The director presents the strategic report for the year ended 31 December 2024.

We present a balanced and comprehensive review of the company’s financial performance and position for the year ended 2024. This review reflects the scale and non-complex nature of our business model, whilst recognising the risks and uncertainties inherent in our industry. 

Industry Review and Outlook 

The global technology sector continues to experience volatility, particularly in the pricing of memory and semiconductor components. In anticipation of these pressures, the company made strategic inventory purchases during the year, effectively hedging against subsequent increases in chip and memory costs. This proactive approach has safeguarded margins and ensured continuity of supply for our customers. 

The online gaming PC market remains resilient, with demand underpinned by strong consumer appetite for high-performance systems. Looking ahead, we expect continued growth in this segment, supported by expanding global markets and new distribution channels. 

Our established relationships with international partners in the Far East and Europe have enabled us to remain insulated from the impact of US tariffs, ensuring competitive pricing and supply chain stability. 

The Director continually assesses risks and uncertainties across the business. By working closely with suppliers, engaging with customers, and identifying new product opportunities, the company is well positioned to mitigate challenges. Investment in infrastructure and systems further strengthens our ability to deliver profitable growth. 

Key risks include: 

• Component price volatility – mitigated through forward purchasing and supplier diversification. 

• Global trade dynamics – offset by strong partnerships outside the US tariff regime. 

• Market competition – addressed through product innovation and customer engagement. 

• Credit Risk: Trade debtors are managed closely, with minimal exposure to bad debts due to the nature of our business model. The company remains vigilant in protecting its financial assets and will continue to pursue all available legal and commercial avenues to recover funds lost through fraud or misappropriation, ensuring that any such matters are addressed promptly and transparently. 

• Liquidity Risk: Working capital requirements are funded through retained profits and traditional banking facilities, ensuring sufficient cash flow to meet operational needs. In addition, the company has the ability to utilise equity in its property portfolio to secure further funding if required, providing an additional safeguard against liquidity pressures. 

Despite industry-wide cost pressures, the company delivered a solid performance: 

• Turnover: £35.5m (2023: £37.0m) 

• Gross Profit: £7.05m (2023: £7.8m) 

• Gross Profit Margin: 19.83% (2023: 20.97%) 

While turnover and margins reflect a modest decline compared to the prior year, the company’s strategic inventory management and operational improvements have positioned it strongly for future growth. 

The Director monitors turnover, gross profit, and gross margin as primary indicators of performance. These metrics, alongside operational efficiency gains from the ERP system and new framework enrolments, provide confidence in the company’s ability to deliver sustainable profitability. 

Employee Matters 

The company remains committed to creating a supportive, inclusive, and safe working environment for all employees. 

• Diversity and Inclusion: During the year, the company launched a formal Diversity and Inclusion policy, reinforcing its commitment to equal opportunities and fostering a workplace culture that values respect, fairness, and representation. 

• Employee Benefits Platform: An overhaul of the benefits platform has been completed, providing staff with access to a wide range of perks including retail discounts, wellbeing resources, and flexible benefits. This initiative supports employee satisfaction, retention, and overall wellbeing. 

• Facilities Management: Ongoing improvements to the company’s facilities have been overseen by a dedicated Facilities Manager, ensuring that workspaces remain modern, efficient, and conducive to productivity. 

• Health and Safety: The company continues to prioritise health and safety across all operations. No major accidents were recorded during the year, and the Directors reaffirm their commitment to maintaining high standards of workplace safety and compliance. 

The Director believes that by investing in people, facilities, and wellbeing, the company strengthens its ability to deliver operational excellence and achieve long-term growth. 

On behalf of the board

The director presents his annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company continues to be that of online retailer of gaming PCs and affiliated products; selling through both our own website and third party e-commerce platforms.

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £17,500 (2023: £31,842). The director does not recommend payment of a final dividend.

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

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

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the director is required to:

• select suitable accounting policies and then apply them consistently;

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

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

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

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

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

The Director is aware of irregularities identified in relation to purchases and supplier payments during the current and prior financial years. These matters are under investigation and have been formally reported to the appropriate authorities. 

The company has taken steps to strengthen its internal controls and has implemented enhanced safeguards, including segregation of duties, supplier verification checks, mandatory dual authorisation for higher-value payments, regular reconciliation of supplier statements, and the introduction of a new stock and warehouse management system. The Director has reviewed these measures and is satisfied that they provide adequate protection against recurrence. The financial impact of these matters is still being assessed. 

Fraud Recovery 

At this stage, it remains uncertain whether the company will be able to recover losses associated with these irregularities. Not withstanding this uncertainty, the company is actively pursuing all legal and commercial remedies available to it and is cooperating fully with the relevant authorities and regulatory bodies to ensure that every practicable avenue for restitution is explored. 

