REGISTERED NUMBER: 02738056 (England and Wales)

RECA-UK LTD

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Statement of Directors' Responsibilities

7

Report of the Independent Auditors

8

Statement of Comprehensive Income

12

Balance Sheet

13

Statement of Changes in Equity

14

Notes to the Financial Statements

15

DIRECTORS:

S J Funnell

D J Morrison

SECRETARY:

S J Dean

REGISTERED OFFICE:

Doranda Way

West Bromwich

West Midlands

B71 4LU

REGISTERED NUMBER:

02738056 (England and Wales)

AUDITORS:

FWC Advisory Ltd

XandWhy

The Foundry

6 Brindley Place

Birmingham

B1 2JB

BANKERS:

HSBC Bank Plc

8 Canada Square

London

E14 5HQ

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

PRINCIPAL ACTIVITY AND REVIEW OF BUSINESS

The Company’s principal activity is the sale of construction related consumables (nuts, bolts, cutting discs, anchor systems, tools, sealants and chemicals) direct to the end user via many home/field-based sales consultants. The business revolves around the correct recruitment, retention and training policies for these salespeople. The product offering is dominated by our own brand ‘Reca’ which is known in the marketplace for its quality and longevity. The Company is a wholly owned subsidiary of Adolf Würth GmbH & Co KG.

The key financial and other performance indicators for the year are presented below:

2025

2024

£'000'

£'000'

Turnover

11,094

11,247

-1.37%

Operating profit/(loss)

21

(243

)

Loss for the financial year

(135

)

(323

)

Gross profit margin %

56.1%

55.2%

1.63%

Average number of employees

91

107

debtor days

54.5

53.9

Stock turn months

3.9

3.8

Sales decreased by 1.37% to £11,094k mainly due to a reduced number of sales staff during the year. It was important in 2025 for the Company to increase its staff productivity, both internally and externally, particularly in the light of increases applied to employers’ national insurance from April 2025. The average number of sales personnel per month was down from 78.0 in 2024, to 66.3 in 2025. This was achieved by a reduced number of staff being replaced when staff left the Company. Sales staff productivity was therefore 16.1% up on the prior year. There was a reduction in active customer numbers during 2025. The active customer base decreased from 9,648 to 9,207 trading customers, a reduction of 4.6%, driven by the reduction in sales staff.

The Company reported an operating profit before tax of £21k, compared to an operating loss of £243k in 2024. This was mainly due to savings in personnel costs with the Company reducing its sales force over the course of the year by 15.9% and its internal staff by 16.1%.

Stock turns finished the year at 3.9, slightly up from 3.8 in 2024. A significant proportion of the Company’s products bought for resale are sourced directly from countries within the European Union.

Liquidity remained in focus as debtor days remained stable at 54.5 compared to 53.9 in 2024.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the Company in the UK are in the areas of market competition, operational delivery, finance, and falling output due to economic pressures. Companies in the construction sector that represent typical RECA customers have been impacted significantly by increases in employers’ national insurance and minimum wage rates during 2025. The construction sector in the UK also saw significant increases in insolvencies during 2025 compared to prior year.

Competitive pressures in the UK market are a continuing risk for the Company. The Company manages this risk by providing value to its customers and by maintaining strong relationships with them. Risk reviews are operated by management at the Company and within the Group to address all commercial, operational, and financial aspects of both prospects in pursuit and customer orders in execution. The Directors also specifically monitor and review all aspects of health and safety. Training of all staff is undertaken to reduce the risk of failure to comply with best practice or legislative standards.

The Company relies heavily on its external sales force. The risk of an increase in staff turnover is therefore a primary concern of the business. The risk is managed through thorough induction and training, ongoing support from an experienced and established sales management team, and a thorough recruitment process.

Impact of macro-economic factors

The Company has been impacted during the financial year by increases in personnel costs, particularly in terms of higher than inflation minimum wage increases, and a significant increase in employer’s national insurance costs which came into effect from April 2025. These costs also impact the Company’s suppliers and transport service partners which have subsequently generated additional cost pressures on the Company as products and services purchased increase in price.

