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Registration number: 03030031

NCAB Group Kestrel Limited
Annual Report and Financial Statements
for the Year Ended 31 December 2025

NCAB Group Kestrel Limited

Contents

Company Information | 1
Directors' Report | 2 to 3
Statement of Directors' Responsibilities | 4
Independent Auditor's Report | 5 to 8
Statement of Income and Retained Earnings | 9
Statement of Financial Position | 10
Notes to the Financial Statements | 11 to 21

NCAB Group Kestrel Limited

Company Information

Directors | L P Kruk H N Goff T B Benjamin Jr

Company secretary | Goodwille Limited

Registered office | 1 Chapel Street Warwick Warwickshire United Kingdom CV34 4HL

Independent Auditor | Shaw Gibbs (Audit) Limited Statutory Auditor Salatin House 19 Cedar Road Sutton Surrey SM2 5DA

NCAB Group Kestrel Limited

Directors' Report for the Year Ended 31 December 2025

The directors present their annual report on the affairs of NCAB Group Kestrel Limited, together with the financial statements and the independent auditor's report for the year ended 31 December 2025.

Principal activity

The principal activity of the company was the import and sale of printed circuit boards (PCBs). The company ceased to trade as principal on 31 March 2025. From this date the company acted only as an agent for its parent undertaking in respect of certain legacy orders.

Directors of the company

The directors who held office during the year and up to the date of approval of this report were as follows:

L P Kruk

H N Goff

T B Benjamin Jr

Results and dividends

The results for the company are set out in the financial statements.

Going concern

On 31 March 2025, the company transferred its trade, assets, liabilities and employees to its parent undertaking under a hive up agreement. Following the hive up, the company ceased trading and now exists solely to complete certain legacy sales orders, as an agent for its parent undertaking, and to complete remaining administrative matters prior to being struck off.
As a result, the directors consider that the going concern basis of accounting is not appropriate, and the 2025 financial statements have therefore been prepared on a basis other than going concern. This did not have an effect on the accounts for the year.

Events after the financial period

There have been no significant events between the year end and the date of approval of these accounts which would require a change to, or disclosure in, the financial statements.

Directors' liabilities

The company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information (as defined by section 418 of the Companies Act 2006) and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

The auditors Shaw Gibbs (Audit) Limited are deemed to be reappointed under section 487(2) of the Companies Act 2006.

NCAB Group Kestrel Limited

Directors' Report for the Year Ended 31 December 2025 (continued)

Small companies provision statement

The directors have taken advantage of the small companies exemptions provided by sections 414B and 415A of the Companies Act 2006 from the requirement to prepare a strategic report and in preparing the directors’ report on the grounds that the company qualifies as a small company.

Approved and authorised by the Board on 5 March 2026 and signed on its behalf by:

......................................... T B Benjamin Jr Director

NCAB Group Kestrel Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law),including FRS 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• | select suitable accounting policies and apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

• | state whether applicable United Kingdom 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 directors are 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

NCAB Group Kestrel Limited

Independent Auditor's Report to the member of
NCAB Group Kestrel Limited

Opinion

We have audited the financial statements of NCAB Group Kestrel Limited (the 'company') for the year ended 31 December 2025, which comprise the Statement of Income and Retained Earnings, Statement of Financial Position, 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.

Emphasis of matter - Financial statements prepared on a basis other than going concern

We draw attention to note 2 to the financial statements which explains that the company’s trade, assets, liabilities and employees were transferred to its parent undertaking under a hive up agreement on 31 March 2025, after which the company ceased trading. The directors intend that the company will be struck off following completion of remaining administrative matters. As a result, the financial statements have been prepared on a basis other than going concern. Our opinion is not modified in respect of this matter.

Other information

The directors are 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.

NCAB Group Kestrel Limited

Independent Auditor's Report to the member of
NCAB Group Kestrel Limited (continued)

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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Directors' Report has 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 Directors' Report.

