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Registered number: 09920685
Ross Osborne Group Ltd
Strategic Report, Director's Report and
Financial Statements
For The Year Ended 26 February 2025
Ross Osborne Group Ltd
Contents
Contents

| Page
--- | ---
Strategic Report | 1—2
Director's Report | 3
Independent Auditor's Report | 4—5
Consolidated Profit and Loss Account | 6
Consolidated Balance Sheet | 7—8
Company Balance Sheet | 9
Consolidated Statement of Changes in Equity | 10
Company Statement of Changes in Equity | 11
Consolidated Statement of Cash Flows | 12
Notes to the Consolidated Statement of Cash Flows | 13
Notes to the Financial Statements | 14—24

Page 1
Ross Osborne Group Ltd
Strategic Report
For The Year Ended 26 February 2025
Strategic Report
The director presents his strategic report for the year ended 26 February 2025.
Review of the Business
In the financial year 2025, the Group continued to build on the foundations laid in previous years, navigating an increasingly competitive market while capitalising on growth opportunities.
Market Conditions and Post-Pandemic Stability
The UK market has largely stabilised following the disruptions of the COVID-19 era. Consumer demand has remained steady, with purchasing behaviour now more predictable. While supply chain pressures have eased compared to prior years, global logistics challenges and inflationary trends still require proactive management.
Digital Transformation and E-Commerce Growth
Our digital transformation strategy has delivered strong results. The enhancements to our e-commerce platform and marketing initiatives have driven significant growth in online sales and customer engagement. Website traffic and conversion rates have improved markedly, reinforcing our position as a leading online supplier of power tools.
Operational Efficiency
The warehouse facility introduced an automated packaging machine which has delivered operational benefits. Streamlined logistics and reduced reliance on manual staff and has improved cost efficiency and service levels. These efficiencies have contributed to stronger margins and enhanced customer satisfaction.
Quality Management
Maintaining ISO 9001 certification remains a cornerstone of our commitment to quality. This focus on robust processes and customer service has strengthened trust and loyalty, supporting long-term growth.
Innovation and Product Development
The Tough Master range has seen further expansion, with new products launched to meet evolving customer needs. These innovations have been well received, driving sales growth and reinforcing our reputation for quality and reliability.
Financial Performance
Despite ongoing market challenges, the Group delivered a strong financial performance:

Financial KPIs | 2025 |  | 2024
| £m |  | £m
Sales | 50.6 |  | 42.8
Gross Profit | 5.9 |  | 6.1

Growth in sales reflects the success of our digital strategy, operational efficiencies, and product innovation.
Principal Risks and Uncertainties

- Supply Chain Resilience: Continued diversification of sourcing and strong supplier relationships mitigate potential disruptions.
- Technological Advancements: Ongoing investment in technology ensures we remain competitive and responsive to market trends.
- Cybersecurity: We maintain robust security protocols, including advanced encryption and continuous monitoring, to protect customer data and business systems.

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Ross Osborne Group Ltd
Strategic Report (continued)
For The Year Ended 26 February 2025
Future Developments
The strategic initiatives implemented over recent years have positioned the Group for sustainable growth. Our focus on digital transformation, operational excellence, and product innovation will remain central to our strategy. Looking ahead, we aim to further strengthen our market share, enhance customer experience, and deliver consistent profitability.
On behalf of the board

R Osborne Director
18 February 2026

Page 2
Page 3
Ross Osborne Group Ltd
Company No. 09920685
Director's Report For The Year Ended 26 February 2025
Director's Report
The director presents his report and the financial statements for the year ended 26 February 2025.
Principal Activity
The principal activity of the Company is that of a holding company. The principal activity of the subsidiarues of the Company is wholesale and retail of power tools and equipment. The Group predominantly sells these through online selling platforms and its own website.
Directors
The director who held office during the year were as follows:

R Osborne

Matters covered in the Strategic Report
Disclosures required under s416(4) of the Companies Act 2006 are commented upon in the Strategic Report as the director consider them to be of strategic importance to the business.
Statement of Director's Responsibilities
The director is responsible for preparing the Strategic Report, the Director's 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, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', and applicable law). Under company law the director 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 the financial statements the director is required to:

- select suitable accounting policies and then apply them consistently;
- make judgments and accounting estimates that are reasonable and prudent;
- state whether applicable United Kingdom Accounting Standards, comprising FRS102, have been followed subject to any material departures disclosed and explained in the financial statements;
- 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 and 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. 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.
The director is responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Statement of Disclosure of Information to Auditors
In the case of each director in office at the date the Director's Report is approved:

- so far as the director is aware, there is no relevant audit information of which the company and group's auditors are unaware; and
- they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and group's auditors are aware of that information.

Independent Auditors
The auditors, KRW Accountants Ltd, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.
On behalf of the board

R Osborne Director
18 February 2026

Page 3
Page 4
Independent Auditor's Report
to the Members of
Ross Osborne Group Ltd
Independent Auditor's Report
Opinion
We have audited the financial statements of Ross Osborne Group Ltd (the "parent company") and its subsidiaries (the "group") for the year ended 26 February 2025 which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes of Equity, Company Statement of Changes of Equity, Consolidated Cash Flow Statement and the related notes, 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".
In our opinion the financial statements:

- give a true and fair view of the state of the group's and of the parent company's affairs as at 26 February 2025 and of the group's profit/(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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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.
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 and parent company's ability to continue as a going concern for a period of at least 12 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 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. 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 Strategic Report and 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 Director's 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 parent company and their 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 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 or 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.

Page 4
Page 5
Independent Auditor's Report (continued)
to the Members of
Ross Osborne Group Ltd
Responsibilities of Directors
As explained more fully in the Director's Responsibilities Statement set out on page 3, 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 determine 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 group and 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.
Auditor's 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 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:
We evaluated the director's and management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to the posting of manual journals entries to manipulate financial performance, management bias through judgments and assumptions in significant accounting estimates, in particular in the treatment of supplier rebate provisions.
Our audit procedures were designed to respond to those idendified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included but were not limited to:
• discussing with the directors and management their policies and procedures regarding compliance with laws and regulations;
• communicating identified laws and regulations throughout our engagement team and remaining alert to any indication of non-compliance throughout our audit; and
• considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
Our audit procedures in relation to fraud included but were not limited to;
• making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
• gaining an understanding of the internal controls established to mitigate risks related to fraud;
• discussing amongst the engagement team the risks of fraud; and
• addressing the risk of fraud through management override of controls by performing journal entry testing.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website 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 that 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.

K R Witchell (Senior Statutory Auditor) for and on behalf of KRW Accountants Ltd , Statutory Auditor
18 February 2026
KRW Accountants Ltd Henge Barn Pury Hill Business Park Alderton Road Towcester Northamptonshire NN12 7LS

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Ross Osborne Group Ltd
Consolidated Profit and Loss Account
For The Year Ended 26 February 2025
Consolidated Profit and Loss Account

| 2025 |  | 2024
--- | --- | --- | ---
| Notes | £ |  | £
TURNOVER | 3 | 50,561,097 |  | 42,863,210
Cost of sales |  | (44,670,739 ) |  | (36,754,371 )
GROSS PROFIT |  | 5,890,358 |  | 6,108,839
Administrative expenses |  | (6,211,388 ) |  | (6,058,081 )
Other operating income |  | 563,272 |  | 98,400
OPERATING PROFIT | 5 | 242,242 |  | 149,158
Loss on disposal of fixed assets |  | (6,689 ) |  | -
Other interest receivable and similar income | 10 | 300,002 |  | 62,579
Interest payable and similar charges | 11 | (169,923 ) |  | (152,685 )
PROFIT BEFORE TAXATION |  | 365,632 |  | 59,052
Tax on Profit | 12 | (96,903 ) |  | (10,529 )
PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL YEAR |  | 268,729 |  | 48,523
Profit attributable to:
Owners of the parent |  | 242,578 |  | 44,045
Non-controlling interest |  | 26,151 |  | 4,478
|  | 268,729 |  | 48,523

The notes on pages 13 to 24 form part of these financial statements.
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Ross Osborne Group Ltd
Consolidated Balance Sheet
As At 26 February 2025
Consolidated Balance Sheet
Registered number: 09920685

| 2025 | 2024
--- | --- | ---
| Notes | £ | £ | £ | £
FIXED ASSETS
Intangible Assets | 13 |  | 481,287 |  | 111,637
Tangible Assets | 14 |  | 988,138 |  | 271,026
|  |  | 1,469,425 |  | 382,663
CURRENT ASSETS
Stocks | 16 | 6,038,542 |  | 5,719,355 |
Debtors | 17 | 6,372,758 |  | 5,567,461 |
Cash at bank and in hand |  | 158,588 |  | 491,052 |
|  | 12,569,888 |  | 11,777,868 |
Creditors: Amounts Falling Due Within One Year | 18 | (7,339,781 ) |  | (5,777,134 ) |
NET CURRENT ASSETS (LIABILITIES) |  |  | 5,230,107 |  | 6,000,734
TOTAL ASSETS LESS CURRENT LIABILITIES |  |  | 6,699,532 |  | 6,383,397
Creditors: Amounts Falling Due After More Than One Year | 19 |  | (761,837 ) |  | (812,351 )
PROVISIONS FOR LIABILITIES
Deferred Taxation | 22 |  | (223,814 ) |  | (58,493 )
NET ASSETS |  |  | 5,713,881 |  | 5,512,553
CAPITAL AND RESERVES
Called up share capital | 24 |  | 100 |  | 1
Other reserves |  |  | 3,780,000 |  | 3,780,000
Profit and Loss Account |  |  | 1,655,116 |  | 1,480,038
Equity attributable to owners of the parent |  |  | 5,435,216 |  | 5,260,039
Non-controlling interest |  |  | 278,665 |  | 252,514
TOTAL EQUITY |  |  | 5,713,881 |  | 5,512,553

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Ross Osborne Group Ltd
Consolidated Balance Sheet (continued)
As At 26 February 2025
On behalf of the board

R Osborne Director
18 February 2026

The notes on pages 13 to 24 form part of these financial statements.
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Ross Osborne Group Ltd
Company Balance Sheet
As At 26 February 2025
Company Balance Sheet
Registered number: 09920685

| 2025 | 2024
--- | --- | ---
| Notes | £ | £ | £ | £
FIXED ASSETS
Investments | 15 |  | 3,780,190 |  | 3,780,190
|  |  | 3,780,190 |  | 3,780,190
Creditors: Amounts Falling Due Within One Year | 18 | (529,202 ) |  | (591,803 ) |
NET CURRENT ASSETS (LIABILITIES) |  |  | (529,202 ) |  | (591,803 )
TOTAL ASSETS LESS CURRENT LIABILITIES |  |  | 3,250,988 |  | 3,188,387
NET ASSETS |  |  | 3,250,988 |  | 3,188,387
CAPITAL AND RESERVES
Called up share capital | 24 |  | 100 |  | 1
Profit and Loss Account |  |  | 3,250,888 |  | 3,188,386
SHAREHOLDERS' FUNDS |  |  | 3,250,988 |  | 3,188,387

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's profit for the year was £ 130,002 (2024: £ profit).
On behalf of the board

R Osborne Director
18 February 2026

The notes on pages 13 to 24 form part of these financial statements.
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Ross Osborne Group Ltd
Consolidated Statement of Changes in Equity
For The Year Ended 26 February 2025
Consolidated Statement of Changes in Equity

| Share Capital | Other reserves | Profit and Loss Account | Total Attributable to Parent
--- | --- | --- | --- | ---
| £ | £ | £ | £
As at 27 February 2023 | 1 | 3,780,000 | 1,708,493 | 5,488,494
Profit for the year and total comprehensive income | - | - | 44,045 | 44,045
Dividends paid | - | - | (272,500) | (272,500)
As at 26 February 2024 and 27 February 2024 | 1 | 3,780,000 | 1,480,038 | 5,260,039
Profit for the year and total comprehensive income | - | - | 242,578 | 242,578
Dividends paid | - | - | (67,500) | (67,500)
Arising on shares issued during the period | 99 | - | - | 99
As at 26 February 2025 | 100 | 3,780,000 | 1,655,116 | 5,435,216

| Non-controlling interest | Total
--- | --- | ---
| £ | £
As at 27 February 2023 | 248,036 | 5,736,530
Profit for the year and total comprehensive income | 4,478 | 48,523
Dividends paid | - | (272,500)
As at 26 February 2024 and 27 February 2024 | 252,514 | 5,512,553
Profit for the year and total comprehensive income | 26,151 | 268,729
Dividends paid | - | (67,500)
Arising on shares issued during the period | - | 99
As at 26 February 2025 | 278,665 | 5,713,881

Page 10
Page 11
Ross Osborne Group Ltd
Company Statement of Changes in Equity
For The Year Ended 26 February 2025
Company Statement of Changes in Equity

| Share Capital | Profit and Loss Account | Total
--- | --- | --- | ---
| £ | £ | £
As at 27 February 2023 | 1 | 3,460,886 | 3,460,887
Dividends paid | - | (272,500) | (272,500)
As at 26 February 2024 and 27 February 2024 | 1 | 3,188,386 | 3,188,387
Profit for the year and total comprehensive income | - | 130,002 | 130,002
Dividends paid | - | (67,500) | (67,500)
Arising on shares issued during the period | 99 | - | 99
As at 26 February 2025 | 100 | 3,250,888 | 3,250,988

Page 11
Page 12
Ross Osborne Group Ltd
Consolidated Statement of Cash Flows
For The Year Ended 26 February 2025
Consolidated Statement of Cash Flows

| 2025 |  | 2024
| Notes | £ |  | £
Cash flows from operating activities
Net cash generated from operations | 1 | 13,315 |  | 2,228,976
Interest (paid)/refunded |  | (169,923 ) |  | 1
Tax paid |  | (112,605 ) |  | (13,745 )
Net cash (used in)/generated from operating activities |  | (269,213 ) |  | 2,215,232
Cash flows from investing activities
Purchase of intangible assets |  | (436,744 ) |  | (58,937 )
Purchase of tangible assets |  | (881,298 ) |  | (82,586 )
Proceeds from disposal of tangible assets |  | 31,366 |  | 20,617
Interest received |  | 300,002 |  | 62,579
Net cash used in investing activities |  | (986,674 ) |  | (58,327 )
Cash flows from financing activities
Proceeds from issue of share capital |  | 99 |  | -
Equity dividends paid |  | (67,500 ) |  | (272,500 )
Proceeds from new bank borrowings |  | - |  | (303,741 )
Repayment of bank borrowings |  | (179,256 ) |  | (183,115 )
Repayment of other loans |  | (524,961) |  | -
Repayment of finance leases |  | 681,997 |  | (12,487 )
Amount introduced by directors |  | 83,987 |  | -
Net cash used in financing activities |  | (5,634 ) |  | (771,843 )
(Decrease)/increase in cash and cash equivalents |  | (1,261,521 ) |  | 1,385,062
Cash and cash equivalents at beginning of year | 2 | 491,052 |  | (894,010 )
Cash and cash equivalents at end of year | 2 | (770,469 ) |  | 491,052

Page 12
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Ross Osborne Group Ltd
Notes to the Consolidated Statement of Cash Flows
For The Year Ended 26 February 2025
Notes to the Consolidated Statement of Cash Flows
1. Reconciliation of profit for the financial year to cash generated from operations

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Profit for the financial year | 268,729 |  | 48,523
Adjustments for:
Tax on profit | 96,903 |  | 10,529
Interest expense | 169,923 |  | 152,685
Interest income | (300,002 ) |  | (62,579 )
Amortisation of intangible assets | 67,094 |  | 37,926
Depreciation of tangible assets | 126,132 |  | 108,738
Loss/(profit) on disposal of tangible assets | 6,689 |  | (70)
Foreign exchange losses | 5 |  | 1
Movements in working capital:
Increase in stocks | (319,187 ) |  | (1,329,124 )
(Increase)/decrease in trade and other debtors | (805,130 ) |  | 646,834
Increase in trade and other creditors | 702,159 |  | 2,615,513
Net cash generated from operations | 13,315 |  | 2,228,976

2. Cash and cash equivalents
Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Cash at bank and in hand | 158,588 |  | 491,052
Overdraft facilities repayable on demand | (929,057 ) |  | -
Cash and cash equivalents as stated in the Statement of Cash Flows | (770,469) |  | 491,052

3. Analysis of changes in net debt

| As at 27 February 2024 | Cash flows | As at 26 February 2025
--- | --- | --- | ---
| £ | £ | £
Cash at bank and in hand | 491,052 | (332,464) | 158,588
Overdraft facilities repayable on demand | - | (929,057) | (929,057)
Cash and cash equivalents | 491,052 | (1,261,521) | (770,469 )
Finance leases | (32,473) | (682,003) | (714,476)
Debts falling due within one year | (483,779 ) | 114,549 | (369,230 )
Debts falling due after more than one year | (791,376) | 589,668 | (201,708)
| (816,576) | (1,239,307) | (2,055,883)

Page 13
Page 14
Ross Osborne Group Ltd
Notes to the Financial Statements
For The Year Ended 26 February 2025
Notes to the Financial Statements
1. General Information
Ross Osborne Group Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 09920685 .
The address of its registered office is:
Henge Barn
Pury Hill Business Park
Alderton Road
Towcester
NN12 7LS
The principal place of business is:
9 Holdom Avenue
Saxon Business Park
Milton Keynes
MK1 1QU
Ross Osborne Group Ltd has issued a parent company guarantee pursuant to Section 479c of the Companies Act 2006 for the financial year on behalf of Compare the Tools Limited. The parent guarantee applies to all outstanding liabilities at the balance sheet date until obligations have been fullfilled. Compare the Tools Limited have applied the exemption from statutory audit under 479a of the Companies Act 2006.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.
2.2. Basis Of Consolidation
The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 26 February 2025.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.
Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting.
Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.
Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.
Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.
Page 14
Page 15
Ross Osborne Group Ltd
Notes to the Financial Statements (continued)
For The Year Ended 26 February 2025
2.3. Business Combinations
Business combinations are accounted for by applying the purchase method.
The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.
Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.
2.4. Going Concern Disclosure
The directors have not identified any material uncertainties related to events or conditions that may cast significant doubt about the group and parent company's ability to continue as a going concern. In arriving at this conclusion the director has considered the profit and cashflow forecasts of the group under a range of scenarios, alongside consideration of the cash available to the group.
2.5. Turnover
Tunover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover compromises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the company's acitivities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
Sale of Goods
Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
- The turnover has transferred the significant risks and rewards of ownership to the buyer;
- The company retains neither continuing managerial involvement to the degree usually assoicated with ownership nor effective control of the goods;
- The amount of turnover can be reliably measured; and
- It is probable that the company will receive the consideration due under the transaction.
2.6. Intangible Fixed Assets and Amortisation - Other Intangible
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class Amortisation method and rate
Website development 3 years straight line
2.7. Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Leasehold | 25% Straight line
Plant & Machinery | 20% Straight Line
Motor Vehicles | 20% Straight Line
Fixtures & Fittings | 20% Straight Line
Computer Equipment | 20% Straight Line

2.8. Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Page 15
Page 16
Ross Osborne Group Ltd
Notes to the Financial Statements (continued)
For The Year Ended 26 February 2025
2.9. Leasing and Hire Purchase Contracts
Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the group. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.
2.10. Stocks and Work in Progress
Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks.
Cost is determined using the first-in, first-out method. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.
Work in progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.
At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.
2.11. Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.
2.12. Foreign Currencies
Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
2.13. Taxation
Income 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 profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.
Page 16
Page 17
Ross Osborne Group Ltd
Notes to the Financial Statements (continued)
For The Year Ended 26 February 2025
2.14. Pensions
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
2.15. Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
3. Turnover
Analysis of turnover by geographical market is as follows:

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
United Kingdom | 50,561,097 |  | 42,857,655
| 50,561,097 |  | 42,857,655

4. Other Operating Income

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Other operating income | 563,272 |  | 98,400
| 563,272 |  | 98,400

5. Operating Profit
The operating profit is stated after charging:

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Bad debts | 65,681 |  | -
Depreciation of tangible fixed assets | 126,132 |  | 108,738
Amortisation of intangible fixed assets | 67,094 |  | 37,926
Profit on disposal of tangible fixed assets | - |  | (70 )

6. Auditor's Remuneration
Remuneration received by the group's auditors and their associates during the year was as follows:

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Audit Services
Audit of the company's financial statements | 27,000 |  | 24,000

Page 17
Page 18
Ross Osborne Group Ltd
Notes to the Financial Statements (continued)
For The Year Ended 26 February 2025
7. Staff Costs
Staff costs, including directors' remuneration, were as follows:

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Wages and salaries | 1,617,525 |  | 1,513,413
Social security costs | 183,988 |  | 146,868
Other pension costs | 38,576 |  | 33,348
| 1,840,089 |  | 1,693,629

8. Average Number of Employees
Group
Average number of employees, including directors, during the year was: 55 (2024: 47)
Company
Average number of employees, including directors, during the year was: 1 (2024: 1)
55 47
1 1
9. Director's remuneration

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Emoluments | 46,000 |  | 122,667
Company contributions to money purchase pension schemes | 1,193 |  | -
| 47,193 |  | 122,667

10. Interest Receivable and Similar Income

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Bank interest receivable | 2 |  | -
Other interest receivable | 300,000 |  | 62,579
| 300,002 |  | 62,579

11. Interest Payable and Similar Charges

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Bank loans and overdrafts | 123,719 |  | 53,948
Interest payable on other loans | - |  | 93,000
Finance charges payable under finance leases and hire purchase contracts | 15,240 |  | 2,347
Foreign exchange charges | 30,964 |  | -
Loss on derivative financial instruments | - |  | 3,390
| 169,923 |  | 152,685

Page 18
Page 19
Ross Osborne Group Ltd
Notes to the Financial Statements (continued)
For The Year Ended 26 February 2025
12. Tax on Profit

The tax charge on the profit for the year was as follows:
| Tax Rate | 2025 |  | 2024
--- | --- | --- | --- | ---
| 2025 | 2024 | £ |  | £
Current tax
UK Corporation Tax | 25.0% | - | - |  | -
Prior period adjustment | (68,418 ) |  | -
| (68,418 ) |  | -
Deferred Tax
Origination and reversal of timing differences | 165,321 |  | 10,529
Total tax charge for the period | 96,903 |  | 10,529
The actual charge for the year can be reconciled to the expected charge for the year based on the profit and the standard rate of corporation tax as follows:
| 2025 |  | 2024
| £ |  | £
Profit before tax | 365,632 |  | 59,052
Tax on profit at 25% (UK standard rate) | 91,408 |  | 14,538
Goodwill/depreciation not allowed for tax | 48,306 |  | -
Expenses not deductible for tax purposes | 1,401 |  | 48,524
Tax losses utilised | 31,345 |  | (84,968 )
Capital allowances | (177,590 ) |  | 22,616
Short term timing differences | 5,130 |  | 10,529
Prior period adjustment | (68,418 ) |  | -
Difference in tax rates | 165,321 |  | -
Group relief | - |  | (710 )
Total tax charge for the period | 96,903 |  | 10,529

13. Intangible Assets
Group

| Other | Website Development Costs | Total
--- | --- | --- | ---
| £ | £ | £
Cost
As at 27 February 2024 | - | 157,365 | 157,365
Additions | 285,900 | 150,844 | 436,744
As at 26 February 2025 | 285,900 | 308,209 | 594,109
Amortisation
As at 27 February 2024 | - | 45,728 | 45,728
Provided during the period | - | 67,094 | 67,094
As at 26 February 2025 | - | 112,822 | 112,822

...CONTINUED
Page 19
Page 20
Ross Osborne Group Ltd
Notes to the Financial Statements (continued)
For The Year Ended 26 February 2025

Net Book Value
As at 26 February 2025 | 285,900 | 195,387 | 481,287
As at 27 February 2024 | - | 111,637 | 111,637

