REGISTERED NUMBER: 00891753 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

FOR

NIGLON LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

O M Hinley

J G Hinley

S Hinley

REGISTERED OFFICE:

Unit 1, Highlands Park,

Stirling Road,

Shirley,

Solihull,

West Midlands

B90 4NE

REGISTERED NUMBER:

00891753 (England and Wales)

INDEPENDENT AUDITORS:

Prime

Chartered Accountants

Statutory Auditor

161 Newhall Street

Birmingham

B3 1SW

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

PRINCIPAL ACTIVITIES

Niglon Limited is a UK distributor of high quality electrical components.

REVIEW OF BUSINESS

The results for the year and the financial position of the company and the group are shown in the annexed financial statements.

The group's results for the year were satisfactory. Turnover in the year was £16,6M, an increase of £1.8M as compared to the previous year, representing a continuing improvement in turnover in prior years. The profit before taxation for the year was £758k as compared to £1,041k in 2024.

Revenues have increased as the group has benefited from its stock holding policy and sales team's efforts. Profit has fallen due to increased overheads, with considerable investment being made in the year on strengthening the team. There was also a loss on the USD/GBP exchange rate in the year as well as some stock write downs which are deemed exceptional in nature.

PRINCIPAL RISKS AND UNCERTAINTIES

The group's results are sensitive to the general UK economic climate and are affected by factors including property market conditions, the availability of bank credit, consumer demand, interest rates and inflation.

Financial Reporting

Regular financial reports are produced including daily sales and margin reports and monthly accounts. These reports are monitored by the directors.

Liquidity Management

The group monitors its day-to-day cash requirements and has a policy of investing surplus cash balances.

Foreign Currency

The directors purchase foreign currency in advance when it is considered beneficial to do so. This process can help to maintain and improve margins when the exchange rates for the USD and Euro have been favourable. Currencies have been allocated by Option Dated Forward Transaction for up to twelve months ahead.

Risks and Uncertainties

The group sources a large part of its supplies from companies in the Far East. As a result, the group is vulnerable to any disruption in its ability to obtain delivery as and when required, although some security is obtained from its stockholding activities. With regard to the risk of supply, the group has countered this by investing in larger modern premises several years ago which has increased the stock depth and reduces the risk of supply chain disruption.

KEY PERFORMANCE INDICATORS

The directors continuously review the strategic and financial progress of the group using, among others, the following KPIs.

Turnover

Turnover is considered in both value and by customer and product groups.

Operating Margins

Operating margins are monitored daily.

Cash Flow

The group has funds deposited with a bank. Cash flow is monitored daily.

Operating Budgets

The group prepares monthly management accounts which are reviewed against both current and previous year figures, as well as budgets and forecasts. This is so that any adverse trends can be promptly addressed.

Personnel, Health and Safety

Health and safety matters are kept under regular review. Employee numbers and benefits are similarly reviewed regularly.

FUTURE DEVELOPMENTS

The directors consider that the group can continue to meet competitive and market challenges. The group is strongly positioned both financially and in the marketplace. The Irish property acquired in 2022 is in the process of being refurbished and the company looks forward to operating in earnest from there during 2025/26.

Turnover in the current financial year has seen a continuing improvement in sales. Much of this is down to the group's stockholding policy, product development, and sales efforts. The group expects sales and profitability to continue through 2025 and 2026, although the group remains aware of the possibility of a downturn in sales due to uncertain economic conditions (relating to the world order, as well as UK house building levels). The company's policy of holding robust stock and working capital means that the business can trade through any short-term difficulties that may be beyond its control.

Following a rights issue in May 2018, the group had earmarked funds to enable it to continue to seek new trade investment and expansion opportunities, whether ongoing internal investment or by new acquisition opportunities.

In late 2025 the company acquired a Dublin-based Irish electrical distributor.

CORPORATE SOCIAL RESPONSIBILITY

The group is committed to developing a safe and healthy working environment for all employees consistent with the requirements of the Health and Safety at Work Act.