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

• | adequate accounting records have not been kept, 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 directors' remuneration specified by law are not made; or
• | we have not received all the information and explanations we require for our audit; or
• | the directors were not entitled to take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 4], 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 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 directors are 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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor 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:

NCAB Group Kestrel Limited

Independent Auditor's Report to the member of
NCAB Group Kestrel Limited (continued)

The extent to which the audit was considered capable of detecting irregularities including fraud

| 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 obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the laws and regulations applicable to the company through discussions with directors and other management, and from our cumulative audit and commercial knowledge and experience of the company and the hospitality sector;
• | we focused on specific laws and regulations which we considered may have a direct material effect on the determination of material amounts and disclosures in the financial statements or the operations of the company, including the Companies Act 2006, The Equality Act 2010, taxation legislation, anti-bribery, employment law and health and safety legislation. We also considered and identified laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty, including the Bribery Act and the Data Protection Act 2018;
• | we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
• | identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
| 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.
| We are also required to perform specific procedures to respond to the risk of management bias and override of controls. To address this, we performed analytical procedures to identify any unusual or unexpected relationships and tested journal entries to identify 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 statements to disclosures underlying supporting documentation;
• | enquiring of management as to actual and potential litigation and claims; and
• | reviewing correspondence with HMRC, analysing legal costs to ascertain if there have been instances of non-compliance with laws and regulations.
| 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.

NCAB Group Kestrel Limited

Independent Auditor's Report to the member of
NCAB Group Kestrel Limited (continued)

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 member, 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 member 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 member as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Leanne Humphreys FCCA (Senior Statutory Auditor)
For and on behalf of Shaw Gibbs (Audit) Limited, Statutory Auditor
Salatin House
19 Cedar Road
Sutton
Surrey
SM2 5DA

5 March 2026

NCAB Group Kestrel Limited

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

| Note | 2025 £ | 2024 £
Revenue | 3 | 729,957 | 6,594,415
Cost of sales |  | (734,746) | (5,041,912)
Gross (loss)/profit |  | (4,789) | 1,552,503
Administrative expenses |  | (127,347) | (862,143)
Operating (loss)/profit | 4 | (132,136) | 690,360
Other interest receivable and similar income | 6 | 5,308 | 115,875
(Loss)/profit before tax |  | (126,828) | 806,235
Taxation | 9 | - | (201,460)
(Loss)/profit for the financial year |  | (126,828) | 604,775
Retained earnings brought forward |  | 2,134,313 | 5,229,538
Dividends paid |  | (2,007,485) | (3,700,000)
Retained earnings carried forward |  | - | 2,134,313

Discontinued operations
The above results were derived wholly from discontinued operations.

NCAB Group Kestrel Limited

(Registration number: 03030031)
Statement of Financial Position as at 31 December 2025

| Note | 2025 £ | 2024 £
Non-current assets |  |  |
Property, plant and equipment | 10 | - | 18,987
Current assets |  |  |
Inventories | 11 | 30,236 | 461,040
Receivables | 12 | 119,349 | 1,430,209
Cash at bank and in hand | 13 | 221,793 | 1,392,630
|  | 371,378 | 3,283,879
Payables: Amounts falling due within one year | 14 | (371,278) | (1,168,453)
Net current assets |  | 100 | 2,115,426
Net assets |  | 100 | 2,134,413
Equity |  |  |
Called up share capital | 15 | 100 | 100
Retained earnings | 15 | - | 2,134,313
Shareholders' funds |  | 100 | 2,134,413

The financial statements of NCAB Group Kestrel Limited were approved and authorised for issue by the Board on 5 March 2026 and signed on its behalf by:

.........................................

T B Benjamin Jr
Director

NCAB Group Kestrel Limited

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

1 | General information

NCAB Group Kestrel Limited (the 'company') is a private company limited by share capital, registered in England and Wales under the Companies Act. The address of the registered office is given on page 1. The nature of the company’s operations and its principal activities are set out in the Directors' Report on page 2.

2 | Accounting policies

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

Going concern

On 31 March 2025, the company transferred its trade, assets, liabilities and employees to its parent undertaking under a hive up agreement. Following the hive up, the company ceased trading and now exists solely to complete certain legacy sales orders, as an agent for its parent undertaking, and to complete remaining administrative matters prior to being struck off.
As a result, the directors consider that the going concern basis of accounting is not appropriate, and the 2025 financial statements have therefore been prepared on a basis other than going concern. This did not have an effect on the accounts for the year.

Statement of compliance

The financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" issued by the Financial Reporting Council and in accordance with the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The functional currency of the company is considered to be pound sterling (£) because that is the currency of the primary economic environment in which the company operates. The financial statements are presented in pound sterling (£).

Summary of disclosure exemptions

The company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements. The company is consolidated in the financial statements of its parent, NCAB Group AB (Publ), which may be obtained from www.ncabgroup.com. Exemptions have been taken in these separate company financial statements in relation to financial instruments, presentation of a cash flow statement, transactions with group entities and remuneration of key management personnel.

NCAB Group Kestrel Limited

Notes to the Financial Statements
for the Year Ended 31 December 2025 (continued)

2 | Accounting policies (continued)

Critical judgements and key sources of estimation uncertainties

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following estimates have had the most significant effect on amounts recognised in the financial statements.

(i) Inventories

Inventories are stated at the lower of cost (first-in-first-out method) or net realisable value. The cost of inventories comprise net prices paid for PCBs purchased, charges for freight and customs duties. Net realisable value represents the estimated selling price less all estimated costs to be incurred in marketing, selling and distribution. Inventory provisions are recognised for slow-moving, obsolete or unsaleable inventory and are reviewed on a regular basis. The judgements, estimates and associated assumptions necessary to calculate the net realisable values and provisions are based on historical experience and other reasonable factors. Owing to the inherent uncertainty in this evaluation process, actual outcomes may be different from the originally estimated provision.

(ii) Accounts receivable
A majority of the company's accounts receivable are derived from sales to a number of large multinational manufacturers throughout the world. In order to monitor potential credit losses, the company performs ongoing credit evaluations of the customers' financial condition. An allowance for doubtful debts is maintained for potential credit losses based upon management's assessment of the expected collectability of all accounts receivable. The allowance for doubtful accounts is reviewed periodically to assess the adequacy of the allowance. In making this assessment, management takes into consideration customer circumstances and makes judgements as to the potential impact of prevailing economic conditions. The actual level of debt collected may differ from the estimated levels of recovery and could impact future operating results positively or negatively. As at 31 December 2025 the company's current trade receivables were £39K (2024: £872K) against which no provision has been made in the current or previous year.

Revenue recognition

Revenue represents the value of consideration receivable for the sale of PCBs, net of value added tax. Revenue from sale of PCBs is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, the amount of revenue can be measured reliably and it is probable that future economic benefits will flow to the company.

Foreign currency transactions and balances

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 Sterling 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 rates prevailing on the initial transaction dates. Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

NCAB Group Kestrel Limited

Notes to the Financial Statements
for the Year Ended 31 December 2025 (continued)

2 | Accounting policies (continued)

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Property, plant and equipment

Property, plant and equipment are recorded at historical cost less accumulated depreciation and any provision for impairment. Cost comprises the purchase price together with all expenses directly incurred in bringing the asset to its location and condition ready for use.

Depreciation is provided on all property, plant and equipment, at rates calculated to write off the cost, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

Asset class | Depreciation method and rate
Plant and machinery | 25% on reducing balance
Motor vehicles | 25% on reducing balance

Impairment of assets

At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount and an impairment loss is recognised immediately in the statement of income and retained earnings.
If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in the statement of income and retained earnings.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand and is subject to insignificant risk of change in value.

NCAB Group Kestrel Limited

Notes to the Financial Statements
for the Year Ended 31 December 2025 (continued)

2 | Accounting policies (continued)

Receivables

Trade and other receivables that are receivable within one year and do not constitute a financing transaction are recorded at the undiscounted amount expected to be received, net of impairment. Those that are receivable after more than one year or that constitute a financing transaction are recorded initially at fair value less transaction costs and subsequently at amortised cost, net of impairment.

