532,436
Owners of the parent Company	657,153	944,534
	988,848	1,476,970

The notes on pages 20 to 46 form part of these financial statements.

Page 11

ROYSTON HOLDINGS LIMITED

REGISTERED NUMBER: 10244164

CONSOLIDATED BALANCE SHEET

AS AT 31 MARCH 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	15		473,099		714,632
Tangible assets	16		5,638,634		4,701,030
Investments	17		58,600		58,600
Investment property	18		1,107,768		1,107,768
			7,278,101		6,582,030
Current assets
Stocks	19	22,841,861		21,313,191
Debtors: amounts falling due within one year	20	24,138,905		22,221,880
Cash at bank and in hand	21	1,769,909		3,282,868
		48,750,675		46,817,939
Creditors: amounts falling due within one year	22	(44,210,619)		(45,228,885)
Net current assets			4,540,056		1,589,054
Total assets less current liabilities			11,818,157		8,171,084
Creditors: amounts falling due after more than one year	23		(4,947,411)		(2,115,786)
Net assets			6,870,746		6,055,298

Capital and reserves
Called up share capital	27	100	100
Foreign exchange reserve	28	539,172	150,482
Profit and loss account	28	1,963,255	1,766,192
Equity attributable to owners of the parent Company		2,502,527	1,916,774
Non-controlling interests		4,368,219	4,138,524
		6,870,746	6,055,298

Page 12

ROYSTON HOLDINGS LIMITED

REGISTERED NUMBER: 10244164

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 MARCH 2025

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

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

S D Kamdar

Director

Date: 6 December 2025

The notes on pages 20 to 46 form part of these financial statements.

Page 13

ROYSTON HOLDINGS LIMITED

REGISTERED NUMBER: 10244164

COMPANY BALANCE SHEET

AS AT 31 MARCH 2025

		2025		2024
Note		£		£

Fixed assets
Investments	17		2,830,101		2,830,101
			2,830,101		2,830,101
Current assets
Cash at bank and in hand	21	927		31,109
		927		31,109
Creditors: amounts falling due within one year	22	(1,431,479)		(1,383,179)
Net current liabilities			(1,430,552)		(1,352,070)
Total assets less current liabilities			1,399,549		1,478,031


Net assets			1,399,549		1,478,031

Capital and reserves
Called up share capital	27		100		100
Profit and loss account brought forward		1,477,931		956,204
Loss/(profit) for the year		(7,082)		593,127
Other changes in the profit and loss account		(71,400)		(71,400)
Profit and loss account carried forward			1,399,449		1,477,931
			1,399,549		1,478,031

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

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

S D Kamdar

Director

Date: 6 December 2025

The notes on pages 20 to 46 form part of these financial statements.

Page 14

ROYSTON HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Foreign exchange reserve	Profit and loss account	Equity attributable to owners of Parent Company	Non-controlling interests	Total equity
	£	£	£	£	£	£
At 1 April 2023	100	2,008	1,041,532	1,043,640	4,102,088	5,145,728

Profit for the year	-	-	796,060	796,060	492,893	1,288,953
Currency translation differences	-	148,474	-	148,474	39,543	188,017
Dividends: Equity capital	-	-	(71,400)	(71,400)	(246,000)	(317,400)
Increase in share of subsidiary	-	-	-	-	(2,000,000)	(2,000,000)
Issue of preference shares	-	-	-	-	1,750,000	1,750,000

At 1 April 2024	100	150,482	1,766,192	1,916,774	4,138,524	6,055,298

Profit for the year	-	-	268,463	268,463	258,688	527,151
Currency translation differences	-	388,690	-	388,690	73,007	461,697
Dividends: Equity capital	-	-	(71,400)	(71,400)	(102,000)	(173,400)
At 31 March 2025	100	539,172	1,963,255	2,502,527	4,368,219	6,870,746

The notes on pages 20 to 46 form part of these financial statements.

Page 15

ROYSTON HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 April 2023	100	956,204	956,304

Profit for the year	-	593,127	593,127
Dividends: Equity capital	-	(71,400)	(71,400)

At 1 April 2024	100	1,477,931	1,478,031

Loss for the year	-	(7,082)	(7,082)
Dividends: Equity capital	-	(71,400)	(71,400)
At 31 March 2025	100	1,399,449	1,399,549

The notes on pages 20 to 46 form part of these financial statements.

