REGISTERED NUMBER: 06189665 (England and Wales)

VELLCO HOLDINGS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Statement of Income and Retained Earnings

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Cash Flow Statement

11

Notes to the Consolidated Cash Flow Statement

12

Notes to the Consolidated Financial Statements

13

DIRECTORS:

Mrs S J Fell

C G Fell

SECRETARY:

Mrs S J Fell

REGISTERED OFFICE:

Suite B2 Joseph's Well

Hanover Walk

Leeds

LS3 1AB

REGISTERED NUMBER:

06189665 (England and Wales)

AUDITORS:

DSC Accountants Ltd

Chartered Accountants

Statutory Auditors

Tattersall House

East Parade

Harrogate

North Yorkshire

HG1 5LT

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

Turnover for the year ended 31 December 2024 was £9,260,555 which was a decrease of £790,331 compared with last year (2023: £10.050,886). Operating profit for the year ended 31 December 2024 was £539,210 which is a decrease of £355,486 compared with the prior year (2023: £894,696).

PRINCIPAL RISKS AND UNCERTAINTIES

Liquidity risk

The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.

Credit risk

The principal credit risk arises from the group's trade debtors. In order to manage the risk, the group uses third party credit references and customer payment history to establish the correct credit limit for each customer. These credit limits are reviewed on a regular basis and take into account the most recent collection history and spend.

ON BEHALF OF THE BOARD:

C G Fell - Director

12 December 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of dealing in tyre casings and the provision of tyre management services.

DIVIDENDS

An interim dividend of £30,000 per share was paid on 25 September 2024. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 December 2024 will be £ 60,000 .

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mrs S J Fell

C G Fell

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 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 and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, DSC Accountants Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C G Fell - Director

12 December 2025

Opinion

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

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's profit for the 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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.

Auditors' responsibilities for the audit of the financial statements

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

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

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, a review of Environment Agency compliance assessment reports, enquiries with management and the inspection of other regulatory and legal correspondence. We addressed the risk of management override of internal controls, including testing journals and estimates and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud and the completeness of incoming resources by reference to the source document for each income stream. We did not identify any key audit matters relating to irregularities, including fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those

leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

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

Graham French (Senior Statutory Auditor)

for and on behalf of DSC Accountants Ltd

Chartered Accountants

Statutory Auditors

Tattersall House

East Parade

Harrogate

North Yorkshire

HG1 5LT

12 December 2025

TURNOVER

3

9,260,555

10,050,886

Cost of sales

3,278,031

3,494,394

GROSS PROFIT

5,982,524

6,556,492

Distribution costs

951,153

1,064,459

Administrative expenses

4,495,197

4,663,857

5,446,350

5,728,316

536,174

828,176

Other operating income

3,036

66,520

OPERATING PROFIT

5

539,210

894,696

Interest receivable and similar income

37,252

8,384

576,462

903,080

Interest payable and similar expenses

6

13,176

4,906

PROFIT BEFORE TAXATION

563,286

898,174

Tax on profit

7

154,652

223,991

PROFIT FOR THE FINANCIAL YEAR

408,634

674,183

Retained earnings at beginning of year

5,230,376

4,616,193

Dividends

9

(60,000

)

(60,000

)

RETAINED EARNINGS FOR THE GROUP AT END OF YEAR

5,579,010

5,230,376

Profit attributable to:

Owners of the parent

408,634

674,183

FIXED ASSETS

Intangible assets

10

3,054

10,389

Tangible assets

11

4,517,852

4,455,327

Investments

12

-

-

4,520,906

4,465,716

CURRENT ASSETS

Stocks

13

5,000

5,000

Debtors

14

1,419,603

1,667,985

Cash at bank

2,541,403

1,324,135

3,966,006

2,997,120

CREDITORS

Amounts falling due within one year

15

2,630,040

1,938,374

NET CURRENT ASSETS

1,335,966

1,058,746

TOTAL ASSETS LESS CURRENT LIABILITIES

5,856,872

5,524,462

CREDITORS

Amounts falling due after more than one year

16

(23,488

)

(47,045

)

PROVISIONS FOR LIABILITIES

19

(254,372

)

(247,039

)

NET ASSETS

5,579,012

5,230,378

CAPITAL AND RESERVES

Called up share capital

20

2

2

Retained earnings

21

5,579,010

5,230,376

SHAREHOLDERS' FUNDS

5,579,012

5,230,378

The financial statements were approved by the Board of Directors and authorised for issue on 12 December 2025 and were signed on its behalf by:

C G Fell - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

1,759,641

1,780,291

Investments

12

2

2

1,759,643

1,780,293

CURRENT ASSETS

Debtors

14

236,710

236,700

Cash at bank

3,378

3,388

240,088

240,088

NET CURRENT ASSETS

240,088

240,088

TOTAL ASSETS LESS CURRENT LIABILITIES

1,999,731

2,020,381

CAPITAL AND RESERVES

Called up share capital

20

2

2

Retained earnings

21

1,999,729

2,020,379

SHAREHOLDERS' FUNDS

1,999,731

2,020,381

Company's profit for the financial year

39,350

39,350

The financial statements were approved by the Board of Directors and authorised for issue on 12 December 2025 and were signed on its behalf by:

C G Fell - Director

Cash flows from operating activities

Cash generated from operations

1

1,264,278

1,099,243

Interest paid

-

(2

)

Interest element of hire purchase payments paid

(13,176

)

(4,904

)

Tax paid

(203,645

)

(55,390

)

Net cash from operating activities

1,047,457

1,038,947

Cash flows from investing activities

Purchase of tangible fixed assets

(793,379

)

(352,989

)

Sale of tangible fixed assets

537,681

16,684

Interest received

37,252

8,384

Net cash from investing activities

(218,446

)

(327,921

)

Cash flows from financing activities

Capital repayments in year

(125,143

)

(125,809

)

Amount introduced by directors

603,400

60,000

Amount withdrawn by directors

(30,000

)

(301,100

)

Equity dividends paid

(60,000

)

(60,000

)

Net cash from financing activities

388,257

(426,909

)

Increase in cash and cash equivalents

1,217,268

284,117

Cash and cash equivalents at beginning of year

2

1,324,135

1,040,018

Cash and cash equivalents at end of year

2

2,541,403

1,324,135

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

563,286

898,174

Depreciation charges

385,314

385,478

Profit on disposal of fixed assets

(72,062

)

(3,735

)

Finance costs

13,176

4,906

Finance income

(37,252

)

(8,384

)

852,462

1,276,439

Decrease in trade and other debtors

248,382

25,247

Increase/(decrease) in trade and other creditors

163,434

(202,443

)

Cash generated from operations

1,264,278

1,099,243

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

2,541,403

1,324,135

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

1,324,135

1,040,018

3.	ANALYSIS OF CHANGES IN NET FUNDS

Other

non-cash

At 1.1.24

Cash flow

changes

At 31.12.24

£

£

£

£

Net cash

Cash at bank

1,324,135

1,217,268

2,541,403

1,324,135

1,217,268

2,541,403

Debt

Finance leases

(139,304

)

125,143

(112,744

)

(126,905

)

(139,304

)

125,143

(112,744

)

(126,905

)

Total

1,184,831

1,342,411

(112,744

)

2,414,498

1.	STATUTORY INFORMATION

Vellco Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The group's financial statements consolidate those of the company and its subsidiary undertaking drawn up to 31 December 2024. Profits or losses on intra-group transactions are eliminated in full. Inter-company balances and unrealised gains on transactions between group companies are eliminated on consolidation. On acquisition of a subsidiary, all of the subsidiary's assets and liabilities which exist at the date of acquisition are recorded at their fair values reflecting their condition at that date.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2020, is being amortised evenly over its estimated useful life of five years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

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

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

Freehold property

1% on cost

Improvements to property

10% on cost

Plant and machinery

25% on reducing balance

Fixtures and fittings

25% on reducing balance

Motor vehicles

25% on reducing balance

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

7,413,038

8,025,030

Europe

1,306,494

1,478,237

South America

402,695

-

Rest of the World

138,328

547,619

9,260,555

10,050,886

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

2,082,716

2,084,314

Social security costs

175,539

154,819

Other pension costs

38,337

34,730

2,296,592

2,273,863

The average number of employees during the year was as follows:

2024

2023

Operations

80

86

2024

2023

£

£

Directors' remuneration

94,632

65,339

Directors' pension contributions to money purchase schemes

1,321

686

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024

2023

£

£

Other operating leases

69,836

70,454

Depreciation - owned assets

304,615

289,729

Depreciation - assets on hire purchase contracts

73,364

88,414

Profit on disposal of fixed assets

(72,062

)

(3,735

)

Goodwill amortisation

7,335

7,335

Auditors' remuneration

12,000

9,050

Foreign exchange differences

3,911

2,996

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank interest

-

2

Hire purchase

13,176

4,904

13,176

4,906

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

147,319

203,645

Deferred tax

7,333

20,346

Tax on profit

154,652

223,991

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit before tax

563,286

898,174

Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25 %)

140,822

224,544

Effects of:

Expenses not deductible for tax purposes

13,830

14,838

Capital allowances superdeduction

-

(2,583

)

Change of rate of deferred tax

-

(12,808

)

Total tax charge

154,652

223,991

8.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.

9.

DIVIDENDS

2024

2023

£

£

Ordinary shares of £1 each

Interim

60,000

60,000

10.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£

COST

At 1 January 2024

and 31 December 2024

36,673

AMORTISATION

At 1 January 2024

26,284

Amortisation for year

7,335

At 31 December 2024

33,619

NET BOOK VALUE

At 31 December 2024

3,054

At 31 December 2023

10,389