2025 also saw significant movements in foreign exchange rates, particularly with the GB£ falling against the Euro by 5.2% over the course of the year, making stock purchases more expensive. The Company purchases over 50% of its goods for resale from Europe. The Company does, however, assess movements and trends in relevant currencies daily and has access to Group hedging facilities to mitigate any impact of significant deviations.

Price increases and pricing strategies have been implemented to mitigate the impact of these factors, and the company continues to actively monitor costs. The Company management remains focused on delivering strong financial results and executing on the Company’s long-term strategy and profitability objectives.

In considering the ability of the Group to provide the support to the Company for Going concern purposes, the Directors have confirmed that the Group have also evaluated this situation and there is no significant impact on the Group’s ability to support the Company for Going concern purposes.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company operates several risk management policies designed to minimize its exposure to financial risks.

Liquidity and Cashflow risk

The Company produces monthly management accounts and forecasts, which enable the directors to monitor the cash position and to ensure that there is sufficient liquidity and cash flow to minimise the risk of the Company being unable to pay its debts as they fall due. In addition, the ultimate parent undertaking Adolf Würth GmbH & Co KG monitors the forecast to ensure funding availability for the Company, via the Group’s in-house bank Würth Finance International B.V.

Interest rate risk

To manage the Company’s exposure to interest rate fluctuations, the Company meets all its borrowing requirements by borrowing from Group companies at fixed rates of interest.

Currency risk

The Company is exposed to foreign exchange risk on its financial instruments mainly relating to product purchases in currencies other than the functional currency of the Company. The Company has access to the Group treasury to manage the risk associated with significant deviations in exchange rates.

Credit risk

The Company’s principal credit risk arises from the ability of its customers to meet their contractual obligation to pay their debts as and when they fall due. The Company’s approach to managing this risk is to continually monitor debt collection, performing appropriate credit checks on new and existing customers using third party credit reference agencies to assess creditworthiness and set appropriate credit limits and payment terms.

ON BEHALF OF THE BOARD:

S J Funnell - Director

29 June 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

DIVIDENDS

The Loss for the year after taxation amounted to £135,306 (2024 - Loss £323,355). The directors do not recommend a final dividend (2024 - £nil).

FUTURE DEVELOPMENTS

The increase of sales productivity per salesperson remains a key focus in 2026. This has naturally increased through the repositioning of sales territory sizes, due to (natural) reductions in the salesforce. Our priority now is to increase revenue in each sales territory via customer growth, affording ourselves the opportunity to invest in other sales strategies, like our Business Development Strategy, with a focus on larger size customer acquisitions. This Strategy has already started and we look to grow the number of Sales Reps in the second half of 2026 to support this. For a number of years, we have focused on the quantity of customers we have. With reduced salespeople we now have to focus our time and energy on the quality of the customers we onboard. This strategic direction will run throughout 2026 as we 'lose' smaller/lower potential customers and replace them with larger/higher potential customers.

The Company will upgrade its SAP IT system in 2026 in preparation for a move to a new Group developed customer relationship management system. Recent developments have provided additional routes to market with an increased focus on tele-canvasing, on-line sales, and increased investment in customer systems including I-storage.

DIRECTORS

S J Funnell has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

D J Morrison was appointed as a director after 31 December 2025 but prior to the date of this report.

J N Kavanagh ceased to be a director after 31 December 2025 but prior to the date of this report.

FINANCIAL INSTRUMENTS

The Company finances its activities with a combination of cash and short-term overdrafts from Group. Other financial assets and liabilities, such as trade debtors and trade creditors arise directly from the Company’s operating activities.

GOING CONCERN

On their assessment of the Company’s financial position, and future forecasts, the Company’s Directors have a positive expectation that the Company will continue operationally for the foreseeable future.

