REGISTERED NUMBER: 08009857 (England and Wales)

Group Strategic Report,

Report of the Director and

Consolidated Financial Statements

for the Year Ended 31 March 2025

for

Industrial Control Distributors

(Holdings) Ltd

Page

Company Information

1

Group Strategic Report

2

to

3

Report of the Director

4

to

5

Report of the Independent Auditors

6

to

9

Consolidated Statement of 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

to

28

DIRECTOR:

J F Smith

REGISTERED OFFICE:

30 Harborough Road

Northampton

NN2 7AZ

REGISTERED NUMBER:

08009857 (England and Wales)

AUDITORS:

Clifford Roberts

Chartered Accountants &

Statutory Auditors

Pacioli House

9 Brookfield

Duncan Close

Northampton

Northamptonshire

NN3 6WL

The director presents his strategic report of the company and the group for the year ended 31 March 2025.

REVIEW OF BUSINESS

The turnover and gross profit margin are considered to be the KPI's of the group. These are analysed below:

2025

2024

Turnover

£13,940,656

£24,725,215

Gross profit margin

51.3%

42.0%

The directors are confident the company will continue trading as a going concern. As predicted, there has been a slowdown in activity, however the gross profit margins remain healthy. Two major operators have announced they will merge, so meaningful activity has slowed down until they have agreed terms.

Re-use of existing cabinets has been a focus to enable them to reduce costs but achieve upgrades to existing sites.

PRINCIPAL RISKS AND UNCERTAINTIES

Exposure to credit, liquidity and foreign currency risk arises in the normal course of the group's business. These risks are limited by the group's financial management policies described below.

Customer credit exposure

Credit terms may be offered to customers who are then permitted to make payment of the debt after delivery of the goods or service. The group is at risk to the extent that a customer may be unable to pay the debt on a specific due date. This risk is mitigated by the strong on-going customer relationships with predominantly large corporate companies and also by credit insurance.

Liquidity risk

The objective of the group in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The group expects to meet its financial obligations through operating cash flows. In the event that the operating cash flows would not cover all the financial obligations, the group would explore acquiring credit facilities. Given the cash reserves held by the group, the group is in a position to meet its commitments and obligations as they become due.

Foreign currency risk

The group is exposed to foreign currency risk as a result of its operations. Predominantly, the sales and purchases are denominated in Sterling. Due to the small number of foreign currency transactions, the group does not enter into forward currency contracts.

RESEARCH AND DEVELOPMENT

The company continues to undertake research and development activities, in particular this year with cabinet reuse, bringing opportunities to develop conversion kits.

EMPLOYMENT POLICY

The group employs new staff via agencies as the need arises. There is an equal opportunities policy in place and the staff are of multi gender and multi race.

FUTURE DEVELOPMENTS

The uncertainties and increases in future costs arising as a result of inflation have been considered by the director when assessing going concern as at the date of signing.

ON BEHALF OF THE BOARD:

J F Smith - Director

19 December 2025

The director presents his 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 manufacture and supply of communications equipment.

DIVIDENDS

An interim dividend of £150,000 per share was paid on 30 September 2024. The director recommends that no final dividend be paid.

The total distribution of dividends for the year ended 31 March 2025 will be £ 15,000,000 .

DIRECTOR

J F Smith held office during the whole of the period from 1 April 2024 to the date of this report.

DISCLOSURE IN THE STRATEGIC REPORT

Research and development activities, future developments, financial risk management objectives and policies in respect of the exposure to credit, liquidity and foreign currency risks are set out in the strategic report (as defined by section 414 C (11) of the Companies Act 2006).

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director 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 the group and of the profit or loss of the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Clifford Roberts, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J F Smith - Director

19 December 2025

Opinion

We have audited the financial statements of Industrial Control Distributors (Holdings) Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Statement of 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 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 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, 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 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 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 director either intends to liquidate the group or the parent company or to cease operations, or has 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.

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

-

We obtained an understanding of the legal and regulatory framework applicable to the parent company and the sector in which they operate. We determined that the following laws and regulations were most significant: the Companies Act 2006, UK Generally Accepted Accounting Practice and UK corporate taxation laws.

-

We obtained an understanding of how the parent company is complying with those legal and regulatory frameworks by making inquiries to the management and by observing the oversight of management, the culture of honesty and ethical behaviour and whether strong emphasis is placed on fraud prevention, which may reduce the opportunities for fraud to take place, and fraud deterrence, which could persuade individuals not to commit fraud in the first instance. We corroborated our inquiries through our review of all relevant available audit information.

