Company Registration No. 02130083 (England and Wales)
G BRUCE & CO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2025
Celixir House
Stratford Business & Technology Park
Innovation Way, Banbury Road
Stratford-upon-Avon
Warwickshire
United Kingdom
CV37 7GZ
G BRUCE & CO LIMITED
CONTENTS
Page
Company information
1
Strategic report
2 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Statement of income and retained earnings
10
Balance sheet
11
Notes to the financial statements
12 - 25
G BRUCE & CO LIMITED
COMPANY INFORMATION
- 1 -
Directors
ADS Ashby
G Smith
Company number
02130083
Registered office
Suite 3A Haddonsacre
Station Road
Offenham
Evesham
Worcestershire
WR11 8JJ
Auditor
TC Group
Celixir House
Stratford Business & Technology Park
Innovation Way, Banbury Road
Stratford-upon-Avon
Warwickshire
United Kingdom
CV37 7GZ
G BRUCE & CO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

The directors present the strategic report for the year ended 31 December 2025.

Fair review of the business

G Bruce & Co Limited, trading as Brusco Food Group, is an importer and distributor of a broad range of ambient and temperature‑controlled food ingredients. The business supplies food and pet food manufacturers, food service operators, wholesalers and retailers with quality‑assured ingredients sourced from a global network of supply partners.

The company continues to operate with a clear purpose to set the benchmark for quality, service and integrity, enabling customers to buy with confidence. The business remains focused on long‑term partnerships, underpinned by strong technical capability, market insight and deep product knowledge to support customers in making informed purchasing decisions.

Business performance and future developments

During the year ended 31 December 2025, the business delivered strong revenue growth, with turnover increasing to approximately £20.4m, representing an increase of around 10% compared with the prior year. This growth reflects increased customer activity and improved volumes across key product categories, despite ongoing competitive market conditions.

Gross profit and profit before tax increased compared to 2024 and the company is well positioned for growth through 2026.

The business continues to operate with appropriate funding support through a combination of invoice finance, bank facilities and shareholder funding, providing sufficient liquidity to meet its operational requirements.

Looking ahead, the directors believe the company is well positioned for continued growth in 2026. Strategic priorities remain focused on:

- strengthening relationships with existing customers;

- improving performance through product mix, supplier engagement and stock discipline; and

- continuing investment in people, systems and processes aligned with long‑term growth plans.

Principal risks and uncertainties

The principal risks and uncertainties facing the company remain consistent with those identified in prior periods. These include volatility in raw material prices, foreign exchange movements, energy and transport cost fluctuations, and the risk of supply chain disruption arising from geopolitical events, climate‑related factors or logistical challenges.

The business continues to mitigate these risks through close collaboration with suppliers, active pricing and hedging strategies, and ongoing review of logistics arrangements to ensure continuity of supply and competitiveness.

Food safety remains a key operational risk and a core priority for the business. The company continues to maintain robust quality systems and technical controls and remains committed to retaining an AA grade for BRCGS Agents & Brokers, supported by a strong and experienced technical team.

G BRUCE & CO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Key performance indicators

The business uses a range of key performance indicators to monitor operational performance and efficiency, including:

- gross profit margin 13.7% (2024: 14.9%);

- stock turnover 68 days (2024: 54 days);

- debtor days 46 days (2024: 47 days);

- creditor days 37 days (2024: 50 days);

- staff turnover 23% (2024: 23%).

These indicators are reviewed regularly by management and compared against prior periods and budget to support informed decision‑making and strategic planning.

Other information and explanations

Foreign currency risk arises as the company predominantly sells in sterling while sourcing products globally across multiple currencies. This exposure is managed through established pricing policies and hedging arrangements where appropriate.

Pricing risk with both customers and suppliers is managed through contractual arrangements designed to balance security of supply with commercial flexibility.

Credit risk is managed through customer credit assessments, credit insurance where appropriate, and active management of payment terms. Liquidity risk is managed through prudent control of borrowing and ensuring that adequate funding headroom is maintained to meet ongoing operational needs.

On behalf of the board

ADS Ashby
Director
18 May 2026
G BRUCE & CO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of a food wholesaler.

Results and dividends

The results for the period are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

ADS Ashby
G Smith
Auditor

In accordance with the company's articles, a resolution proposing that TC Group be reappointed as auditor of the company will be put at a General Meeting.

Disclosure in the strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of review of business, key performance indicators, principal risks and uncertainties and future developments.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
ADS Ashby
Director
18 May 2026
G BRUCE & CO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

The directors are responsible 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). 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 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 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.

G BRUCE & CO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF G BRUCE & CO LIMITED
- 6 -
Opinion

We have audited the financial statements of G Bruce & Co Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of income and retained earnings, the balance sheet and notes to the financial statements, including 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 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 Auditor's 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.

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

G BRUCE & CO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF G BRUCE & CO LIMITED
- 7 -

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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

- adequate accounting records have not been kept, 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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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'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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

G BRUCE & CO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF G BRUCE & CO LIMITED
- 8 -

Our approach was as follows:

- We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

- We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

- We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

- We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

G BRUCE & CO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF G BRUCE & CO LIMITED
- 9 -

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.

Mark Bullock FCA (Senior Statutory Auditor)
For and on behalf of TC Group
Statutory Auditor
18 May 2026
Celixir House
Stratford Business & Technology Park
Innovation Way, Banbury Road
Stratford-upon-Avon
Warwickshire
United Kingdom
CV37 7GZ
G BRUCE & CO LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
Notes
£
£
Turnover
3
20,766,303
18,588,666
Cost of sales
(17,951,787)
(15,815,158)
Gross profit
2,814,516
2,773,508
Distribution costs
(1,047,781)
(1,024,082)
Administrative expenses
(1,621,614)
(1,619,643)
Operating profit
4
145,121
129,783
Interest receivable and similar income
6
9,375
3,277
Interest payable and similar expenses
7
(109,588)
(106,135)
Profit before taxation
44,908
26,925
Tax on profit
8
(12,045)
6,870
Profit for the financial year
32,863
33,795
Retained earnings brought forward
2,059,368
2,025,573
Retained earnings carried forward
2,092,231
2,059,368

The profit and loss account has been prepared on the basis that all operations are continuing operations.

G BRUCE & CO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
9
248,740
259,718
Current assets
Stocks
10
3,852,118
2,727,172
Debtors
11
6,296,678
5,780,293
Cash at bank and in hand
100,058
334,794
10,248,854
8,842,259
Creditors: amounts falling due within one year
12
(6,992,427)
(5,490,985)
Net current assets
3,256,427
3,351,274
Total assets less current liabilities
3,505,167
3,610,992
Creditors: amounts falling due after more than one year
13
(1,147,936)
(1,286,624)
Net assets
2,357,231
2,324,368
Capital and reserves
Called up share capital
18
167,500
167,500
Share premium account
97,500
97,500
Profit and loss reserves
2,092,231
2,059,368
Total equity
2,357,231
2,324,368

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 18 May 2026 and are signed on its behalf by:
ADS Ashby
Director
Company registration number 02130083 (England and Wales)
G BRUCE & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
1
Accounting policies
Company information

G Bruce & Co Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 3A Haddonsacre, Station Road, Offenham, Evesham, Worcestershire, WR11 8JJ.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Olidor Group Limited. These consolidated financial statements are available from its registered office.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

G BRUCE & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recover ed.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
3yr Straight Line
Computers
5yr Straight Line
Motor vehicles
4yr Straight Line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

G BRUCE & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

G BRUCE & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

G BRUCE & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

G BRUCE & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

G BRUCE & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Stock provisions

At each balance sheet date there is an assessment made for impairment. Any excess of the carrying value of stocks over its estimated selling price is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit and loss.

Trade debtor recoverability

The company makes an estimate of the recoverable value of trade and other debtors at the end of each reporting period. When assessing impairment of trade and other debtors, management considers factors including the current credit rating, the aging profile of debtors and historical experience.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by geographical market
UK
19,248,242
17,874,327
Non-UK
1,518,059
714,339
20,766,301
18,588,666
2025
2024
£
£
Other revenue
Interest income
9,375
3,277
G BRUCE & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(10,489)
19,599
Fees payable to the company's auditor for the audit of the company's financial statements
18,250
17,500
Depreciation of owned tangible fixed assets
110,124
104,224
Loss/(profit) on disposal of tangible fixed assets
354
(21,647)
Operating lease charges
51,516
50,650
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Distribution
18
21
Administration
20
18
Total
38
39