The Company currently has outstanding financial liabilities to the Group (via the Group’s in-house bank Würth Finance International B.V.) in the sum of £1,869,544 as at 31 December 2025, representing the balance drawn on the credit facility explained below.

As the Company is dependent on financial support from the Würth Group, it has received a written undertaking from the Group’s bank Würth Finance International B.V. which states that financial support will remain available until 30 June 2027 unless the Company has sufficient funds to make such payments without adversely affecting the Company’s ability to trade as a going concern. The Directors have concluded that this support provides sufficient headroom on sensitising the forecasts to cover any expected or possible changes through to 30 June 2027.

As the Company is reliant on the financial support from Würth Group, the Directors made enquiries of Würth Group management to ensure that the Group can provide such financial support to the Company.

Based on the enquiries made to the Group, the letter confirming the availability of the current credit facility and the expected future cashflows of the Company, the Directors consider that this supports the preparation of the Company’s financial statements on a going concern basis.

DIRECTORS' LIABILITIES

There has been no qualifying third-party indemnity provision in place for the benefit of the Directors during the year.

DISABLED EMPLOYEES

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Company continues and that appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

ENVIRONMENT, HEALTH AND SAFETY

The company recognises the importance of its environmental responsibilities, monitors its impact on the environment, and designs and implements policies to reduce any damage that might be caused by the company’s activities.

The Company also recognises the importance and implications of the Health and Safety at Work Act 1974, the Environment Protection Legislation and all new Health and Safety legislation including that communicated through EU Directives.

ENGAGEMENT WITH EMPLOYEES

The company places considerable value on the involvement of its employees and has continued its previous practice of keeping them informed on matters affecting them as employees and on the various factors affecting the performance of the Company. This is achieved through regular formal and informal meetings, conferences, one-to-one talks, and the Company magazine. The company management value greatly the feedback they receive from staff. A staff suggestion box is available to all staff, and employee-appointed focus groups meet regularly to discuss matters affecting both the Company and its employees and provide management with constructive comments and opinions.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

S J Funnell - Director

29 June 2026

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, comprising FRS 101 ‘Reduced Disclosure Framework’ 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 in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently;

- make judgments and estimates that are reasonable and prudent;

- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- provide additional disclosures when compliance with specific requirements of FRS 101 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the financial position and financial performance;

- 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 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. Under applicable law and regulations, the directors are also responsible for preparing a strategic report, directors’ report, that comply with that law and those regulations. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.

Opinion

We have audited the financial statements of Reca-Uk Ltd (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 101 'Reduced Disclosure Framework' (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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report, the Report of the Directors and the Statement of Directors' Responsibilities, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept, 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 Statement of Directors' Responsibilities set out on page seven, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Auditors' responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are relating to FRS 101, the Companies Act 2006, and United Kingdom direct and indirect tax regulations. In addition, the company must comply with operational and employment laws and regulations including furlough scheme rules, health and safety regulations, environmental regulations, GDPR, anti-bribery and corruption.

- We understood how the Company is complying with those frameworks by making enquiries of management and those charged with governance and gaining an understanding of the entity-level controls of the company in respect of these areas and the controls in place to reduce opportunity for fraudulent transactions and non-compliance.

- We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by obtaining and reading internal policies, making enquiries of management and those charged with governance.

- We audited the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.

- We performed a detailed correlation analysis over the entire revenue process from revenue recognition through to invoice settlement. Where the postings did not follow our expectation, we investigated anomalies and tested a sample of these entries above a certain threshold to ensure their validity by agreeing back to source documentation.

- Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved:

- We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by meeting with management, and those charged with governance to understand where they considered there was susceptibility to fraud. We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud and gained an understanding as to how those procedures and controls are implemented and monitored. In addition, we completed procedures to conclude on the compliance of the disclosures in the financial statements with all applicable reporting requirements.

- We read minutes of meetings of those charged with governance.