Page 16

ROYSTON HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	527,151	1,288,953
Adjustments for:
Amortisation of intangible assets	241,533	225,387
Depreciation of tangible assets	903,545	255,799
Loss on disposal of tangible assets	26,601	(216)
Interest paid	2,186,402	1,466,788
Interest received	(27,525)	-
Taxation charge	530,153	(556,910)
(Increase) in stocks	(1,528,670)	(3,374,502)
(Increase) in debtors	(2,287,835)	(1,995,875)
Increase in creditors	3,284,155	6,570,973
Corporation tax (paid)	(298,808)	(40,444)
Foreign exchange differences	73,007	52,162
Net cash generated from operating activities	3,629,709	3,892,115

Cash flows from investing activities
Purchase of tangible fixed assets	(824,180)	(3,952,020)
Sale of tangible fixed assets	9,837	-
Interest received	27,525	-
Net cash from investing activities	(786,818)	(3,952,020)

Page 17

ROYSTON HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

		2025	2024
		£	£


Cash flows from financing activities
Issue of preference shares	-	1,750,000
Redemption of preference shares in subsidiary undertaking	-	(2,000,000)
New secured loans	4,000,000	1,750,000
Repayment of loans	(1,067,084)	(2,580,797)
Repayment of/new finance leases	(2,041,618)	(59,737)
Dividends paid	(71,400)	(71,400)
Interest paid	(2,186,402)	(1,466,788)
Dividends paid to non-controlling interests	(102,000)	(246,000)
Net cash used in financing activities	(1,468,504)	(2,924,722)
Net increase/(decrease) in cash and cash equivalents	1,374,387	(2,984,627)
Cash and cash equivalents at beginning of year	(4,613,222)	(1,777,069)
Foreign exchange gains and losses on consolidation	388,690	148,474
Cash and cash equivalents at the end of year	(2,850,145)	(4,613,222)

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,769,909	3,282,868
Bank overdrafts	(4,620,054)	(7,896,090)
	(2,850,145)	(4,613,222)

The notes on pages 20 to 46 form part of these financial statements.

Page 18

ROYSTON HOLDINGS LIMITED

FOR THE YEAR ENDED 31 MARCH 2025


At 1 April 2024	Cash flows	New loans	New finance leases	Other non-cash changes	At 31 March 2025
£	£	£	£	£	£

Cash at bank and in hand	3,282,868	(1,512,959)	-	-	-	1,769,909
Bank overdrafts	(7,896,090)	3,276,036	-	-	-	(4,620,054)
Debt due after 1 year	(1,929,616)	163,292	-	-	-	(1,766,324)
Debt due within 1 year	(891,672)	1,127,858	(4,000,000)	-	(71,400)	(3,835,214)
Hire purchase contracts	(256,984)	2,041,618	-	(5,803,782)	-	(4,019,148)
	(7,691,494)	5,095,845	(4,000,000)	(5,803,782)	(71,400)	(12,470,831)

The notes on pages 20 to 46 form part of these financial statements.

Page 19

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1.	General information

Royston Holdings Limited is a private company limited by shares, incorporated in England and Wales. The Company's registered number is 10231026. The registered office 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 financial statements are rounded to the nearest pound sterling.

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

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

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

The purchase method has also been applied for increases in shareholdings of subsidiaries with additional goodwill being recognised on such transactions in the year they occur. This is a departure from FRS 102 section 9.19 and 22.29, which is permitted under the provisions of FRS 102 section 3.4. Note 13 contains additional information in relation to the accounting policy applied for such transactions.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

Page 20

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.3

Going concern

The Directors have assessed the going concern status of the Group and Company.

The Directors consider that the Group and Company has sufficient liquid resources and shareholder support to enable the Group and Company to cover its costs and pay its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements.

Consequently, the Directors have concluded that there are no material uncertainties that may cast significant doubt about the Group's and Company’s ability to continue as a going concern for the next 12 months from the date of approval of these financial statements. Accordingly, the going concern basis has been adopted in preparing the financial statements.

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

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

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

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

Page 21

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.5

Revenue

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

Sale of goods

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

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

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

∙the amount of revenue can be measured reliably;

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

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

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

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

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.6

Operating leases: the Group 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.

Page 22

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

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

The contributions are recognised as an expense 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 Group in independently administered funds.

2.11

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 and the Group operate and generate income.

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

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

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

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

2.12

Exceptional items

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

Page 23

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other 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:

				Goodwill	-	10	years
				Trademarks	-	10	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.