Governance and Compliance 

The Director remains committed to maintaining the highest standards of corporate governance and regulatory compliance. Oversight of financial and operational controls is exercised through regular board review, independent audit processes, and the implementation of enhanced risk management frameworks. 

In response to the irregularities identified, the company has strengthened its governance arrangements to ensure that internal controls are robust and effective. These measures include: 

• Enhanced board-level monitoring of financial transactions and supplier relationships 

• Clear escalation procedures for reporting concerns or anomalies 

• Regular internal audits and compliance reviews to test the effectiveness of controls 

• Ongoing training for staff on ethical conduct, fraud awareness, and regulatory obligations 

The Director confirms that the company is cooperating fully with the relevant authorities and regulatory bodies in relation to the matters under investigation. They further affirm their commitment to transparency, accountability, and the safeguarding of shareholder and stakeholder interests. 

Assurance Statement 

The Director has reviewed the enhanced internal controls and governance measures implemented during the year and is satisfied that they provide adequate safeguards against recurrence of irregularities. The Board is confident that the company’s systems of control, risk management, and compliance are appropriate to the scale and complexity of the business. The Director reaffirms their responsibility for ensuring that the company operates with integrity, transparency, and accountability, and will continue to monitor and strengthen these arrangements as necessary to protect the interests of shareholders, employees, customers, and other stakeholders. 

The financial statements have been prepared on a going concern basis, which the director considers appropriate.

As disclosed in Note 22, there are ongoing HMRC enquiries, relating to corporation tax for periods: December 2021/22/23 and a concluded enquiry for VAT for the period Jan 2021 to March 2022.

The corporation tax enquiries remain ongoing and HMRC has not yet concluded its investigation. The HMRC enquiry for December 2021 comes as a result of the fraud as noted above. December 2022/23 are routine compliance checks. While the company has been fully compliant and will continue to co-operate fully, the financial outcome remains uncertain.

Although the full extent of certain liabilities remains uncertain at the date of approval, the director has included prudent estimates of potential adverse outcomes in their forecasts. Based on this assessment, the director has concluded that the company has adequate resources to continue in operational existence for the foreseeable future and have therefore prepared the financial statements on a going concern basis.

Having considered these mitigating factors and the company's current trading performance and forecasts, despite the potential liability, the director has concluded it remains appropriate to prepare the financial statements on a going concern basis for at least twelve months from the date of approval.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of ADMI Limited (the 'company') for the year ended 31 December 2024 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

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

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

Basis for opinion

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

Emphasis of matter

We draw your attention to Note 22 to the financial statements and the Directors' Report on page 4, which describes the fraud that was identified during the year. As disclosed, the company discovered irregularities in relation to purchases and supplier payments during the current and prior financial years. These matters are under investigation and have been formally reported to the appropriate authorities. At the point of signing the financial statements, adjustments have been made for the known liabilities, see Note 34. Contingent liabilities exist at the date of approval; we refer you to Note 22.

The Directors' Report sets out the nature of the fraud, the actions taken by management to address the matter, including strengthening of internal controls, relevant authorities being informed and potential recovery proceedings.

Our opinion is not modified in respect of this matter.

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

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

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

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

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

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

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

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• considering the internal controls in place to mitigate risks of fraud and non compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

• reviewed client responses to ongoing HMRC enquiries and extended our audit procedures surrounding this area.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• enquiring of management as to actual and potential litigation and claims; and

• reviewing correspondence with HMRC, reviewing legal and professional fees incurred during the period to identify any potential indications of non-compliance with laws and regulations.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

Use of our report

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

The income statement has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

ADMI Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 2, Rosevale Business Park, Newcastle under Lyme, Staffordshire, ST5 7UB.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

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

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

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

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

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

The financial statements of the company are consolidated in the financial statements of ADMI Holdings Limited. These consolidated financial statements are available from its registered office, Unit 2, Rosevale Business Park, Newcastle Under Lyme, Staffordshire, ST5 7UB.

The financial statements have been prepared on a going concern basis. The director has assessed the company's ability to continue as a going concern for at least twelve months from the date of approval of these financial statements.

In making this assessment, the director has considered the company's financial position, cash flow forecasts, the financial impact of the fraud identified during the year, see Note 34, and the potential liabilities arising from the ongoing HMRC enquiry, see Note 22.

Although the full extent of certain liabilities remains uncertain at the date of approval, the director has included prudent estimates of potential adverse outcomes in their forecasts. Based on this assessment, the director has concluded that the company has adequate resources to continue in operational existence for the foreseeable future and have therefore, prepared the financial statements on a going concern basis.

