REGISTERED NUMBER: SC357162 (Scotland)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 March 2025

for

Cello Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

B J Palmer

S Hughes

S Galbraith

Mrs S L Dinsdale

REGISTERED OFFICE:

29 Brandon Street

Hamilton

Lanarkshire

ML3 6DA

REGISTERED NUMBER:

SC357162 (Scotland)

AUDITORS:

Sharles Audit Limited

Statutory Auditor

29 Brandon Street

Hamilton

ML3 6DA

The directors present their strategic report of the company and the group for the year ended 31 March 2025.

REVIEW OF BUSINESS

A summary of the results of trading for the 31 March 2025 is provided within the attached financial statements.

The directors are satisfied with the results achieved by the group during the year.

Based on a year to year comparison of the results of the group:

- Turnover increased by 22% to £17,994,714 from £14,716,809,

- Gross profit increased to £3,751,691 (21%) from £2,981,398 (20%), and

- Net profit increased to £1,650,172 (9%) from £1,518,271 (10%)

The key performance indicators used to measure the performance of the group are turnover, gross profit and net profit.

The directors consider the group to be in a healthy financial position at the year end.

PRINCIPAL RISKS AND UNCERTAINTIES

The group's operations expose it to a variety of financial risks that include performance risk, operational risk, credit risk, liquidity risk and price risk. The directors recognise their overall responsibility for the group's systems and internal control. The controls are designed to manage as opposed to completely eliminate risk.

The group has in place a risk management programme that seeks to limit the adverse affects on the financial performance of the group by regularly reviewing and monitoring individual contracts and product lines.

Performance risk is minimised through accurately budgeting and costing individual contracts and product lines at the outset and then monitoring their performance. The performance of the group as a whole is monitored through monthly management accounts which are reviewed by the directors.

Operational risk is minimised through having robust health and safety and quality assurance policies and procedures in place as well as the development of a positive health and safety culture throughout the group.

Credit risk is minimised by requiring the appropriate credit checks on potential customers, working with reputable customers, agreeing regular payment terms on larger contracts and having strict credit controls. The amount of exposure to any individual customer is also assessed and controlled.

Liquidity risk is minimised through the retention of a healthy level of reserves and through ensuring appropriate levels of funding are in place.

Price risk relating to price increases is minimised by agreeing fixed prices with individual suppliers and sourcing goods and services from multiple suppliers to ensure competitive pricing.

GOING CONCERN

The directors have assessed the group as having sufficient resources to meet the expected ongoing costs of the business for a period of at least 12 months from the date of signing the financial statements. As a result they have continued to adopt the going concern basis when preparing the financial statements.

ON BEHALF OF THE BOARD:

B J Palmer - Director

17 December 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the manufacture and wholesale of a range of electronic products including TVs.

DIVIDENDS

Interim dividends per share were paid as follows:

A Ordinary £1 shares

NIL

B Ordinary £1 shares

£41,118.92

- 31 March 2025

C Ordinary £1 shares

£0.54

- 31 March 2025

The directors recommend that no final dividends be paid.

The total distribution of dividends for the year ended 31 March 2025 will be £ 92,238 .

RESEARCH AND DEVELOPMENT

The group is continually developing new and unique product lines incorporating new technologies and innovations into its range of televisions and accessories.

FUTURE DEVELOPMENTS

The directors are confident that the group can continue to trade profitably.

EVENTS SINCE THE END OF THE YEAR

On 1 July 2025, 100% of the issued share capital in the holding company, Cello Holdings Limited, was sold to the Cello Employee Ownership Trust.

DIRECTORS

B J Palmer has held office during the whole of the period from 1 April 2024 to the date of this report.

Other changes in directors holding office are as follows:

S Hughes , S Galbraith and Mrs S L Dinsdale were appointed as directors after 31 March 2025 but prior to the date of this report.

Mrs V A Palmer ceased to be a director after 31 March 2025 but prior to the date of this report.

DISCLOSURE IN THE STRATEGIC REPORT

The review of the group's business and the description of the principal risks and uncertainties facing the group are disclosed in the strategic report.

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), 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 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, Sharles Audit Limited, have indicated their willingness to be reappointed for another term and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.

ON BEHALF OF THE BOARD:

B J Palmer - Director

17 December 2025

Opinion

We have audited the financial statements of Cello Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, 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 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 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 four, 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:

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team:

-

obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

-

inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

-

discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from internal/external tax advisors.

The most significant laws and regulations that have an indirect impact on the financial statements are those in relation to the environment. We performed audit procedures to inquire of management and those charged with governance whether the group and company is in compliance with these law and regulations and inspected correspondence with regulatory authorities.

The audit engagement team identified the risk of management override of controls and revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business, challenging judgments and estimates applied in the year end accounts.

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.

Keith Edwards (Senior Statutory Auditor)

for and on behalf of Sharles Audit Limited

Statutory Auditor

29 Brandon Street

Hamilton

ML3 6DA

17 December 2025

TURNOVER

4

17,994,714

14,716,809

Cost of sales

14,243,023

11,735,411

GROSS PROFIT

3,751,691

2,981,398

Distribution costs

19,445

22,029

Administrative expenses

2,200,577

1,647,400

2,220,022

1,669,429

1,531,669

1,311,969

Other operating income

6,764

-

OPERATING PROFIT

6

1,538,433

1,311,969

Interest receivable and similar income

199,033

216,883

1,737,466

1,528,852

Interest payable and similar expenses

7

87,294

10,581

PROFIT BEFORE TAXATION

1,650,172

1,518,271

Tax on profit

8

375,954

305,970

PROFIT FOR THE FINANCIAL YEAR

1,274,218

1,212,301

Profit attributable to:

Owners of the parent

1,272,484

1,068,629

Non-controlling interests

1,734

143,672

1,274,218

1,212,301

PROFIT FOR THE YEAR

1,274,218

1,212,301

OTHER COMPREHENSIVE INCOME

Revaluation surplus

-

1,029,324

Income tax relating to other comprehensive income

5,147

(246,822

)

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

5,147

782,502

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,279,365

1,994,803

Total comprehensive income attributable to:

Owners of the parent

1,277,631

1,851,123

Non-controlling interests

1,734

143,680

1,279,365

1,994,803

FIXED ASSETS

Tangible assets

11

1,643,305

1,714,968

Investments

12

-

-

1,643,305

1,714,968

CURRENT ASSETS

Stocks

13

4,124,704

3,322,657

Debtors

14

5,337,862

4,717,985

Cash at bank

5,356,906

3,164,793

14,819,472

11,205,435

CREDITORS

Amounts falling due within one year

15

4,204,259

1,840,631

NET CURRENT ASSETS

10,615,213

9,364,804

TOTAL ASSETS LESS CURRENT LIABILITIES

12,258,518

11,079,772

PROVISIONS FOR LIABILITIES

17

251,628

260,009

NET ASSETS

12,006,890

10,819,763

CAPITAL AND RESERVES

Called up share capital

18

71,002

71,002

Revaluation reserve

19

746,477

761,916

Retained earnings

19

11,186,968

9,986,136

SHAREHOLDERS' FUNDS

12,004,447

10,819,054

NON-CONTROLLING INTERESTS

20

2,443

709

TOTAL EQUITY

12,006,890

10,819,763

The financial statements were approved by the Board of Directors and authorised for issue on 17 December 2025 and were signed on its behalf by:

B J Palmer - Director

FIXED ASSETS

Tangible assets

11

1,559,148

1,589,500

Investments

12

92,186

92,186

1,651,334

1,681,686

CURRENT ASSETS

Debtors

14

1,268,752

1,271,752

Cash at bank

466

641

1,269,218

1,272,393

CREDITORS

Amounts falling due within one year

15

486

4

NET CURRENT ASSETS

1,268,732

1,272,389

TOTAL ASSETS LESS CURRENT LIABILITIES

2,920,066

2,954,075

PROVISIONS FOR LIABILITIES

17

241,675

246,822

NET ASSETS

2,678,391

2,707,253

CAPITAL AND RESERVES

Called up share capital

18

71,002

71,002

Revaluation reserve

19

746,477

761,916

Retained earnings

19

1,860,912

1,874,335

SHAREHOLDERS' FUNDS

2,678,391

2,707,253

Company's profit for the financial year

58,229

572,828

The financial statements were approved by the Board of Directors and authorised for issue on 17 December 2025 and were signed on its behalf by:

B J Palmer - Director

Called up

share

Retained

Revaluation

capital

earnings

reserve

£

£

£

Balance at 1 April 2023

71,002

9,502,771

-

Changes in equity

Dividends

-

(605,850

)