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:

Property	-	over 15 or 25 years
Plant and machinery	-	25% straight-line
Motor vehicles	-	25% straight-line
Fixtures and fittings	-	25% 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.

Page 24

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.15

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.17

Stocks

Stocks are stated at the lower of average 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.

Goods in transit are recognised when the goods have left the seller and the company is entitled to the risk and rewards associated with the goods.

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 and loss.

2.18

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.

2.19

Cash and cash equivalents

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

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

2.20

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 25

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.21

Invoice discounting

The Group has invoice arrangements in respect of certain trade debtors. These are accounted for using the separate presentation method and, consequently, the trade debtors subject to invoice discounting and the advances against these are shown separately under debtors and creditors.

2.22

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

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

2.23

Financial instruments

The Group 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 Group's Balance Sheet when the Group 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Page 26

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.23

Financial instruments (continued)

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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 with a documented risk management or investment strategy.

2.24

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.

Page 27

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

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

The following are the critical estimations that the Directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

3.1 Stock valuation

Stock is valued at the lower of average cost and net realisable value. The Directors assess the net realisable value of stock based on statistical analysis and industry experience and make provision for obsolescent and slow moving stock where considered appropriate.

3.2 Intangible assets

Trademarks are valued initially at their separable cost on acquisition. Each year the Directors consider whether these intangible assets have been impaired beyond the amortisation already provided. This is based on a combination of analysis of income relating to this area of the business and industry experience.

3.3 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.

Sale of own branded automotive parts	80,436,886	75,981,963
Rent receivable	40,800	39,000
	80,477,686	76,020,963

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	26,209,048	26,742,052
Rest of Europe	53,566,676	47,692,750
Rest of the world	701,962	1,586,161
	80,477,686	76,020,963

Page 28

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

5.	Other operating income
		2025	2024
		£	£

	Other operating income	153,550	177,507

Depreciation	903,545	255,799
Amortisation	241,533	225,387
Exchange differences	55,832	125,725
Other operating lease rentals	870,673	1,057,879
Profit on disposal of tangible fixed assets	26,601	(216)

Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements	76,000	60,000
Fees payable to the Company's auditor and its associates in respect of:
All other services	27,150	29,000

Page 29

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

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

		Group	Group
		2025	2024
		£	£


Wages and salaries	7,508,276	7,845,693
Social security costs	1,002,127	970,045
Cost of defined contribution scheme	198,560	167,956
	8,708,963	8,983,694

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

	2025	2024
	No.	No.

Administrative staff	156	128
Warehouse staff	107	99

	263	227

The Company has no employees other than the Directors, who did not receive any remuneration (2024 - £NIL)

9.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	566,080	537,500
Group contributions to defined contribution pension schemes	5,622	5,566
	571,702	543,066

	During the year retirement benefits were accruing to 4 Directors (2024 - 4) in respect of defined contribution pension schemes.
	The highest paid Director received remuneration of £262,080 (2024 - £241,871).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £1,321 (2024 - £1,321).

Page 30

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

10.	Interest receivable
		2025	2024
		£	£

Bank and other interest receivable

27,525

11.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	798,709	633,932
Hire purchase interest payable	-	221
Other interest payable	1,387,693	832,635
	2,186,402	1,466,788

Corporation tax
Current tax on profits for the year	64,827	64,427
	64,827	64,427
Foreign tax
Foreign tax on income for the year	206,554	259,052
Total current tax	271,381	323,479

	Deferred tax
	Origination and reversal of timing differences	258,772	(880,389)


		530,153	(556,910)

Page 31

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

12.Taxation (continued)

Profit on ordinary activities before tax

1,057,304

732,043

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	264,326	183,011
Effects of:
Expenses not deductible for tax purposes	(103,620)	110,118
Higher rate taxes on overseas earnings	-	(44,309)
Adjustments to tax charge in respect of prior periods	369,447	-
Deferred tax not recognised	-	74,659
Unrelieved tax losses carried forward	-	(880,389)
Total tax charge for the year	530,153	(556,910)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 32

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

13.	Dividends
		2025	2024
		£	£

Ordinary dividends

71,400

Staff costs	169,669	69,597
Dilapidations	397,230	349,860
Professional fees	-	260,740
Sundry establishment expenses	1,032,445	9,021
Stock write off	129,172	300,000
	1,728,516	989,218