-

We assessed and understood the susceptibility of the parent company's financial statements to material misstatement, including how fraud might occur. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. The audit procedures performed by the engagement team included:

>

identifying and assessing the design and effectiveness of controls management has in place to prevent and detect fraud;

>

understanding of how senior management considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

>

challenging assumptions and judgements made by management in its significant accounting estimates;

>

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

>

assessing the extent of compliance with relevant laws and regulations.

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.

Robert Dearing BEng FCA (Senior Statutory Auditor)

for and on behalf of Clifford Roberts

Chartered Accountants &

Statutory Auditors

Pacioli House

9 Brookfield

Duncan Close

Northampton

Northamptonshire

NN3 6WL

19 December 2025

TURNOVER

13,940,656

24,725,215

Cost of sales

6,787,646

14,346,619

GROSS PROFIT

7,153,010

10,378,596

Administrative expenses

2,588,415

2,809,586

OPERATING PROFIT

4

4,564,595

7,569,010

Income from interest in associated undertakings

-

6,298

Interest receivable and similar income

997,486

977,536

997,486

983,834

5,562,081

8,552,844

Interest payable and similar expenses

5

1,769,378

4,057,768

PROFIT BEFORE TAXATION

3,792,703

4,495,076

Tax on profit

6

1,250,396

2,036,404

PROFIT FOR THE FINANCIAL YEAR

2,542,307

2,458,672

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,542,307

2,458,672

Profit attributable to:

Owners of the parent

2,542,307

2,458,672

Total comprehensive income attributable to:

Owners of the parent

2,542,307

2,458,672

FIXED ASSETS

Intangible assets

9

-

12,110

Tangible assets

10

82,771

142,842

Investments

11

Interest in associate

-

26,165

82,771

181,117

CURRENT ASSETS

Stocks

12

1,871,710

1,679,694

Debtors

13

2,958,924

5,259,922

Cash at bank

17,231,622

28,098,068

22,062,256

35,037,684

CREDITORS

Amounts falling due within one year

14

2,153,133

2,794,064

NET CURRENT ASSETS

19,909,123

32,243,620

TOTAL ASSETS LESS CURRENT LIABILITIES

19,991,894

32,424,737

CREDITORS

Amounts falling due after more than one year

15

13,960,400

13,935,550

NET ASSETS

6,031,494

18,489,187

CAPITAL AND RESERVES

Called up share capital

18

100

100

Other reserves

19

-

1,176,462

Retained earnings

19

6,031,394

17,312,625

SHAREHOLDERS' FUNDS

6,031,494

18,489,187

The financial statements were approved by the director and authorised for issue on 19 December 2025 and were signed by:

J F Smith - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

-

200,000

-

200,000

CURRENT ASSETS

Debtors

13

562,533

17,922,533

Cash at bank

14,977,394

10,673,343

15,539,927

28,595,876

CREDITORS

Amounts falling due within one year

14

1,087,751

1,409,863

NET CURRENT ASSETS

14,452,176

27,186,013

TOTAL ASSETS LESS CURRENT LIABILITIES

14,452,176

27,386,013

CREDITORS

Amounts falling due after more than one year

15

13,960,400

13,935,550

NET ASSETS

491,776

13,450,463

CAPITAL AND RESERVES

Called up share capital

18

100

100

Other reserves

19

-

1,176,462

Retained earnings

19

491,676

12,273,901

SHAREHOLDERS' FUNDS

491,776

13,450,463

Company's profit for the financial year

2,041,313

2,267,441

The financial statements were approved by the director and authorised for issue on 19 December 2025 and were signed by:

J F Smith - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 April 2023

100

11,282,539

4,747,876

16,030,515

Changes in equity

Profit for the year

-

2,458,672

-

2,458,672

Total comprehensive income

-

2,458,672

-

2,458,672

Unwinding of interest

-

3,571,414

(3,571,414

)

-

Balance at 31 March 2024

100

17,312,625

1,176,462

18,489,187

Changes in equity

Profit for the year

-

2,542,307

-

2,542,307

Total comprehensive income

-

2,542,307

-

2,542,307

Dividends

-

(15,000,000

)

-

(15,000,000

)

