REGISTERED NUMBER: 04897556 (England and Wales)

HOWGILL HOLDINGS LIMITED

GROUP STRATEGIC REPORT, DIRECTORS' REPORT AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

Page

Company Information

1

Group Strategic Report

2

Directors' Report

3

Independent Auditors' Report

5

Consolidated Statement of Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

17

Directors:

Mr J B Capper

Mr P A Cornthwaite

Mr M Bergerud

Mr R J Cockayne

Registered office:

Units 3-7 Tebay Business Park

Old Tebay

PENRITH

CA10 3SS

Registered number:

04897556 (England and Wales)

Auditors:

Xeinadin Audit Limited

Accountants and Statutory Auditors

Dalton House

9 Dalton Square

LANCASTER

LA1 1WD

Bankers:

National Westminster Bank plc

55 Main Street

Kirkby Lonsdale

CARNFORTH

LA6 2WY

Accountants:

Xeinadin

Dalton House

9 Dalton Square

LANCASTER

LA1 1WD

The directors present their strategic report of the company and the group for the year ended 30 April 2025.

Review of business

Like all businesses in the UK, we continue to face many challenges, some of which are outside of anyone's control, most of which are a result of the governments repeated own-goals and mismanagement of the economy.

We cannot overstate the effect the ongoing cost of living crisis is having on the retail sector and beyond. That, plus the increased cost of running a business, for example, the increase in employers' national insurance contributions and the ever-increasing cost of transport to name but two reasons, is the ideal recipe for restricting growth.

Although nobody in government is willing to deal with it directly, the train crash that is BREXIT continues to be a massive drag on business, we know we are not alone in this. Our sales to Europe were decimated virtually overnight and only now, are we beginning to overcome the insanity of making it harder to do business in Europe when the government should be doing everything within their power to make it easier.

So, given the on-going headwinds, we continue to navigate the good ship Lyon, a task made easier by our fantastic and talented team working at all levels. Our business model has become more flexible, enabling us to identify and open new markets quickly. We have also been working hard to develop more channels to these markets. For example, traditionally, we have been a distributor to our retail customers. This will continue to be a core part of our business and we will continue to strive to provide a "gold standard" service. We also sell direct to consumer (D2C) using a variety of digital facias, either developed in-house by ourselves or provided to us by our valued suppliers. We also have exciting plans for expansion to be actioned when appropriate.

Our Work and Rescue division continues to forge close ties with the rescue sector in particular and we have recently invested significantly in our training department which we believe to be one of the UK's leading facilities in the rope access market. We continue to partner closely with our suppliers and we are fortunate to represent the world's leading brands.

Our production department is a barometer of the health of our Work and Rescue division and we are pleased to see how busy our production team are. The strength of this department lies, of course, in the skilled and dedicated workforce we have, but also in the fact we are large enough to handle significant volume but small enough to provide bespoke, specialist solutions for our customers.

We are delighted to report the on-going success of having transitioned to Employee Ownership Trust (EOT) status. We now approach our fourth year of employee ownership and we are witnessing a healthy sense of ownership from our team and a greater sense of engagement at all levels. Long may this continue.

In conclusion, like most businesses, we have experienced another tough year. However, we remain in a strong position to meet head-on whatever challenges may be on the horizon next year.

On behalf of the board:

Mr J B Capper - Director

24 December 2025

The directors present their report with the financial statements of the company and the group for the year ended 30 April 2025.

Principal activity

The principal activity of the group in the year under review was that of the distribution of outdoor sport, recreation and vertical access equipment. Secondary activities include the manufacture of some of the items distributed and safety and access training for workers at height and rescue. There are also third party logistic operations.

Dividends

No dividends will be distributed for the year ended 30 April 2025.

Directors

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

Mr J B Capper

Mr P A Cornthwaite

Mr M Bergerud

Mr R J Cockayne

Financial instruments

Objectives and policies

The company aims to achieve steady growth and maintain a good profit margin.

This is achieved by all means possible, including realistic pricing, strict cost controls and efficient stock management.

Foreign exchange currency fluctuations could have a direct impact upon margins and profitability, however, foreign currency is forward bought where appropriate to minimise this particular risk.

The company also looks to adopt pro-active policies to meet the changes required by their distributor brands as when they are required.

Price risk, credit risk, liquidity risk and cash flow risk

Due to realistic pricing, sensible credit limits along with good credit controls and efficient stock management these risks have been minimised by the company.