Page 33

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

15.	Intangible assets
	Group

	Trademarks	Goodwill	Total
	£	£	£
Cost
At 1 April 2024	892,896	2,281,571	3,174,467
At 31 March 2025	892,896	2,281,571	3,174,467
Amortisation
At 1 April 2024	885,585	1,574,250	2,459,835
Charge for the year on owned assets	7,311	234,222	241,533
At 31 March 2025	892,896	1,808,472	2,701,368
Net book value
At 31 March 2025	-	473,099	473,099
At 31 March 2024	7,311	707,321	714,632

Page 34

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

16.	Tangible fixed assets
	Group

	Freehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Total
	£	£	£	£	£
Cost or valuation
At 1 April 2024	65,116	3,989,379	257,718	3,454,739	7,766,952
Additions	-	647,748	1,415	1,228,424	1,877,587
Disposals	-	(13,131)	-	(180,697)	(193,828)
At 31 March 2025	65,116	4,623,996	259,133	4,502,466	9,450,711
Depreciation
At 1 April 2024	65,116	-	145,721	2,855,085	3,065,922
Charge for the year on owned assets	-	400,560	39,106	463,879	903,545
Disposals	-	(6,829)	-	(150,561)	(157,390)
At 31 March 2025	65,116	393,731	184,827	3,168,403	3,812,077
Net book value
At 31 March 2025	-	4,230,265	74,306	1,334,063	5,638,634
At 31 March 2024	-	3,989,379	111,997	599,654	4,701,030

Page 35

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

17.	Fixed asset investments
	Group

	Investments in subsidiary companies	Unlisted investments	Total
	£	£	£
Cost or valuation
At 1 April 2024	43,000	15,600	58,600
At 31 March 2025	43,000	15,600	58,600

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 April 2024	2,830,101
	At 31 March 2025	2,830,101

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

Comline Holdings Limited	Ordinary	76%
Renais Investments Limited	Ordinary	100%
Level Five Supplies Limited	Ordinary	100%
Axogroup Limited	Ordinary	100%

Page 36

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Direct subsidiary undertakings (continued)

The principal activity of Comline Holdings Limited is the holding company of a trading group, the subsidiaries of which are detailed below as indirect subsidiary undertakings. The principal activity of the trading group is the sale of automotive spare parts for the UK and European car aftermarket. The principal activity of Renais Investments Limited is property rental.

The registered office for Comline Holdings Limited, Renais Investments Limited, Level Five Supplies Limited and Axogroup Limited is Unit 4a Bedford Commercial Park Swallow Way, Wootton, Bedford, England, MK43 9ST.

Royston Holdings Limited, company registered number 10244164, shall fully guarantee for all the liabilities for Level Five Supplies Limited, a company registered number 11675958, and Renais Investment Limited, a company registered number 03844308 which are both therefore exempt from audit obligations in accordance with section 479A of the Companies Act 2006.

The aggregate of the share capital and reserves as at 31 March 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

Comline Holdings Limited	3,511,993	764,693
Renais Investments Limited	(145,690)	(21,934)
Level Five Supplies Limited	(1,292,120)	(55,485)
Axogroup Limited	(90,033)	-

Page 37

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

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

Comline Auto Parts Limited	Ordinary	100%
Allied Comline Limited	Ordinary	49%
Motaquip Limited	Ordinary	100%
Comline Hellas A.E.E.	Ordinary	100%
Comline Iberica S.L.	Ordinary	100%
Comline Ireland Limited	Ordinary	100%
Comline Corporate Solutions Pvt Ltd	Ordinary	100%
Level Five Supplies Ireland Limited	Ordinary	100%

The registered office for Comline Auto Parts Limited, Allied Comline Limited and Motaquip Limited is Unit 4a Bedford Commercial Park Swallow Way, Wootton, Bedford, England, MK43 9ST.

The registered office for Comline Hellas A.E.E. is Agias Annis 74, Egaleo 122 41, Greece.

The registered office for Comline Iberica S.L. is Avenida de las Palmeras, 8-Nave 2 Poligono Industri, La Sendilla, 28350 Ciempozuelos, Madrid, Spain.

The registered office for Comline Ireland Limited is Unit 12 Monaghan Business Park, Clones Road, Monaghan, Co. Monaghan, Ireland, H18 CC43.

The registered office for Comline Corporate Solutions Pvt Ltd is K-10 Grand, behind Atlantis K10, Sarabhai Campus, Vadodara, Gujarat, India - 390007.

The registered office for Level Five Supplies Ireland Limited is Unit 12 Monaghan Business Park, Clones Road, Monaghan, Co. Monaghan, Ireland, H18 CC43.

The Directors consider that Allied Comline Limited is under the control of the Group even though 51% of the issued share capital is held by Allied Nippon Limited, a company registered in India. In the opinion of the Directors Allied Nippon Limited does not use its majority shareholding to exert control over Allied Comline Limited but dominant influence is exercised from the UK through the day to day management of the Directors. Therefore, Allied Comline Limited is considered a subsidiary of Comline Holdings Limited and is included in these consolidated financial statements.

Page 38

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Indirect subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 March 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

Comline Auto Parts Limited	7,492,214	162,701
Allied Comline Limited	105,057	193,915
Motaquip Limited	-	-
Comline Hellas A.E.E.	1,405,458	255,558
Comline Iberica S.L.	889,506	323,561
Comline Ireland Limited	1,022,379	1,025,996
Comline Corporate Solutions Pvt Ltd	253,247	52,866
Level Five Supplies Ireland Limited	1,368	999

Page 39

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

18.	Investment property
	Group

		Freehold investment property
		£
	Valuation
	At 1 April 2024	1,107,768
	At 31 March 2025	1,107,768

The 2017 valuations were made by Newbury Building Society and updated for 2025 where applicable, on an open market value for existing use basis.

If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
	2025	2024
	£	£

Historic cost

1,107,768

The 2017 valuations were made by Newbury Building Society and updated for 2025 where applicable, on an open market value for existing use basis.

19.	Stocks
		Group	Group
		2025	2024
		£	£

Raw materials and consumables	29,894	29,894
Finished goods and goods for resale	22,811,967	21,283,297
	22,841,861	21,313,191

The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 40

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

20.

Debtors

		Group	Group
		2025	2024
		£	£


Trade debtors	20,419,497	17,410,146
Other debtors	1,936,898	2,850,623
Prepayments and accrued income	888,675	700,167
Tax recoverable	33,968	-
Deferred taxation	859,867	1,260,944
	24,138,905	22,221,880

21.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	1,769,909	3,282,868	927	31,109
Less: bank overdrafts	(4,620,054)	(7,896,090)	-	-
	(2,850,145)	(4,613,222)	927	31,109

22.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank overdrafts	4,620,054	7,896,090	-	-
Bank loans	3,536,678	494,763	-	-
Trade creditors	10,895,311	13,505,778	-	-
Amounts owed to group undertakings	-	-	1,139,054	1,162,154
Amounts owed to other participating interests	5,782,977	6,077,478	-	-
Corporation tax	189,663	325,427	-	-
Other taxation and social security	1,217,089	933,199	-	-
Obligations under finance lease and hire purchase contracts	838,061	70,814	-	-
Other creditors	13,309,532	13,628,441	282,800	211,400
Accruals and deferred income	3,821,254	2,296,895	9,625	9,625
	44,210,619	45,228,885	1,431,479	1,383,179

Page 41

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

22.	Creditors: Amounts falling due within one year (continued)

Bank overdrafts of £4,620,054 (2024 - 7,896,090) are secured by debentures comprising fixed and floating charges over the all the assets and undertakings of Comline Holdings Limited, Comline Auto Parts Limited, Allied Comline Limited and Motaquip Limited, including all present and future freehold and leasehold property, book and other debts, chattels, goodwill and uncalled capital, both present and future.

Included within other creditors are amounts of £11,269,186 (2024 - £11,218,201), which are secured by
debentures comprising fixed and floating charges over all assets and undertakings of Comline Auto Parts
Limited, Allied Comline and Motaquip Limited, including all present and future freehold and leasehold
property, book and other debts, chattels, goodwill and uncalled capital, both present and future.

Bank loans of £3,536,678 (2024 - £494,763) due within one year and £1,076,614 (2024 - £1,239,906) due after one year are secured by debentures comprising fixed and floating charges over all the assets and undertakings of Comline Auto Parts Limited, Allied Comline Limited, Motaquip Limited, Comline Holdings Limited and Royston Holdings Limited, including all present and future freehold and leasehold property, book and other debts, chattels, goodwill and uncalled capital, both present and future.

A bank loan of £689,710 (2024 - £689,710) due after one year is secured on a first legal mortgage and fixed charge over the investment property held in Renais Investments Limited. An all monies guarantee has been provided by two of the Directors of Renais Investments Limited in relation to this loan.