Inventories

Inventories are stated at the lower of cost and net realisable value, after due regard for obsolete and
slow moving inventories. Cost is determined using the first-in, first-out (FIFO) method. Net realisable
value is based on selling price less selling costs.
The cost of inventories comprise net prices paid for goods purchased, charges for freight and customs
duties. At each reporting date, inventories are assessed for impairment. If inventories are impaired,
the carrying amount is reduced to its selling price less costs to sell; the impairment loss is recognised
immediately in the Statement of Income and Retained Earnings.

Payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade and other payables are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade and other payables that are payable within one year and do not constitute a financing transaction are recorded at the undiscounted amount expected to be paid. Those that are payable after more than one year or that constitute a financing transaction are recorded initially at transaction price and subsequently at amortised cost using the effective interest method.

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 Statement of income and Retained Earnings 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 company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Rentals payable under operating leases are recognised in the Statement of Income and Retained Earnings on a straight line basis over the lease term.

NCAB Group Kestrel Limited

Notes to the Financial Statements
for the Year Ended 31 December 2025 (continued)

2 | Accounting policies (continued)

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

The company operates a defined contribution pension scheme. The assets of the schemes are held separately from those of the company. Contributions are recognised in the income statement in the period in which they become payable.

Financial instruments

The company only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value.

3 | Revenue

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

| 2025 £ | 2024 £
Sale of goods | 729,957 | 6,594,415

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

| 2025 £ | 2024 £
UK | 546,190 | 5,026,372
Europe | 159,775 | 1,287,650
Rest of world | 23,992 | 280,393
| 729,957 | 6,594,415

4 | Operating (loss)/profit

Arrived at after charging/(crediting)

| 2025 £ | 2024 £
Depreciation expense | 1,187 | 9,542
Foreign exchange losses/(gains) | 17,866 | (29,542)
Operating lease expense - property | 11,820 | 46,596

NCAB Group Kestrel Limited

Notes to the Financial Statements
for the Year Ended 31 December 2025 (continued)

5 | Staff costs

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

| 2025 £ | 2024 £
Wages and salaries | 245,286 | 827,962
Social security costs | 22,838 | 93,256
Pension costs, defined contribution scheme | 24,684 | 99,112
| 292,808 | 1,020,330

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

| 2025 No. | 2024 No.
Administration and support | 1 | 2
Sales, marketing and distribution | 3 | 17
| 4 | 19

All employees of the company were transferred to the parent company on 31 March 2025 as part of a hive-up restructuring process. Accordingly, the company had no employees at the year end.

6 | Interest receivable and similar income

| 2025 £ | 2024 £
Interest receivable on bank deposits | 5,308 | 45,081
Interest receivable on group loan | - | 70,794
| 5,308 | 115,875

7 | Directors' remuneration

The directors did not receive any remuneration for services to the company during the current or preceding year. They are remunerated by other group companies.

NCAB Group Kestrel Limited

Notes to the Financial Statements
for the Year Ended 31 December 2025 (continued)

8 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of the financial statements | - | 5,100
Other fees to auditors |  |
All other non-audit services | - | 3,850
| - | 8,950

Audit fees for the current year are being borne by the parent undertaking.

9 | Taxation

Tax charged/(credited) in the income statement

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax | - | 201,460

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - lower than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 2025 £ | 2024 £
(Loss)/profit before tax | (126,828) | 806,235
Corporation tax at standard rate | (31,707) | 201,559
Tax increase/(decrease) from effect of capital allowances and depreciation | 297 | (459)
Effect of expense not deductible in determining taxable profit (tax loss) | 340 | 360
Tax increase arising from group relief | 31,070 | -
Total tax charge | - | 201,460

NCAB Group Kestrel Limited

Notes to the Financial Statements
for the Year Ended 31 December 2025 (continued)

9 | Taxation (continued)

Deferred tax

Deferred tax is calculated in respect of accelerated capital allowances and depreciation.

