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Registered number: 13636066 TOOLSGROUP UK OPERATIONS LIMITED DIRECTORS' REPORT AND CONSOLIDATED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 DECEMBER 2024
TOOLSGROUP UK OPERATIONS LIMITED REGISTERED NUMBER: 13636066 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 5 |  | 4,668,006 |  | 5,442,676
Tangible assets | 6 |  | 10,253 |  | 8,982
|  |  | 4,678,259 |  | 5,451,658
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 8 | 3,990,797 |  | 4,485,619 |
Cash at bank and in hand | 9 | 143,013 |  | 437,297 |
|  | 4,133,810 |  | 4,922,916 |
Creditors: amounts falling due within one year | 10 | (9,621,064) |  | (9,821,369) |
Net current liabilities |  |  | (5,487,254) |  | (4,898,453)
Total assets less current liabilities |  |  | (808,995) |  | 553,205
Provisions for liabilities |  |  |  |  |
Deferred tax | 11 | (1,020) |  | (1,020) |
|  |  | (1,020) |  | (1,020)
Net (liabilities)/assets |  |  | (810,015) |  | 552,185
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 950,431 |  | 950,431
Profit and loss account | 12 |  | (1,760,446) |  | (398,246)
|  |  | (810,015) |  | 552,185
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 March 2026.
H Reba
Director
The notes on pages 6 to 18 form part of these financial statements. Page 1
TOOLSGROUP UK OPERATIONS LIMITED REGISTERED NUMBER: 13636066 CONSOLIDATED BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2024 Page 2
TOOLSGROUP UK OPERATIONS LIMITED REGISTERED NUMBER: 13636066 COMPANY BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 5 |  | 991,914 |  | 1,122,597
Tangible assets | 6 |  | 3,292 |  | 4,619
Investments | 7 |  | 5,219,521 |  | 5,219,521
|  |  | 6,214,727 |  | 6,346,737
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 8 | 2,378,669 |  | 2,600,782 |
Cash at bank and in hand | 9 | 27,463 |  | 98,945 |
|  | 2,406,132 |  | 2,699,727 |
Creditors: amounts falling due within one year | 10 | (7,917,381) |  | (8,324,523) |
Net current liabilities |  |  | (5,511,249) |  | (5,624,796)
Total assets less current liabilities |  |  | 703,478 |  | 721,941
Net assets |  |  | 703,478 |  | 721,941
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 950,431 |  | 950,431
Profit and loss account | 12 |  | (246,953) |  | (228,490)
|  |  | 703,478 |  | 721,941
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 March 2026.
H Reba
Director
The notes on pages 6 to 18 form part of these financial statements. Page 3
TOOLSGROUP UK OPERATIONS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2023 | 950,431 | (105,735) | 844,696
Comprehensive income for the year |  |  |
Loss for the year | - | (264,648) | (264,648)
Contributions by and distributions to owners |  |  |
Transfer to/from profit and loss account | - | (27,863) | (27,863)
At 1 January 2024 | 950,431 | (398,246) | 552,185
Comprehensive income for the year |  |  |
Loss for the year | - | (1,362,200) | (1,362,200)
At 31 December 2024 | 950,431 | (1,760,446) | (810,015)
| The notes on pages 6 to 18 form part of these financial statements.
Page 4
TOOLSGROUP UK OPERATIONS LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2023 | 950,431 | (105,735) | 844,696
Comprehensive income for the year |  |  |
Loss for the year | - | (122,755) | (122,755)
At 1 January 2024 | 950,431 | (228,490) | 721,941
Comprehensive income for the year |  |  |
Loss for the year | - | (18,463) | (18,463)
At 31 December 2024 | 950,431 | (246,953) | 703,478
| The notes on pages 6 to 18 form part of these financial statements.
Page 5
TOOLSGROUP UK OPERATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
The company is a private company limited by shares, incorporated in England and Wales. The address of the registered office is 280 Bishopsgate, London, EC2M 4AG. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006. 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 Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Going concern
The directors of the company are aware of the intention of the immediate parent undertaking to hive up the company's trade, assets and liabilities, at their balance sheet values, within 12 months of the date of approval of these financial statements. The financial statements do not include any adjustments in relation to this planned transaction. The transaction renders the going concern basis of preparing the accounts inappropriate, however the nature of the transaction means that no adjustments are necessary and the accounts are the same as had the going concern basis of preparation been used. Page 6
TOOLSGROUP UK OPERATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method. Page 7
TOOLSGROUP UK OPERATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.7 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.8 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
| 2.9 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 8
TOOLSGROUP UK OPERATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.10 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Customer relationships | - |  | 15 years
|  |  |  | Developed technology | - |  | 7 years
|  |  |  | Goodwill | - |  | 7 to 10 years
|  |  |  | Trademarks | - |  | 3 years
| 2.11 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Fixtures and fittings | - | over 3 years
|  |  |  | Computer equipment | - | over 3 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.12 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 9
TOOLSGROUP UK OPERATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.13 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.14 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
| 2.15 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.16 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The Page 10
TOOLSGROUP UK OPERATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.16 | Financial instruments (continued)
impairment reversal is recognised in the profit or loss. Basic 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 Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
3. | Employees
| The average monthly number of employees, including directors, during the year was 10 (2023 - 11).
4. | Parent company profit for the year
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The loss after tax of the parent Company for the year was £18,463 (2023 - loss £122,755). Page 11
TOOLSGROUP UK OPERATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
5. | Intangible assets
| Group
|  | Patents | Development expenditure | Trademarks | Goodwill | Total
|  | £ | £ | £ | £ | £
| Cost |  |  |  |  |
| At 1 January 2024 | 351,908 | 34,632 | 2,234 | 5,524,412 | 5,913,186
| At 31 December 2024 | 351,908 | 34,632 | 2,234 | 5,524,412 | 5,913,186
| Amortisation |  |  |  |  |
| At 1 January 2024 | 50,701 | 10,692 | 1,610 | 407,507 | 470,510
| Charge for the year | 23,461 | 4,947 | 624 | 745,638 | 774,670
| At 31 December 2024 | 74,162 | 15,639 | 2,234 | 1,153,145 | 1,245,180
| Net book value |  |  |  |  |
| At 31 December 2024 | 277,746 | 18,993 | - | 4,371,267 | 4,668,006
| At 31 December 2023 | 301,207 | 23,940 | 624 | 5,116,905 | 5,442,676
Page 12
TOOLSGROUP UK OPERATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 5.Intangible assets (continued)
| Company
|  | Patents | Development expenditure | Trademarks | Goodwill | Total
|  | £ | £ | £ | £ | £
| Cost |  |  |  |  |
| At 1 January 2024 | 351,908 | 34,632 | 2,234 | 1,016,504 | 1,405,278
| At 31 December 2024 | 351,908 | 34,632 | 2,234 | 1,016,504 | 1,405,278
| Amortisation |  |  |  |  |
| At 1 January 2024 | 50,701 | 10,692 | 1,610 | 219,678 | 282,681
| Charge for the year | 23,461 | 4,947 | 624 | 101,651 | 130,683
| At 31 December 2024 | 74,162 | 15,639 | 2,234 | 321,329 | 413,364
| Net book value |  |  |  |  |
| At 31 December 2024 | 277,746 | 18,993 | - | 695,175 | 991,914
| At 31 December 2023 | 301,207 | 23,940 | 624 | 796,826 | 1,122,597
Page 13
TOOLSGROUP UK OPERATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
6. | Tangible fixed assets
| Group