A Director of Royston Holdings Limited has provided a personal guarantee in regards to the bank loans of the parent company.

Amounts due under finance lease and hire purchase contracts are secured against the assets to which they relate.

An unlimited composite multilateral company guarantee has been given by Comline Auto Parts Limited, Allied Comline Limited, Motaquip Limited, Comline Hellas S.A, Comline Iberica S.L, Comline Holdings Limited and Royston Holdings Limited to secure all liabilities of each other.

A cross guarantee exists between Comline Ireland Limited, Comline Auto Parts Limited, Allied Comline Limited, Motaquip Limited and Royston Holdings Limited to secure the shareholder, Director and Group company loans.

Page 42

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

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

Bank loans	1,766,324	1,929,616
Net obligations under finance leases and hire purchase contracts	3,181,087	186,170
	4,947,411	2,115,786

Securities held on the other bank loans, other loans and hire purchase contracts due after more than one year have been disclosed in Note 22.

24.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group
		2025	2024
		£	£

Amounts falling due within one year
Bank loans	3,536,678	494,763
Amounts falling due 1-2 years
Bank loans	974,135	1,184,747
Amounts falling due 2-5 years
Bank loans	792,189	715,409
Amounts falling due after more than 5 years
Bank loans	-	29,460
	5,303,002	2,424,379

25.	Hire purchase contracts
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2025	2024
		£	£

Within one year	838,061	70,814
Between 1-2 years	932,216	186,170
Between 2-5 years	2,248,871	-
	4,019,148	256,984

Page 43

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

26.	Deferred taxation asset
	Group

	2025	2024
	£	£

At beginning of year	1,260,944	380,555
Credited/(charged) to profit or loss	(401,077)	880,389
At end of year	859,867	1,260,944

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

	Tax losses carried forward	859,867	1,260,944
		859,867	1,260,944

Page 44

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

27.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

100 (2024 - 100) Ordinary shares of £1.00 each	100	100

28.

Reserves

Foreign exchange reserve

The foreign exchange reserve represents the accumulation of non-distributable unrealised foreign exchange differences arising from the consolidation of foreign subsidiaries.

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.

29.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £198,560 (2024 - £166,290).

As at 31 March 2025, contributions totalling £15,486 (2024 - £21,006) were payable to the fund and are included within accruals and other creditors.

30.	Commitments under operating leases
	At 31 March 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2025	2024
		£	£

Not later than 1 year	1,044,972	920,923
Later than 1 year and not later than 5 years	4,532,234	695,848
Later than 5 years	2,392,738	11,048
	7,969,944	1,627,819

Page 45

ROYSTON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

31.

Related party transactions

The Group has taken advantage of the exemption in Section 33.1A in FRS 102 from the requirement to disclose transactions entered into between wholly owned members of the Group.

Allied Nippon Private Limited, a company registered in India, owns 51% of the issued share capital of Allied Comline Limited. During the year, sales of £293,259 (2024 - £246,081) and purchases of £17,099,990 (2024 - £16,894,321) were made to/from Allied Nippon Private Limited. At the Balance Sheet date, an amount of £5,782,977 (2024 - £6,077,478) was owed to Allied Nippon Private Limited.

During the year, sales of £NIL (2024 - £299,096) were made to Meshed Limited. At the year end, an amount of £NIL (2024 - £299,096) was due to the Group from Meshed Limited. The director, D M Kamdar, is also a director of Meshed Limited.

The bank facilities held within the Group are secured by debentures 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 details of these securities have been disclosed in Note 22.

Key Management is defined as employees who take an active role in the management team. During the year ended 31 March 2025, this included five remunerated Directors (2024 - five) and no additional employees (2024 - NIL). The aggregate cost of Key Management Personnel, including employers national insurance and pension contributions, was £571,702 (2024 - £543,066).

32.	Controlling party

Royston Holdings Limited is the ultimate parent entity of the largest group for which consolidated financial statements are drawn up.

The ultimate controlling party is considered to be D M Kamdar, by virtue of his shareholding in Royston Holdings Limited.

33.	Subsidiary guarantee

Royston Holdings Limited has guaranteed the liabilities of Renais Investments Limited and Level Five Supplies Limited in order that they qualify for the exemption from preparing individual audited accounts under Section 479A of the Companies Act 2006 in respect of the year ended 31 March 2025. The liabilities of Renais Investments Limited at the year end were £1,275,981 and the liabilities of Level Five Supplies at the year end were £1,553,333.

Page 46