Statement of directors' responsibilities

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he 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, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

Mr J B Capper - Director

24 December 2025

Opinion

We have audited the financial statements of Howgill Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 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 30 April 2025 and of the group's loss 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 Directors' Report, but does not include the financial statements and our Auditors' Report 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Directors' Report 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 Directors' Report.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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.

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:

- Enquiry of management and those charged with governance around actual and potential litigation and claims;

- Reviewing minutes of meetings of those charged with governance;

- 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;

- Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the Company is subject to many other laws and regulations where the consequence of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance the imposition of fines or litigation or the loss of the Company's license to operate. We identified the following areas as those most likely to have such an effect: health and safety, data protection laws, anti-bribery, money laundering and employment law compliance recognising the nature of the Company's activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

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 Auditors' 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 Auditors' 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.

T M Preece FCCA (Senior Statutory Auditor)

for and on behalf of Xeinadin Audit Limited

Accountants and Statutory Auditors

Dalton House

9 Dalton Square

LANCASTER

LA1 1WD

5 January 2026

Turnover

3

16,433,558

16,504,524

Cost of sales

10,952,270

11,114,982

Gross profit

5,481,288

5,389,542

Distribution costs

1,780,243

1,703,987

Administrative expenses

3,767,853

3,248,640

5,548,096

4,952,627

(66,808

)

436,915

Other operating income

48,795

60,732

Operating (loss)/profit

5

(18,013

)

497,647

Interest receivable and similar income

35,476

19,789

17,463

517,436

Interest payable and similar expenses

7

43,876

77,594

(Loss)/profit before taxation

(26,413

)

439,842

Tax on (loss)/profit

8

15,143

57,900

(Loss)/profit for the financial year

(41,556

)

381,942

Other comprehensive income

Lyon Equipment Employee Ownership Trust

(337,202

)

(430,511

)

Income tax relating to other comprehensive income

-

-

Other comprehensive income for the year, net of income tax

(337,202

)

(430,511

)

Total comprehensive income for the year

(378,758

)

(48,569

)

(Loss)/profit attributable to:

Owners of the parent

(41,556

)

381,942

Total comprehensive income attributable to:

Owners of the parent

(378,758

)

(48,569

)

Fixed assets

Intangible assets

11

67,083

102,083

Tangible assets

12

2,955,524

2,992,283

Investments

13

-

-

3,022,607

3,094,366

Current assets

Stocks

14

5,478,478

6,609,261

Debtors

15

4,801,361

4,923,972

Cash at bank and in hand

2,096,268

1,367,415

12,376,107

12,900,648

Creditors

Amounts falling due within one year

16

1,409,595

1,373,290

Net current assets

10,966,512

11,527,358

Total assets less current liabilities

13,989,119

14,621,724

Creditors

Amounts falling due after more than one year

17

(2,467,054

)

(2,735,615

)

Provisions for liabilities

21

(274,278

)

(259,564

)

Net assets

11,247,787

11,626,545

Capital and reserves

Called up share capital

22

500,000

500,000

Retained earnings

23

10,747,787

11,126,545

Shareholders' funds

11,247,787

11,626,545

The financial statements were approved by the Board of Directors and authorised for issue on 24 December 2025 and were signed on its behalf by:

Mr J B Capper - Director

Fixed assets

Intangible assets

11

-

-

Tangible assets

12

-

-

Investments

13

2,400,000

2,400,000

2,400,000

2,400,000

Current assets

Debtors

15

2,735,614

2,837,693

Creditors

Amounts falling due within one year

16

290,226

106,128

Net current assets

2,445,388

2,731,565

Total assets less current liabilities

4,845,388

5,131,565

Creditors

Amounts falling due after more than one year

17

2,449,738

2,735,615

Net assets

2,395,650

2,395,950

Capital and reserves

Called up share capital

22

500,000

500,000

Retained earnings

23

1,895,650

1,895,950

Shareholders' funds

2,395,650

2,395,950

Company's profit for the financial year

101,779

103,292

The financial statements were approved by the Board of Directors and authorised for issue on 24 December 2025 and were signed on its behalf by:

Mr J B Capper - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 May 2023

500,000

11,175,114

11,675,114

Changes in equity

Profit for the year

-

381,942

381,942

Other comprehensive income

-

(430,511

)

(430,511

)

Total comprehensive income

-

(48,569

)

(48,569

)

Balance at 30 April 2024

500,000

11,126,545

11,626,545

Changes in equity

Deficit for the year

-

(41,556

)

