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Polti (UK) Limited
Annual Report
for the year ended 31 December 2025
Registration number: 6248335

Polti (UK) Limited

Contents

Company Information | 1
Strategic Report | 2
Director's Report | 3
Independent Auditor's Report | 4 to 5
Statement of Income and Retained Earnings | 6
Balance Sheet | 7
Notes to the Financial Statements | 8 to 13

Polti (UK) Limited

Company Information

Director | F Polti

Registered office | The Junction Merchants Quay Salford M50 3SG

Auditors | Gortons Chartered Accountants and Statutory Auditors Stanmore House 64-68 Blackburn Street Radcliffe Manchester M26 2JS

Polti (UK) Limited

Strategic Report for the Year Ended 31 December 2025

The director presents her strategic report for the year ended 31 December 2025.

Basis of preparation
The financial statements have been prepared on a going concern basis. The company had net liabilities of £6,319,694 at the balance sheet date and made a loss after exceptional items of £1,026,802 in the year ended 31 December 2025. The company is reliant on the wider Polti group for financial, product and technical support.
Taking account of the support from the wider Polti group, the director has concluded that the going concern basis of preparation of the financial statements remains appropriate. Should the support from the parent and group not be available, the company would not be able to carry on in operational existence.
The financial statements do not include the adjustments that would result if the company were unable to continue as a going concern including, for example, the reduction in carrying value of assets and the recognition of additional liabilities.

Fair review of the business

During the year the company sales decreased by just over 44% due to increased competition in all its market channels.

The company's key financial and other performance indicators during the year were as follows:

Financial KPIs | Unit | 2025 | 2024
Turnover | £ | 2,119,102 | 3,800,868
Turnover (reduction) / growth | % | (44) | 28
Gross profit margin | % | 22 | 26
Loss after exceptional items and tax | £ | (1,026,802) | (173,309)

Principal risks and uncertainties

The company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and trade debtor default.
The company's principal financial instruments comprise bank balances, trade debtors and trade creditors. The main purpose of these instruments is to finance the company's operations.
Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding. The company has credit insurance in place. The amounts presented in the Balance Sheet are net of allowances for doubtful debtors.
Foreign exchange risk is managed by regular monitoring of exchange rate movements.

Approved by the director on 28 April 2026.

F Polti
Director

Polti (UK) Limited

Director's Report for the Year Ended 31 December 2025

The director presents her report and the financial statements for the year ended 31 December 2025.

Director's responsibilities

The director is responsible for preparing 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 (Financial Reporting Standard 102 and applicable law). Under company law the director must not approve the financial statements unless she is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

• | select suitable accounting policies and apply them consistently;
• | make judgements and accounting estimates that are reasonable and prudent;
• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
• | 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's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable her to ensure that the financial statements comply with the Companies Act 2006. She is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Director of the company

The director who held office during the year was as follows:

F Polti

Future developments

Early in 2026 the company reorganised its UK operations to ensure it remains focused, competitive, and well positioned for the future. Looking ahead, the company is reviewing its overall range strategy, allowing it to better meet customer needs and support its long-term growth plans.

Director and officer insurance

During the year the company purchased director and officer liability insurance in respect of itself and its director.

Disclosure of information to the auditors

In accordance with section 418 of Companies Act 2006, the director confirms that:
• She has taken the steps that she ought to have taken as a director to make herself aware of the relevant audit information and to establish that the company's auditors are aware of that information; and
• So far as the director is aware, there is no relevant audit information of which the auditors are unaware.

Approved by the director on 28 April 2026.

F Polti
Director

Polti (UK) Limited

Independent Auditor's Report to the Members of Polti (UK) Limited

Opinion

We have audited the financial statements of Polti (UK) Limited (the 'company') for the year ended 31 December 2025, which comprise the Statement of Income and Retained Earnings, Balance Sheet, and 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 company's affairs as at 31 December 2025 and of its 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 responsibilities for the audit of the financial statements section of our report. We are independent of the 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.

Material uncertainty relating to going concern

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in note 2 to the financial statements concerning the company’s ability to continue as a going concern.
The company remains reliant on the wider Polti group for financial support, and this indicates the existence of a material uncertainty which may cast significant doubt over the company’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the company was unable to continue as a going concern.

Other information

The director is responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matter 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Director's Report.

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

• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
• | the financial statements are not in agreement with the accounting records and 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.

Polti (UK) Limited

Independent Auditor's Report to the Members of Polti (UK) Limited

Responsibilities of the director

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 determines 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 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 director either intends to liquidate the company or to cease operations, or has 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 obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are those that relate to the Companies Act 2006.
Based on the results of our risk assessment we designed our audit procedures to identify non compliance with applicable laws and regulations as above. We reviewed financial statement disclosures and tested to supporting documentation.
We assessed the risks of material misstatement in respect of fraud by making enquiries of management, identifying particular areas that were susceptible to misstatement as part of our audit discussion, including review of related party relationships and transactions and detailed analytical review.
We considered the risk of fraud through management override and in response we tested controls, journal entries and other adjustments for appropriateness.
We evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: 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 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.

Jim Gorton (Senior Statutory Auditor)
For and on behalf of Gortons, Statutory Auditor
Stanmore House
64-68 Blackburn Street
Radcliffe
Manchester
M26 2JS

28 April 2026

Polti (UK) Limited

Statement of Income and Retained Earnings for the Year Ended
31 December 2025

| Note | 2025 £ | 2024 £
Turnover | 3 | 2,119,102 | 3,800,868
Cost of sales |  | (1,654,410) | (2,815,905)
Gross profit |  | 464,692 | 984,963
Distribution costs |  | (357,293) | (416,143)
Administrative expenses |  | (837,413) | (939,788)
Exceptional items | 4 | (296,788) | 198,330
Operating loss | 5 | (1,026,802) | (172,638)
Interest payable and similar charges |  | - | (671)
Loss before tax |  | (1,026,802) | (173,309)
Taxation | 8 | - | -
Loss after tax |  | (1,026,802) | (173,309)
Retained earnings brought forward |  | (5,292,893) | (5,119,584)
Retained earnings carried forward |  | (6,319,695) | (5,292,893)

The above results were derived from continuing operations.

Polti (UK) Limited

(Registration number: 6248335)
Balance Sheet as at 31 December 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |  |  |
Tangible assets | 9 |  | 8,999 |  | 10,346
Current assets |  |  |  |  |
Stocks | 10 | 509,279 |  | 561,956 |
Debtors | 11 | 394,601 |  | 507,985 |
Cash at bank and in hand |  | 250,234 |  | 432,423 |
|  | 1,154,114 |  | 1,502,364 |
Creditors: Amounts falling due within one year | 12 | (7,482,807) |  | (6,805,602) |
Net current liabilities |  |  | (6,328,693) |  | (5,303,238)
Net liabilities |  |  | (6,319,694) |  | (5,292,892)
Capital and reserves |  |  |  |  |
Called up share capital |  | 1 |  | 1 |
Profit and loss account | 15 | (6,319,695) |  | (5,292,893) |
Total equity |  |  | (6,319,694) |  | (5,292,892)

Approved and authorised by the director on 28 April 2026

F Polti Director

Polti (UK) Limited

Notes to the Financial Accounts for the Year Ended 31 December 2025

1 | General information

The company is a private company limited by share capital incorporated in England. The principal activity of the company is that of the distribution of electrical products. The address of its registered office is The Junction, Merchants Quay, Salford, M50 3SG.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial accounts are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

The financial statements have been prepared on a going concern basis. The company had net liabilities of £6,319,694 at the balance sheet date and made a loss after exceptional items of £1,026,802 in the year ended 31 December 2025. The company is reliant on the wider Polti group for financial, product and technical support.
Taking account of the support from the wider Polti group, the director has concluded that the going concern basis of preparation of the financial statements remains appropriate. Should the support from the parent and group not be available, the company would not be able to carry on in operational existence.
The financial statements do not include the adjustments that would result if the company were unable to continue as a going concern including, for example, the reduction in carrying value of assets and the recognition of additional liabilities.

Exemptions from disclosures
The company is a Qualifying Entity, for the purposes of Financial Reporting Standard 102 (“FRS 102”) as defined in Appendix 1 FRS 102.
Having followed the relevant requirements of FRS 102, the company has taken advantage of disclosure exemptions in respect of (a) preparation of a Statement of Cash Flows; and (b) disclosure of key management personnel remuneration in total.
The company’s results are consolidated in its parent company’s financial statements. Its parent company is Polti SpA, and the parent’s consolidated financial statements may be obtained from its head office at Via Ferloni, 83 - 22070 Bulgarograsso (Como), Italy.

Turnover

Turnover represents the invoiced value of goods, net of value added tax, recognised on shipment.

Depreciation

Depreciation is provided on tangible fixed assets so as to write off the cost or valuation, less any estimated residual value, over their expected useful economic life as follows:

Asset class | Depreciation method and rate
Fixtures, fittings and office equipment | 33%/15% on cost

Polti (UK) Limited

Notes to the Financial Accounts for the Year Ended 31 December 2025

Stock

Stock is valued at the lower of cost and net realisable value, after due regard for obsolete and slow moving stocks.

Deferred tax

Deferred tax is provided in full on timing differences at the balance sheet date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income or expenditure in tax computations in periods different from those in which they are included in the financial statements. Deferred tax assets and liabilities are not discounted. Deferred tax assets are recognised only to the extent that it is more likely than not that they will be recovered.

Foreign currency

Profit and loss account transactions in foreign currencies are translated into sterling at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the closing rates at the balance sheet date and the exchange differences are included in the profit and loss account.

Operating Leases

Rentals payable under operating leases are charged to the profit and loss account on a straight line basis over the lease term.

Pension contributions

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company 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.