|  | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2024 | 34,062 | 9,276 | 43,338
| Additions | 6,267 | - | 6,267
| At 31 December 2024 | 40,329 | 9,276 | 49,605
| Depreciation |  |  |
| At 1 January 2024 | 29,699 | 4,657 | 34,356
| Charge for the year | 3,669 | 1,327 | 4,996
| At 31 December 2024 | 33,368 | 5,984 | 39,352
| Net book value |  |  |
| At 31 December 2024 | 6,961 | 3,292 | 10,253
| At 31 December 2023 | 4,363 | 4,619 | 8,982
Page 14
TOOLSGROUP UK OPERATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 6.Tangible fixed assets (continued)
| Company
|  | Computer equipment
|  | £
| Cost |
| At 1 January 2024 | 9,276
| At 31 December 2024 | 9,276
| Depreciation |
| At 1 January 2024 | 4,657
| Charge for the year | 1,327
| At 31 December 2024 | 5,984
| Net book value |
| At 31 December 2024 | 3,292
| At 31 December 2023 | 4,619
7. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 January 2024 | 5,219,521
| At 31 December 2024 | 5,219,521
Page 15
TOOLSGROUP UK OPERATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
| Subsidiary undertaking
| The following was a subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| Evo Europe Limited | Third Floor, 207 Regent Street, London, W1B 3HH | Ordinary | 100%
| Under section 479A of the Companies Act 2006 the Group is claiming exemption from audit for the subsidiary company in the above table. The parent undertaking, Toolsgroup UK Operations Limited, registered number 13636066, guarantees all outstanding liabilities to which the relevant subsidiary company is subject at the end of the financial year (being the year ended 31 December 2024). The guarantee is enforceable against the parent undertaking by any person to whom the subsidiary company is liable in respect of those liabilities.
8. | Debtors
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Trade debtors | 635,750 | 1,224,547 | 428,118 | 436,832
| Amounts owed by group undertakings | 3,229,150 | 3,084,004 | 1,858,947 | 2,060,686
| Other debtors | 38,211 | 42,787 | 3,918 | -
| Prepayments and accrued income | 87,686 | 134,281 | 87,686 | 103,264
|  | 3,990,797 | 4,485,619 | 2,378,669 | 2,600,782
| Amounts owed by group undertakings relates to entities above this immediate group.
9. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Cash at bank and in hand | 143,013 | 437,297 | 27,463 | 98,945
Page 16
TOOLSGROUP UK OPERATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
10. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Trade creditors | 276,504 | 29,471 | 20,493 | 19,493
| Amounts owed to group companies | 6,921,150 | 6,841,500 | 5,794,563 | 5,956,638
| Corporation tax | 41,034 | 7,559 | 41,034 | 1,126
| Other taxation and social security | 63,856 | 17,160 | 42,206 | 14,537
| Other creditors | 3,000 | 4,454 | 3,000 | 4,454
| Accruals and deferred income | 2,315,520 | 2,921,225 | 2,016,085 | 2,328,275
|  | 9,621,064 | 9,821,369 | 7,917,381 | 8,324,523
| Amounts owed to group undertakings relates to entities above this immediate group.
11. | Deferred taxation
| Group
|  | 2024
|  | £
| At beginning of year | 1,020
| At end of year | 1,020
| The provision for deferred taxation is made up as follows:
|  | Group | Group
|  | 2024 | 2023
|  | £ | £
| Accelerated capital allowances | 1,020 | 1,020
12. | Reserves
Profit and loss account This comprises of accumulated profits available for distribution. Page 17
TOOLSGROUP UK OPERATIONS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
13. | Consolidated financial statements
The smallest group above this subgroup for which consolidated financial statements are prepared which include the results of this subgroup is that headed by ToolsGroup HoldCo B.V., and its registered office is Teleportboulevard 110, 1043 EJ in Amsterdam, Netherlands.
14. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.
| In their report, the auditors emphasised the following matter without qualifying their report: We draw attention to note 2.3 in the financial statements, which details a contract transferring the company's assets, liabilities and trade to its parent undertaking with the company then ceasing to trade. As stated in note 2.3, these conditions indicate that the directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in note 2.3. Our opinion is not modified in respect of this matter.
The audit report was signed on 6 March 2026 by David Pumfrey FCA (Senior statutory auditor) on behalf of Sumer Auditco Limited.
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