Deferred tax assets

2025 | Asset £
Accelerated depreciation | -
| -

2024 | Asset £
Accelerated depreciation | 26,577
| 26,577

10 | Property, plant and equipment

| Motor vehicles £ | Plant and machinery £ | Total £
Cost
At 1 January 2025 | 104,188 | 101,824 | 206,012
Transfer on hive-up | (104,188) | (101,824) | (206,012)
At 31 December 2025 | - | - | -
Depreciation
At 1 January 2025 | 89,835 | 97,190 | 187,025
Charge for the year | 897 | 290 | 1,187
Eliminated on hive-up | (90,732) | (97,480) | (188,212)
At 31 December 2025 | - | - | -
Carrying amount
At 31 December 2025 | - | - | -
At 31 December 2024 | 14,353 | 4,634 | 18,987

11 | Inventories

| 2025 £ | 2024 £
Finished goods | 30,236 | 461,040

NCAB Group Kestrel Limited

Notes to the Financial Statements
for the Year Ended 31 December 2025 (continued)

12 | Receivables

Current | 2025 £ | 2024 £
Trade receivables | 38,911 | 871,661
Corporation tax asset | 3,219 | -
Other receivables | 76,089 | 506,829
Prepayments | 1,130 | 25,157
Deferred tax assets | - | 26,562
| 119,349 | 1,430,209

13 | Cash and cash equivalents

| 2025 £ | 2024 £
Cash on hand | 113 | 96
Cash at bank | 221,680 | 1,392,534
| 221,793 | 1,392,630

14 | Payables

| 2025 £ | 2022 £
Due within one year |  |
Trade payables | - | 422,081
Amount due to group undertakings | 371,269 | 394,152
Social security and other taxes | - | 140,402
Corporation tax liability | - | 93,474
Outstanding defined contribution pension costs | - | 4,978
Accruals | 9 | 113,366
| 371,278 | 1,168,453

The amount owed to group undertakings disclosed as falling within one year is unsecured, payable on demand and is non-interest bearing.

NCAB Group Kestrel Limited

Notes to the Financial Statements
for the Year Ended 31 December 2025 (continued)

15 | Share capital and reserves

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £1 each | 100 | 100 | 100 | 100

Reserves

The retained earnings reserve represents cumulative profit or losses net of dividends paid and other adjustments.

16 | Pension scheme

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 £24,684 (2024 - £99,112).
Contributions totalling £Nil (2024 - £4,978) were payable to the scheme at the end of the year and are included in creditors.

17 | Obligations under lease agreements

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 72,000 | 72,000
Later than one year and not later than five years | 35,600 | 102,774
| 107,600 | 174,774

The amount of non-cancellable operating lease payments recognised as an expense during the year was £11,820 (2024 - £46,596).

The above lease is in the process of being transferred to the parent undertaking following the hive-up.

NCAB Group Kestrel Limited

Notes to the Financial Statements
for the Year Ended 31 December 2025 (continued)

18 | Dividends

|  | 2025 |  | 2024
|  | £ |  | £
Interim dividend of £20,075 (2024 - £37,000) per ordinary share |  | 2,007,485 |  | 3,700,000

The directors are recommending a final dividend of £Nil (2024 - £7,500) per share totalling £Nil (2024 - £750,000). This dividend has not been accrued in the statement of financial position.

19 | Related party transactions

The company is a wholly owned subsidiary member of its group and has therefore taken advantage of the provisions of Section 33. 1A of FRS 102 the "The Financial Reporting Standard applicable in the UK and Republic of Ireland" not to disclose transactions with entities that are wholly owned members of the group.
There were no other related party transactions to disclose.

20 | Parent and ultimate parent undertaking

The company's immediate parent is NCAB Group UK Limited, incorporated in England and Wales.
The ultimate parent is NCAB Group AB (Publ), incorporated in Sweden and listed on Nasdaq Stockholm. The address of its registered office is Löfströms allé 5, 172 66 Sundbyberg, Sweden.
The most senior parent entity producing publicly available financial statements is NCAB Group AB (Publ). These financial statements are available upon request from www.ncabgroup.com.

21 | Events after the financial period

There have been no significant events between the year end and the date of approval of these accounts which would require a change to, or disclosure in, the financial statements.