Unwinding of interest

-

1,176,462

(1,176,462

)

-

Balance at 31 March 2025

100

6,031,394

-

6,031,494

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 April 2023

100

6,435,046

4,747,876

11,183,022

Changes in equity

Profit for the year

-

2,267,441

-

2,267,441

Total comprehensive income

-

2,267,441

-

2,267,441

Unwinding of interest

-

3,571,414

(3,571,414

)

-

Balance at 31 March 2024

100

12,273,901

1,176,462

13,450,463

Changes in equity

Profit for the year

-

2,041,313

-

2,041,313

Total comprehensive income

-

2,041,313

-

2,041,313

Dividends

-

(15,000,000

)

-

(15,000,000

)

Unwinding of interest

-

1,176,462

(1,176,462

)

-

Balance at 31 March 2025

100

491,676

-

491,776

Cash flows from operating activities

Cash generated from operations

1

7,017,566

7,120,970

Tax paid

(2,481,309

)

(1,016,983

)

Net cash from operating activities

4,536,257

6,103,987

Cash flows from investing activities

Purchase of tangible fixed assets

-

(3,842

)

Interest received

997,489

977,536

Dividends received

-

7,085

Net cash from investing activities

997,489

980,779

Cash flows from financing activities

Amount introduced by directors

4,000,000

-

Amount withdrawn by directors

(5,400,192

)

(4,788,857

)

Equity dividends paid

(15,000,000

)

-

Net cash from financing activities

(16,400,192

)

(4,788,857

)

(Decrease)/increase in cash and cash equivalents

(10,866,446

)

2,295,909

Cash and cash equivalents at beginning of year

2

28,098,068

25,802,159

Cash and cash equivalents at end of year

2

17,231,622

28,098,068

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

2025

2024

£

£

Profit before taxation

3,792,703

4,495,076

Depreciation charges

43,072

97,562

Loss on disposal of fixed assets

38,274

-

Finance costs

1,769,378

4,057,768

Finance income

(997,486

)

(983,834

)

4,645,941

7,666,572

(Increase)/decrease in stocks

(192,016

)

1,275,201

Decrease/(increase) in trade and other debtors

2,786,679

(649,092

)

Decrease in trade and other creditors

(223,038

)

(1,171,711

)

Cash generated from operations

7,017,566

7,120,970

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

17,231,622

28,098,068

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

28,098,068

25,802,159

Cash and cash equivalents includes £10,516,050 (2024: £10,000,000) in short term treasury deposits.

3.	ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

Other

non-cash

At 1.4.24

Cash flow

changes

At 31.3.25

£

£

£

£

Net cash

Cash at bank

28,098,068

(10,866,446

)

17,231,622

28,098,068

(10,866,446

)

17,231,622

Debt

Debts falling due

after 1 year

(13,935,550

)

1,151,612

(1,176,462

)

(13,960,400

)

(13,935,550

)

1,151,612

(1,176,462

)

(13,960,400

)

Total

14,162,518

(9,714,834

)

(1,176,462

)

3,271,222

1.	STATUTORY INFORMATION

Industrial Control Distributors (Holdings) Limited is a private limited company domiciled and incorporated in England and Wales. The registered office is 30 Harborough Road, Kingsthorpe, Northampton, Northamptonshire, England NN2 7AZ. The principal place of business is Units 8-9 Bridle Close, Finedon Road Industrial Estate, Wellingborough, Northamptonshire, England, NN8 4RN. The company's registered number can be found on the Company information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 - "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102") and with the Companies Act 2006. The financial statements have been prepared on the historical cost basis modified to include financial instruments at fair value where applicable.

The financial statements are presented in Sterling (£) and cover the period to 31st March each year.

Basis of consolidation

The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31st March each year. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Significant judgements and estimates

In the application of the group's accounting policies management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.

The key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below.

(a) Fair value, goodwill and amortisation

The amount of goodwill initially recognised as a result of a business combination is dependent on the allocation of the purchase price to the fair value of the identifiable assets acquired and the liabilities assumed. The determination of the fair value of the assets and liabilities is based, to a considerable extent, on management's judgement. The useful life used to amortise the goodwill is management's estimate of the period over which economic benefit will be derived from it.

(b) Present value of director loan

In determining the present value of the director loan, management have used an effective rate of interest from similar market loans. Due to the nature of the loan, future cash flows have also been estimated so that a present value can be reached.

Turnover

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

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