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

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

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

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

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

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

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

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

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in the Statement of Comprehensive Income.

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

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

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

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

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

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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

Cash and cash equivalents are basic financial assets and include cash in hand.

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

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

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

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

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

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

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

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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

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

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

The directors consider that there are no critical judgements, key estimates or assumptions used in preparing the financial statements.

In the prior period the company's premises were broken into and just over £1m of stock was stolen. The Director has worked closely with the police and have also engaged with solicitors to recover the majority of the loss. The amounts that they have been unable to recover were included in the prior year accounts as an exceptional item.

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

Their aggregate remuneration comprised:

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

In addition to the amount charged to the income statement, the following amounts relating to tax have been recognised directly in other comprehensive income:

Tangible fixed assets includes assets held under finance leases or hire purchase contracts, as follows:

Investment property comprises of commercial property. The fair value of the investment property has been arrived at on the basis of a valuation carried out at by an external valuer Halls Holdings Ltd on 17 November 2023. The director has assessed the value of the property as the same as at 31 December 2024.

Investment property with a fair value of £1,007,000 (2023 - £1,007,000) have been pledged to secure borrowings of the company. The company is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

The bank loan is secured by fixed and floating charges over the assets of the company.

Obligations under finance leases are secured by the assets to which they relate.

Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

The bank loan is secured by fixed and floating charges over the assets of the company.

The bank loan bears variable interest at the Bank of England base rate plus 2.65% and is payable in monthly instalments. The loan matures in November 2028.

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

HMRC Tax Enquiry

In March 2024, HMRC commenced an enquiry into the company's tax affairs covering periods from April 2020 onwards. The enquiry relates to both Corporation Tax and VAT matters.

VAT Assessment

In December 2025, the company received a VAT assessment from HMRC. The financial impact of this assessment has been recognised in the financial statements as a prior year adjustment and is disclosed in Note 34. The quantum of any associated interest and penalties, cannot be reliably estimated at this time. Accordingly, no provision has been recognised in these financial statements.

Corporation Tax Position

The Corporation Tax element of the enquiry remains ongoing at the date these financial statements were approved. The quantum of any potential Corporation Tax liability, together with associated interest and penalties, cannot be reliably estimated at this time. Accordingly, no provision has been recognised in these financial statements.

The company has cooperated fully with HMRC throughout the enquiry and continues to engage constructively with the investigation.

Directors' Assessment

The directors have considered the potential financial impact of this matter. Based on the information currently available and having taken appropriate professional advice, the directors believe that any additional liability that may arise will not have a material adverse effect on the company's financial position or cash flows. The directors' assessment of going concern, which considers this contingent liability, is set out on page 5.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

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

At the year end the creditor liability was £11,192 (2023 - £5,253).

Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.

Ordinary A, B and C shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.

The share premium reserve represents the premium on the issue of new shares.

The non distributable fair value reserve relates to accumulated revaluations on Investment Property.

This reserve represents the redemption of shares.

The retained earnings reserve holds the retained earnings of the Company, after the deduction of any dividends paid in the period.

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

The operating lease is to third parties. The lease is negotiated over a term of 9 years. There are no options in place for either party to extend the lease terms.

The company is a wholly owned subsidiary of ADMI Holdings Limited and has taken advantage of the exemption conferred by FRS 102 not to disclose transactions with ADMI Holdings Limited.

The director has given a personal guarantee of £50,000 for the provision of financing facilities.

The ultimate parent company is ADMI Holdings Limited, incorporated in England and Wales. The registered office is Unit 2, Rosevale Business Park, Parkhouse, Newcastle Under Lyme, ST5 7UB.

The smallest and largest group in which the results of the company are consolidated is that headed by ADMI Holdings Limited, incorporated in the United Kingdom, registered office is Unit 2, Rosevale Business Park, Parkhouse, Newcastle Under Lyme, ST5 7UB. The consolidated accounts of this company are available to the public and may be obtained from Companies House.

HMRC VAT Assessment

In December 2025, the company received a VAT assessment from HMRC covering periods from January 2021 to March 2022. The assessment relates to input vat recovery.

The total assessment amounts to £611,262.

Accounting Treatment

The directors have concluded that the VAT assessment relates to errors in prior periods. In accordance with FRS 102 Section 10 'Accounting Policies, Estimates and Errors', the impact has been recognised as a prior prior period adjustment. The comparative figures for the year ended 31 December 2023 have been restated accordingly.

Impact on Prior Period Financial Statements

The effect of the restatement on the year ended 31 December 2023 is shown below: