Company registration number 10164754 (England and Wales)
NL COMMERCIALS DARLINGTON LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
PAGES FOR FILING WITH REGISTRAR
NL COMMERCIALS DARLINGTON LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
NL COMMERCIALS DARLINGTON LIMITED
BALANCE SHEET
AS AT
30 JUNE 2025
30 June 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
3
6,965
9,286
Current assets
Debtors
4
268,751
293,082
Cash at bank and in hand
181,540
111,367
450,291
404,449
Creditors: amounts falling due within one year
5
(259,894)
(237,366)
Net current assets
190,397
167,083
Net assets
197,362
176,369
Capital and reserves
Called up share capital
100
100
Profit and loss reserves
197,262
176,269
Total equity
197,362
176,369

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 23 December 2025 and are signed on its behalf by:
Mr Wayne Lella
Director
Company registration number 10164754 (England and Wales)
NL COMMERCIALS DARLINGTON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
- 2 -
1
Accounting policies
Company information

NL Commercials Darlington Limited is a private company limited by shares incorporated in England and Wales. The registered office is Rouse Mill, Rouse Mill Lane, Batley, WF17 5QB.

1.1
Accounting convention

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

1.3
Turnover

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.

1.4
Tangible fixed assets

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

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

Fixtures and fittings
25% reducing balance

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 profit or loss.

1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

NL COMMERCIALS DARLINGTON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 3 -

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 profit or loss, 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 profit or loss, 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.

1.6
Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.7
Financial instruments

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 balance sheet 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

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.

Classification of financial liabilities

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

NL COMMERCIALS DARLINGTON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 4 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 paymen ts 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. A m ounts 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.

1.8
Equity instruments

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.

1.9
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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

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.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. 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 profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.10
Employee benefits

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.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

NL COMMERCIALS DARLINGTON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 5 -
2
Employees

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

2025
2024
Number
Number
Total
9
9
3
Tangible fixed assets
Fixtures and fittings
£
Cost
At 1 July 2024 and 30 June 2025
25,260
Depreciation and impairment
At 1 July 2024
15,974
Depreciation charged in the year
2,321
At 30 June 2025
18,295
Carrying amount
At 30 June 2025
6,965
At 30 June 2024
9,286
4
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
253,299
278,498
Other debtors
15,452
14,584
268,751
293,082

Amounts owed by group undertakings are interest free and repayable on demand.

NL COMMERCIALS DARLINGTON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 6 -
5
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
76,651
85,487
Amounts owed to group undertakings
23,579
23,579
Corporation tax
7,329
1,900
Other creditors
152,335
126,400
259,894
237,366

Amounts owed to group undertakings are interest free and repayable on demand.

6
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 30 June 2025 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.

Senior Statutory Auditor:
Jamie Williams
Statutory Auditor:
BHP LLP
Date of audit report:
23 December 2025
7
Financial commitments, guarantees and contingent liabilities

There is a cross guarantee between NL Commercials Holdings Limited, NL Commercials (Wakefield) Limited, NL Commercials (Leeds) Limited, NL Commercials Darlington Limited and NL Commercials (St Helens) Limited.

8
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Purchases & charges
2025
2024
£
£
Other related parties
17,629
9,664
NL COMMERCIALS DARLINGTON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
8
Related party transactions
(Continued)
- 7 -

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due to related parties
£
£
Other related parties
12,446
3,018
9
Parent company

The immediate parent undertaking is NL Commercials Holdings Limited, who owns 100% of the company's share capital. The company is registered in England and Wales.

The registered office of the parent undertaking is Rouse Mill, Rouse Mill Lane, Batley, West Yorkshire, WF17 5QB.

On 17th November 2025, Qubic Trustees Ltd increased their shareholding in NL Commercials Holdings Limited to 90% of the ordinary A shares and 85% of the ordinary B shares, through the establishment of an Employee Benefit Trust ("EBT"), Qubic Trustees. It has been determined that the EBT has the legal and beneficial ownership of the share of NL Commercials Holdings Limited as a result of the influence that it has over future decisions of the group. The EBT therefore became the ultimate controlling party on this date.

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