Depending on their skills and abilities, disabled people enjoy the same career prospects as other employees, and if employees become disabled every effort would be made to ensure their continual employment, with appropriate training where necessary.

Policies for recruiting employees are designed to ensure equal opportunities irrespective of race, ethnicity, national origin, sex, or marital status.

ON BEHALF OF THE BOARD:

O M Hinley - Director

27 February 2026

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

DIVIDENDS

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

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

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

O M Hinley

J G Hinley

S Hinley

Other changes in directors holding office are as follows:

J E Hinley - resigned 17 September 2024

S B Hinley - resigned 17 September 2024

A B Hinley - resigned 17 September 2024

POLITICAL DONATIONS AND EXPENDITURE

No donations made during the year were political donations or expenditure. All donations have been made for charitable causes to non-political organisations.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

O M Hinley - Director

27 February 2026

Opinion

We have audited the financial statements of Niglon Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2025 which comprise the Consolidated Income Statement, Consolidated Other 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 profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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 five, 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the industry sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence;

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC and other relevant parties.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Morgan Davies FCA (Senior Statutory Auditor)

for and on behalf of Prime

Chartered Accountants

Statutory Auditor

161 Newhall Street

Birmingham

B3 1SW

27 February 2026

TURNOVER

16,568,457

14,765,822

Cost of sales

11,350,159

10,023,038

GROSS PROFIT

5,218,298

4,742,784

Administrative expenses

4,562,733

4,044,850

655,565

697,934

Other operating income

96,015

170,302

OPERATING PROFIT

4

751,580

868,236

Interest receivable and similar income

115,854

183,716

867,434

1,051,952

Gain/loss on revaluation of assets

-

131,786

867,434

1,183,738

Interest payable and similar expenses

5

109,021

142,627

PROFIT BEFORE TAXATION

758,413

1,041,111

Tax on profit

6

226,035

277,328

PROFIT FOR THE FINANCIAL YEAR

532,378

763,783

Profit attributable to:

Owners of the parent

532,378

763,783

PROFIT FOR THE YEAR

532,378

763,783

OTHER COMPREHENSIVE INCOME

Revaluation of freehold property

-

73,214

Deferred tax on revaluation

-

(22,182

)

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

51,032

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

532,378

814,815

Total comprehensive income attributable to:

Owners of the parent

532,378

814,815

FIXED ASSETS

Intangible assets

9

5,000

5,000

Tangible assets

10

5,008,929

5,751,317

Investments

11

-

-

Investment property

12

-

1,211,786

5,013,929

6,968,103

CURRENT ASSETS

Stocks

13

5,807,550

5,323,341

Debtors

14

5,860,080

5,820,422

Cash at bank and in hand

3,610,638

4,280,647

15,278,268

15,424,410

CREDITORS

Amounts falling due within one year

15

3,191,673

2,456,521

NET CURRENT ASSETS

12,086,595

12,967,889

TOTAL ASSETS LESS CURRENT LIABILITIES

17,100,524

19,935,992

CREDITORS

Amounts falling due after more than one year

16

(1,891,802

)

(2,208,297

)

PROVISIONS FOR LIABILITIES

21

-

(51,351

)

NET ASSETS

15,208,722

17,676,344

CAPITAL AND RESERVES

Called up share capital

22

87,075

108,675

Share premium

23

1,448,241

1,448,241

Revaluation reserve

23

-

1,413,654

Capital redemption reserve

23

22,725

1,125

Retained earnings

23

13,650,681

14,704,649

SHAREHOLDERS' FUNDS

15,208,722

17,676,344

The financial statements were approved by the Board of Directors and authorised for issue on 27 February 2026 and were signed on its behalf by:

O M Hinley - Director

FIXED ASSETS

Intangible assets

9

5,000

5,000

Tangible assets

10

5,008,929

5,751,317

Investments

11

88

86

Investment property

12

-

1,211,786

5,014,017

6,968,189

CURRENT ASSETS

Stocks

13

5,807,550

5,323,341

Debtors

14

5,860,080

5,820,336

Cash at bank and in hand

3,610,638

4,275,725

15,278,268

15,419,402

CREDITORS

Amounts falling due within one year

15

3,195,144

2,455,070

NET CURRENT ASSETS

12,083,124

12,964,332

TOTAL ASSETS LESS CURRENT LIABILITIES

17,097,141

19,932,521

CREDITORS

Amounts falling due after more than one year

16

(1,891,802

)