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
1,341,546
1,551,684
Social security costs
172,832
85,009
Pension costs
26,887
18,908
1,541,265
1,655,601
6
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
9,375
3,277
G BRUCE & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
7
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
3,896
12,881
Interest payable to group undertakings
104,620
92,182
Interest on finance leases and hire purchase contracts
1,072
1,072
109,588
106,135
8
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
26,779
-
0
Deferred tax
Origination and reversal of timing differences
(14,734)
(6,870)
Total tax charge/(credit)
12,045
(6,870)

The actual charge/(credit) for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
44,908
26,925
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 025%)
11,227
6,731
Tax effect of expenses that are not deductible in determining taxable profit
29,041
388
Group relief
-
0
(13,989)
Permanent capital allowances in excess of depreciation
(13,489)
-
0
Deferred tax movement
(14,734)
-
0
Taxation charge/(credit) for the year
12,045
(6,870)
G BRUCE & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
9
Tangible fixed assets
Leasehold improvements
Computers
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2025
6,973
131,161
366,987
505,121
Additions
-
0
-
0
99,500
99,500
Disposals
-
0
(708)
-
0
(708)
At 31 December 2025
6,973
130,453
466,487
603,913
Depreciation and impairment
At 1 January 2025
2,325
87,166
155,912
245,403
Depreciation charged in the year
3,015
16,463
90,646
110,124
Eliminated in respect of disposals
-
0
(354)
-
0
(354)
At 31 December 2025
5,340
103,275
246,558
355,173
Carrying amount
At 31 December 2025
1,633
27,178
219,929
248,740
At 31 December 2024
4,648
43,995
211,075
259,718
10
Stocks
2025
2024
£
£
Finished goods and goods for resale
3,852,118
2,727,172
11
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
2,661,959
2,392,594
Amounts owed by group undertakings
2,304,429
1,970,713
Other debtors
52,804
32,756
Prepayments and accrued income
112,109
95,809
5,131,301
4,491,872
Deferred tax asset (note 16)
17,441
2,707
5,148,742
4,494,579
G BRUCE & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
Debtors
(Continued)
- 22 -
2025
2024
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
1,147,936
1,285,714
Total debtors
6,296,678
5,780,293
12
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans
14
182,609
214,286
Obligations under finance leases
15
52,370
8,479
Other borrowings
14
1,855,749
1,574,473
Trade creditors
1,845,086
2,156,885
Amounts owed to group undertakings
2,773,466
1,209,965
Corporation tax
12,680
-
0
Other taxation and social security
41,764
37,015
Other creditors
5,140
514
Accruals and deferred income
223,563
289,368
6,992,427
5,490,985
13
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
14
1,147,936
1,285,714
Obligations under finance leases
15
-
0
910
1,147,936
1,286,624
G BRUCE & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
14
Loans and overdrafts
2025
2024
£
£
Bank loans
1,330,545
1,500,000
Other loans
1,855,749
1,574,473
3,186,294
3,074,473
Payable within one year
2,038,358
1,788,759
Payable after one year
1,147,936
1,285,714

The term of this loan is over 84 months. Interest is calculated at 2.75% above the Bank of England base rate.

On 26 February 2016, National Westminster Bank PLC entered a charge over the business.

On 20 August 2024, National Westminster Bank PLC entered a fixed charge over the business.

On 29 August 2024, HSBC Invoice Finance (UK) Limited entered a fixed charge over the business.

On 14 October 2024, 19 December 2024 and 14 February 2025 HSBC Bank Plc entered fixed and floating charges over the business.

15
Finance lease obligations
2025
2024
Future minimum lease payments due under finance leases:
£
£
Within one year
12,340
8,479
In two to five years
40,030
910
52,370
9,389

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

G BRUCE & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
16
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2025
2024
Balances:
£
£
Accelerated capital allowances
16,837
2,707
General provisions
604
-
17,441
2,707
2025
Movements in the year:
£
Asset at 1 January 2025
(2,707)
Credit to profit or loss
(14,734)
Asset at 31 December 2025
(17,441)
17
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
26,887
18,908

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

18
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each of £1 each
167,500
167,500
167,500
167,500
G BRUCE & CO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
19
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within one year
23,290
6,660
Between two and five years
41,591
3,910
64,881
10,570
20
Related party transactions

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

21
Ultimate controlling party

As at 31 December 2025, the company is controlled by the parent company Olidor Group Limited, a company incorporated in England and Wales. Consolidated accounts are available from the registered office, 3a Haddonsacre Station Road, Offenham, Evesham, WR11 8JJ.

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