Company
The company had no intangible fixed assets as at 26 February 2025 or 26 February 2024.
14. Tangible Assets
Group

| Land & Property
--- | ---
| Leasehold | Plant & Machinery | Motor Vehicles | Fixtures & Fittings
| £ | £ | £ | £
Cost
As at 27 February 2024 | - | 85,766 | 68,672 | 660,931
Additions | 11,217 | 740,456 | 75,346 | 43,019
Disposals | - | - | (34,079 ) | -
Transfers | 85,766 | 31,211 | - | (294,274 )
As at 26 February 2025 | 96,983 | 857,433 | 109,939 | 409,676
Depreciation
As at 27 February 2024 | - | 28,490 | 2,157 | 513,696
Provided during the period | 22,376 | 31,712 | 18,680 | 40,460
Disposals | - | - | 3,976 | -
Transfers | 28,490 | 49,291 | - | (236,879 )
As at 26 February 2025 | 50,866 | 109,493 | 24,813 | 317,277
Net Book Value
As at 26 February 2025 | 46,117 | 747,940 | 85,126 | 92,399
As at 27 February 2024 | - | 57,276 | 66,515 | 147,235

| Computer Equipment | Total
--- | --- | ---
| £ | £
Cost
As at 27 February 2024 | - | 815,369
Additions | 11,260 | 881,298
Disposals | - | (34,079 )
Transfers | 177,298 | 1
As at 26 February 2025 | 188,558 | 1,662,589
Depreciation
As at 27 February 2024 | - | 544,343
Provided during the period | 12,904 | 126,132
Disposals | - | 3,976
Transfers | 159,098 | -
As at 26 February 2025 | 172,002 | 674,451

...CONTINUED
Page 20
Page 21
Ross Osborne Group Ltd
Notes to the Financial Statements (continued)
For The Year Ended 26 February 2025

Net Book Value
As at 26 February 2025 | 16,556 | 988,138
As at 27 February 2024 | - | 271,026

Included above are assets held under finance leases or hire purchase contracts with a net book value as follows:

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Plant & Machinery | 733,313 |  | -

Company
The company had no tangible fixed assets as at 26 February 2025 or 26 February 2024.
15. Investments
Company

| Subsidiaries
--- | ---
| £
Cost
As at 27 February 2024 | 3,780,190
As at 26 February 2025 | 3,780,190
Provision
As at 27 February 2024 | -
As at 26 February 2025 | -
Net Book Value
As at 26 February 2025 | 3,780,190
As at 27 February 2024 | 3,780,190

Page 21
Page 22
Ross Osborne Group Ltd
Notes to the Financial Statements (continued)
For The Year Ended 26 February 2025
Subsidiaries
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Name of undertaking | Registered Office | Class of shares held | Direct holding | Indirect holding
--- | --- | --- | --- | ---
UK Planet Tools Ltd | Henge Barn, Pury Hill Business Park, Alderton Road, Towcester, NN12 7LD | Ordinary shares | 90.00% | -
Compare The Tools Limited | Henge Barn, Pury Hill Business Park, Alderton Road, Towcester, NN12 7LD | Ordinary shares | 100.00% | -

Compare the Tools Limited, a subsidiary of Ross Osborne Group Ltd, is exempt from ther requirement of the Companies Act 2006 relating to the audit of individual accounts by virtue of section 479A of the Companies Act. Ross Osborne Group Ltd has provided a guarantee of liabilities.
16. Stocks

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Stock | 6,038,542 |  | 5,719,355

17. Debtors

| Group |  | Company
--- | --- | --- | ---
| 2025 |  | 2024 |  | 2025 |  | 2024
| £ |  | £ |  | £ |  | £
Due within one year
Trade debtors | 1,461,515 |  | 1,414,240 |  | - |  | -
Amounts owed by group undertakings | 262,557 |  | - |  | - |  | -
Other debtors | 4,648,686 |  | 4,153,221 |  | - |  | -
| 6,372,758 |  | 5,567,461 |  | - |  | -

18. Creditors: Amounts Falling Due Within One Year

| Group |  | Company
--- | --- | --- | ---
| 2025 |  | 2024 |  | 2025 |  | 2024
| £ |  | £ |  | £ |  | £
Net obligations under finance lease and hire purchase contracts | 154,347 |  | 11,498 |  | - |  | -
Trade creditors | 4,706,935 |  | 4,517,839 |  | - |  | -
Bank loans and overdrafts | 1,108,567 |  | 173,955 |  | - |  | -
Other loans | 189,720 |  | 309,824 |  | 189,719 |  | -
Amounts owed to group undertakings | 262,557 |  | 1 |  | 241,948 |  | 591,733
Other creditors | 518,836 |  | 335,804 |  | 97,535 |  | 68
Corporation tax | 200 |  | 181,223 |  | - |  | 2
Taxation and social security | 368,994 |  | 29,152 |  | - |  | -
Accruals and deferred income | 29,625 |  | 217,838 |  | - |  | -
| 7,339,781 |  | 5,777,134 |  | 529,202 |  | 591,803