(2,208,297

)

PROVISIONS FOR LIABILITIES

21

-

(51,351

)

NET ASSETS

15,205,339

17,672,873

CAPITAL AND RESERVES

Called up share capital

22

87,075

108,675

Share premium

23

1,448,241

1,448,241

Revaluation reserve

23

-

1,413,654

Capital redemption reserve

23

22,725

1,125

Retained earnings

23

13,647,298

14,701,178

SHAREHOLDERS' FUNDS

15,205,339

17,672,873

Company's profit for the financial year

532,466

740,605

The financial statements were approved by the Board of Directors and authorised for issue on 27 February 2026 and were signed on its behalf by:

O M Hinley - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 May 2023

108,675

14,244,129

1,448,241

Changes in equity

Dividends

-

(50,000

)

-

Total comprehensive income

-

510,520

-

Balance at 30 April 2024

108,675

14,704,649

1,448,241

Changes in equity

Purchase of own shares

(21,600

)

(3,000,000

)

-

Total comprehensive income

-

1,946,032

-

Balance at 30 April 2025

87,075

13,650,681

1,448,241

Capital

Revaluation

redemption

Total

reserve

reserve

equity

£

£

£

Balance at 1 May 2023

1,109,359

1,125

16,911,529

Changes in equity

Dividends

-

-

(50,000

)

Total comprehensive income

304,295

-

814,815

Balance at 30 April 2024

1,413,654

1,125

17,676,344

Changes in equity

Purchase of own shares

-

21,600

(3,000,000

)

Total comprehensive income

(1,413,654

)

-

532,378

Balance at 30 April 2025

-

22,725

15,208,722

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 May 2023

108,675

14,263,836

1,448,241

Changes in equity

Dividends

-

(50,000

)

-

Total comprehensive income

-

487,342

-

Balance at 30 April 2024

108,675

14,701,178

1,448,241

Changes in equity

Purchase of own shares

(21,600

)

(3,000,000

)

-

Total comprehensive income

-

1,946,120

-

Balance at 30 April 2025

87,075

13,647,298

1,448,241

Capital

Revaluation

redemption

Total

reserve

reserve

equity

£

£

£

Balance at 1 May 2023

1,109,359

1,125

16,931,236

Changes in equity

Dividends

-

-

(50,000

)

Total comprehensive income

304,295

-

791,637

Balance at 30 April 2024

1,413,654

1,125

17,672,873

Changes in equity

Purchase of own shares

-

21,600

(3,000,000

)

Total comprehensive income

(1,413,654

)

-

532,466

Balance at 30 April 2025

-

22,725

15,205,339

Cash flows from operating activities

Cash generated from operations

1

1,698,158

924,504

Interest paid

(109,021

)

(142,627

)

Tax (paid) / received

(434,098

)

(234,016

)

Net cash from operating activities

1,155,039

547,861

Cash flows from investing activities

Purchase of tangible fixed assets

(9,363

)

(37,165

)

Sale of tangible fixed assets

673,214

-

Sale of investment property

661,786

-

Loan to SSAS

(550,000

)

-

Interest received

115,854

183,716

Net cash from investing activities

891,491

146,551

Cash flows from financing activities

Net loan repayments in year

(293,999

)

(256,458

)

HP capital repayments in year

-

(9,703

)

Amount introduced by directors

579,964

-

Amount withdrawn by directors

(20,000

)

(416,452

)

Share buyback

(3,000,000

)

-

Equity dividends paid

-

(50,000

)

Net cash from financing activities

(2,734,035

)

(732,613

)

Decrease in cash and cash equivalents

(687,505

)

(38,201

)

Cash and cash equivalents at beginning of year

2

4,280,647

4,318,848

Cash and cash equivalents at end of year

2

3,593,142

4,280,647