3 | Revenue

The analysis of the company's turnover for the year from continuing operations is as follows:

| 2025 £ | 2024 £
Sale of goods | 2,119,102 | 3,800,868

The analysis of the company's turnover for the year by market is as follows:

| 2025 £ | 2024 £
UK | 2,115,317 | 3,761,012
Europe | 3,785 | 39,306
Rest of world | - | 550
| 2,119,102 | 3,800,868

4 | Exceptional items

Unrealised foreign exchange losses of £296,788 (2024 - gains of £198,330) have been included as exceptional items.

5 | Operating loss

Arrived at after charging/(crediting):

| 2025 £ | 2024 £
Depreciation expense | 4,731 | 2,811
Foreign currency gains | (29,753) | (26,139)
Operating lease expense - plant and machinery | 756 | 1,040
Operating lease expense - other | 27,469 | 33,834
Auditor's remuneration - The audit of the company's annual accounts | 14,000 | 11,000

Polti (UK) Limited

Notes to the Financial Accounts for the Year Ended 31 December 2025

6 | Particulars of employees

The aggregate payroll costs (including director's remuneration) were as follows:

| 2025 £ | 2024 £
Wages and salaries | 346,330 | 348,473
Social security costs | 32,755 | 32,073
Pension costs, defined contribution scheme | 14,486 | 7,414
| 393,571 | 387,960

The average number of persons employed by the company (including the director) during the year, analysed by category was as follows:

| 2025 No. | 2024 No.
Administration and support | 6 | 6
Other departments | 3 | 3
| 9 | 9

7 | Director's remuneration

No director's remuneration was paid in the year (2024 - £Nil).

8 | Taxation

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK - 19% small profits rate / 25% main rate. The position in 2024 was the same.
The differences are reconciled below:

| 2025 £ | 2024 £
Loss before tax | (1,026,802) | (173,309)
Corporation tax at standard rate | - | -
Total tax charge/(credit) | - | -

Deferred Tax
There are £6,179,376 of unused tax losses (2024 - £5,153,343) for which no deferred tax asset is recognised in the Balance Sheet.

Polti (UK) Limited

Notes to the Financial Accounts for the Year Ended 31 December 2025

9 | Tangible assets

| Fixtures, fittings and office equipment £ | Total £
Cost or valuation
At 1 January 2025 | 37,080 | 37,080
Additions | 3,384 | 3,384
At 31 December 2025 | 40,464 | 40,464
Depreciation
At 1 January 2025 | 26,734 | 26,734
Charge for the year | 4,731 | 4,731
At 31 December 2025 | 31,465 | 31,465
Carrying amount
At 31 December 2025 | 8,999 | 8,999
At 31 December 2024 | 10,346 | 10,346

10 | Stocks

| 2025 £ | 2024 £
Stocks | 509,279 | 561,956

11 | Debtors

Current | 2025 £ | 2024 £
Trade debtors | 241,508 | 376,683
Amounts owed from related parties | 128,781 | 105,400
Other debtors | 3,500 | 3,500
Prepayments | 20,812 | 22,402
| 394,601 | 507,985

Polti (UK) Limited

Notes to the Financial Accounts for the Year Ended 31 December 2025

12 | Creditors

|  | 2025 £ | 2024 £
Due within one year |  |  |
Trade creditors |  | 97,453 | 283,842
Other taxes and social security |  | 55,861 | 66,695
Outstanding defined contribution pension costs |  | 7,490 | 641
Other creditors |  | 37,210 | 34,782
Accruals and deferred income |  | 122,173 | 75,299
Amounts owed to related parties |  | 7,162,620 | 6,344,343
|  | 7,482,807 | 6,805,602

Amounts owed to group companies are unsecured, interest free and repayable on demand.

13 | Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £14,486 (2024 - £7,414).
Contributions totalling £7,490 (2024 - £641) were payable to the scheme at the end of the year and are included in creditors.

14 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £1 each | 1 | 1 | 1 | 1

Called up share capital represents the nominal value of shares that have been issued.

15 | Reserves

The profit and loss account includes all current and prior period retained profits and losses.

16 | Obligations under leases and hire purchase contracts

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Leases expiring not later than one year | - | 5,400
Leases expiring later than one year and not later than five years | 37,558 | 3,024
| 37,558 | 8,424

The amount of non-cancellable operating lease payments recognised as an expense during the year was £31,274 (2024 - £32,403).

Polti (UK) Limited

Notes to the Financial Accounts for the Year Ended 31 December 2025

17 | Parent and ultimate parent undertaking

The company is a wholly-owned subsidiary of Polti SpA, a company incorporated in Italy. Poltia SpA, the immediate parent company is 100% owned by Frasteni Srl. Frasteni Srl in turn is owned by Fralisa Srl, Zesta Srl and Nilea Snc in the ratio 33:33:34. These companies are controlled by the Polti family.

18 | Subsequent events

During the first quarter of 2026, and in response to market conditions, the company reorganised its UK operations to ensure it remains focused, competitive, and well positioned for the future. This reorganisation involved a number of staff redundancies, as some internal functions were moved to other parts of the Polti Group. Looking ahead, the company is reviewing its overall range strategy, allowing it to better meet customer needs and support its long-term growth plans.