-

Total comprehensive income

-

1,089,215

761,916

71,002

9,986,136

761,916

Acquisition of non-controlling interest

-

-

-

Balance at 31 March 2024

71,002

9,986,136

761,916

Changes in equity

Dividends

-

(92,238

)

-

Total comprehensive income

-

1,272,484

5,147

Revaluation release

-

20,586

(20,586

)

Balance at 31 March 2025

71,002

11,186,968

746,477

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 April 2023

9,573,773

76,029

9,649,802

Changes in equity

Dividends

(605,850

)

-

(605,850

)

Total comprehensive income

1,851,131

143,680

1,994,811

10,819,054

219,709

11,038,763

Acquisition of non-controlling interest

-

(219,000

)

(219,000

)

Balance at 31 March 2024

10,819,054

709

10,819,763

Changes in equity

Dividends

(92,238

)

-

(92,238

)

Total comprehensive income

1,277,631

1,734

1,279,365

Balance at 31 March 2025

12,004,447

2,443

12,006,890

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 April 2023

71,002

1,886,771

-

1,957,773

Changes in equity

Dividends

-

(605,850

)

-

(605,850

)

Total comprehensive income

-

593,414

761,916

1,355,330

Balance at 31 March 2024

71,002

1,874,335

761,916

2,707,253

Changes in equity

Dividends

-

(92,238

)

-

(92,238

)

Total comprehensive income

-

58,229

5,147

63,376

Revaluation release

-

20,586

(20,586

)

-

Balance at 31 March 2025

71,002

1,860,912

746,477

2,678,391

Cash flows from operating activities

Cash generated from operations

1

2,498,543

(682,517

)

Interest paid

(87,294

)

(10,581

)

Tax paid

77,081

(398,094

)

Net cash from operating activities

2,488,330

(1,091,192

)

Cash flows from investing activities

Purchase of tangible fixed assets

-

(52,902

)

Interest received

199,033

216,883

Net cash from investing activities

199,033

163,981

Cash flows from financing activities

Amount introduced by directors

-

21

Amount withdrawn by directors

(403,012

)

(1,251,282

)

Acquisition of non-controlling interests

-

(219,000

)

Share reduction non-controlling interest

-

8

Equity dividends paid

(92,238

)

(605,850

)

Net cash from financing activities

(495,250

)

(2,076,103

)

Increase/(decrease) in cash and cash equivalents

2,192,113

(3,003,314

)

Cash and cash equivalents at beginning of year

2

3,164,793

6,168,107

Cash and cash equivalents at end of year

2

5,356,906

3,164,793

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

2025

2024

£

£

Profit before taxation

1,650,172

1,518,271

Depreciation charges

71,663

71,801

Finance costs

87,294

10,581

Finance income

(199,033

)

(216,883

)

1,610,096

1,383,770

Increase in stocks

(802,047

)

(319,251

)

Increase in trade and other debtors

(216,865

)

(480,901

)

Increase/(decrease) in trade and other creditors

1,907,359

(1,266,135

)

Cash generated from operations

2,498,543

(682,517

)

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 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

5,356,906

3,164,793

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

3,164,793

6,168,107

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank

3,164,793

2,192,113

5,356,906

3,164,793

2,192,113

5,356,906

Total

3,164,793

2,192,113

5,356,906

1.	STATUTORY INFORMATION

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

The presentation currency of the financial statements is the Pound Sterling (£).

The principal activity of the group in the year under review was that of the manufacture and wholesale of a range of electronic products including TVs.

2.	STATEMENT OF COMPLIANCE

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. There were no material departures from that standard.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The financial statements have been prepared on a going concern basis.

Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company and all the subsidiary companies which it controls either directly or indirectly.

Intercompany transactions and balances between group companies are eliminated on consolidation.

The share of non-controlling interests in subsidiary companies is presented under the heading non-controlling interests in the consolidated balance sheet. Their share in the profit or loss for the year is disclosed as income attributable to non-controlling interests in the consolidated income statements.

The financial statements of all subsidiary companies are prepared to the same reporting date as the parent company. All subsidiary companies have been consolidated.

The cost of a business combination is the fair value at the acquisition date, of the assets given, equity instruments issued and liabilities incurred or assumed, plus directly attributable costs.

The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.