Page 22
Page 23
Ross Osborne Group Ltd
Notes to the Financial Statements (continued)
For The Year Ended 26 February 2025
19. Creditors: Amounts Falling Due After More Than One Year

| Group |
--- | --- | ---
| 2025 |  | 2024
| £ |  | £
Net obligations under finance lease and hire purchase contracts | 560,129 |  | 20,975
Bank loans | 201,708 |  | 386,519
Other loans | - |  | 404,857
| 761,837 |  | 812,351

20. Loans

| Group |  | Company
--- | --- | --- | ---
| 2025 |  | 2024 |  | 2025 |  | 2024
| £ |  | £ |  | £ |  | £
Amounts falling due within one year or on demand:
Bank loans | 179,510 |  | 173,955 |  | - |  | -
Other loans | 189,720 |  | 309,824 |  | 189,719 |  | -
| 369,230 |  | 483,779 |  | 189,719 |  | -

| Group |
--- | --- | ---
| 2025 |  | 2024
| £ |  | £
Amounts falling due between one and five years:
Bank loans | 201,708 |  | 386,519
Other loans | - |  | 404,857
| 201,708 |  | 791,376

21. Obligations Under Finance Leases and Hire Purchase

| Group |
--- | --- | ---
| 2025 |  | 2024
| £ |  | £
The future minimum finance lease payments are as follows:
Not later than one year | 154,347 |  | 11,498
Later than one year and not later than five years | 560,129 |  | 20,975
| 714,476 |  | 32,473
| 714,476 |  | 32,473

22. Deferred Taxation
The provision for deferred tax is made up as follows:

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
Other timing differences | 223,814 |  | 58,493

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Ross Osborne Group Ltd
Notes to the Financial Statements (continued)
For The Year Ended 26 February 2025
23. Provisions for Liabilities

Group
| Deferred Tax | Total
--- | --- | ---
| £ | £
As at 27 February 2024 | 58,493 | 58,493
Origination and reversal of timing differences | 165,321 | 165,321
Balance at 26 February 2025 | 223,814 | 223,814

24. Share Capital

| 2025 |  | 2024
--- | --- | --- | ---
Allotted, called up and fully paid | £ |  | £
100 Ordinary Shares of £ 1.00 each | 100 |  | 1

Shares issued during the period: | £
99 Ordinary Shares of £ 1.00 each | 99

25. Pension Commitments
The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.
During the year the charge to the profit and loss account in respect of defined contribution schemes was £38,576 (2024: £33,348).
At the balance sheet date contributions of £NIL were due to the fund and are included in creditors.
26. Dividends

| 2025 |  | 2024
--- | --- | --- | ---
| £ |  | £
On equity shares:
Interim dividend paid | 67,500 |  | 272,500

27. Related Party Disclosures
Key management personnel (including directors) received compensation of £155,727 (2024: £122,666)
155,727 122,666
Ross Osborne Properties Limited
A company in which the director also has an interest.
UK Planet Tools Limited has lent Ross Osborne Properties Limited £376,610 (2024: £352,610), this was outstanding at the year end and included within Other debtors. There is no interest charged on the loan. The loan is repayable on demand.
28. Controlling Parties
The company's ultimate controlling party is R Osborne by virtue of their interest in the share capital of the company.
29. Bank Borrowings and Security
The group has banking facilities with Lloyds Bank PLC. These facilities are secured by:
• a fixed charge and negative pledge created on 1 February 2019; and
• a fixed and floating charge, including a floating charge over all the undertaking and assets of the company, also created on 1 February 2019, which additionally contains a negative pledge.
The charges remain outstanding at the year end.
The total amount outstanding to Lloyds Bank PLC under these facilities at the year end was £1,301,117 (2024: £536,364).
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