(41,556

)

Other comprehensive income

-

(337,202

)

(337,202

)

Total comprehensive income

-

(378,758

)

(378,758

)

Balance at 30 April 2025

500,000

10,747,787

11,247,787

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 May 2023

500,000

1,896,050

2,396,050

Changes in equity

Profit for the year

-

103,292

103,292

Other comprehensive income

-

(103,392

)

(103,392

)

Total comprehensive income

-

(100

)

(100

)

Balance at 30 April 2024

500,000

1,895,950

2,395,950

Changes in equity

Profit for the year

-

101,779

101,779

Other comprehensive income

-

(102,079

)

(102,079

)

Total comprehensive income

-

(300

)

(300

)

Balance at 30 April 2025

500,000

1,895,650

2,395,650

Cash flows from operating activities

Cash generated from operations

1

1,524,637

1,028,980

Interest paid

(42,793

)

(77,594

)

Interest element of hire purchase payments paid

(1,083

)

-

Tax paid

(164,219

)

(206,085

)

Net cash from operating activities

1,316,542

745,301

Cash flows from investing activities

Purchase of tangible fixed assets

(224,445

)

(173,828

)

Sale of tangible fixed assets

11,833

9,500

Interest received

35,476

19,789

Net cash from investing activities

(177,136

)

(144,539

)

Cash flows from financing activities

Capital repayments in year

28,728

-

Lyon Equipment Employee Ownership Trust

(235,123

)

(327,119

)

Capital contribution to EOT

(102,079

)

(103,392

)

Preference share redemption

(102,079

)

(103,391

)

Net cash from financing activities

(410,553

)

(533,902

)

Increase in cash and cash equivalents

728,853

66,860

Cash and cash equivalents at beginning of year

2

1,367,415

1,300,555

Cash and cash equivalents at end of year

2

2,096,268

1,367,415

1.	Reconciliation of (loss)/profit before taxation to cash generated from operations

2025

2024

as restated

£

£

(Loss)/profit before taxation

(26,413

)

439,842

Depreciation charges

290,704

284,854

Profit on disposal of fixed assets

(6,333

)

(9,500

)

Finance costs

43,876

77,594

Finance income

(35,476

)

(19,789

)

266,358

773,001

Decrease/(increase) in stocks

1,130,783

(228,587

)

Decrease in trade and other debtors

122,611

633,053

Increase/(decrease) in trade and other creditors

4,885

(148,487

)

Cash generated from operations

1,524,637

1,028,980

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 30 April 2025

30/4/25

1/5/24

£

£

Cash and cash equivalents

2,096,268

1,367,415

Year ended 30 April 2024

30/4/24

1/5/23

as restated

£

£

Cash and cash equivalents

1,367,415

1,300,555

3.	Analysis of changes in net debt

At 1/5/24

Cash flow

At 30/4/25

£

£

£

Net cash

Cash at bank and in hand

1,367,415

728,853

2,096,268

1,367,415

728,853

2,096,268

Debt

Finance leases

-

(28,728

)

(28,728

)

Debts falling due within 1 year

(102,079

)

(183,798

)

(285,877

)

Debts falling due after 1 year

(2,735,615

)

285,877

(2,449,738

)

(2,837,694

)

73,351

(2,764,343

)

Total

(1,470,279

)

802,204

(668,075

)

1.	Statutory information

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

2.	Accounting policies

Basis of preparing the financial statements

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

Turnover

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

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2017, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

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

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property

-

2% Straight line

Short leasehold

-

Over the life of the lease

Plant and machinery

-

15% Reducing balance

Fixtures and fittings

-

10% Reducing balance

Motor vehicles

-

25% on cost

Computer equipment

-

25% on cost

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell, after making due allowance for obsolete and slow moving items.

Financial instruments

The group uses forward foreign exchange contracts to manage its exposure to foreign currency risk. These financial instruments are not designated as hedge accounting relationships.

Forward contracts are recognised at fair value at the reporting date. Any gains or losses arising from changes in the fair value of forward contracts are recognised in the profit and loss account. The asset or liability included in the balance sheet is calculated as the difference between the total foreign currency commitment at the forward date and the total foreign currency commitment at the year end exchange rate.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

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

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

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

3.

Turnover

The turnover and loss (2024 - profit) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

2025

2024

as restated

£

£

United Kingdom

16,051,002

16,207,669

Europe

302,062

233,364

Rest of world

80,494

63,491

16,433,558

16,504,524