- We read financial statements disclosures and testing supporting documentation to assess compliance with applicable laws and regulations.

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

Use of our report

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

Michelle Vincent (Senior Statutory Auditor)

for and on behalf of FWC Advisory Ltd

XandWhy

The Foundry

6 Brindley Place

Birmingham

B1 2JB

29 June 2026

TURNOVER

4

11,094,473

11,246,991

Cost of sales

(4,868,047

)

(5,035,471

)

GROSS PROFIT

6,226,426

6,211,520

Distribution costs

(4,597,305

)

(4,910,826

)

Administrative expenses

(1,649,139

)

(1,585,080

)

(20,018

)

(284,386

)

Other operating income

40,609

41,247

OPERATING PROFIT/(LOSS)

20,591

(243,139

)

Interest payable and similar expenses

6

(133,992

)

(155,675

)

LOSS BEFORE TAXATION

7

(113,401

)

(398,814

)

Tax on loss

9

(21,905

)

75,459

LOSS FOR THE FINANCIAL YEAR

(135,306

)

(323,355

)

Other comprehensive income

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(135,306

)

(323,355

)

FIXED ASSETS

Owned

Intangible assets

10

16,534

44,265

Tangible assets

11

1,599,568

1,627,203

Right-of-use

Tangible assets

11, 17

434,296

696,887

2,050,398

2,368,355

CURRENT ASSETS

Stocks

12

1,010,317

1,295,907

Debtors

13

1,844,688

1,949,256

Cash in hand

1,820

585

2,856,825

3,245,748

CREDITORS

Amounts falling due within one year

14

3,282,453

3,634,633

NET CURRENT LIABILITIES

(425,628

)

(388,885

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,624,770

1,979,470

CREDITORS

Amounts falling due after more than one year

15

205,076

424,470

NET ASSETS

1,419,694

1,555,000

CAPITAL AND RESERVES

Called up share capital

18

5,118,000

5,118,000

Retained earnings

19

(3,698,306

)

(3,563,000

)

SHAREHOLDERS' FUNDS

1,419,694

1,555,000

The financial statements were approved by the Board of Directors and authorised for issue on 29 June 2026 and were signed on its behalf by:

S J Funnell - Director

D J Morrison - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

5,118,000

(3,239,645

)

1,878,355

Changes in equity

Total comprehensive income

-

(323,355

)

(323,355

)

Balance at 31 December 2024

5,118,000

(3,563,000

)

1,555,000

Changes in equity

Total comprehensive income

-

(135,306

)

(135,306

)

Balance at 31 December 2025

5,118,000

(3,698,306

)

1,419,694

1.	AUTHORISATION OF FINANCIAL STATEMENTS AND STATEMENT OF COMPLIANCE WITH FRS

Reca-UK Ltd ("the Company") is a private company limited by share capital incorporated and domiciled in England and Wales. The address of its registered office is Doranda Way, West Bromwich, West Midlands B71 4LU.

These financial statements were prepared under the historical cost convention and in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The Company’s financial statements are individual entity financial statements.

The financial statements are presented in sterling which is the functional currency of the company and

rounded to the nearest £.

The principal accounting policies adopted by the Company are set out in note 2.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

•

the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraph 79(a)(iv) of IAS 1; and

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows.

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

Going Concern

On their assessment of the Company’s financial position, and future forecasts, the Company’s Directors have a positive expectation that the Company will continue operationally for the foreseeable future.

The Company currently has outstanding financial liabilities to the Group (via the Group’s in-house bank Würth Finance International B.V.) in the sum of £1,869,544 as at 31 December 2025, representing the balance drawn on the credit facility explained below.

As the Company is dependent on financial support from the Würth Group, it has received a written undertaking from the Group’s bank Würth Finance International B.V. which states that financial support will remain available until 30 June 2027 unless the Company has sufficient funds to make such payments without adversely affecting the Company’s ability to trade as a going concern. The Directors have concluded that this support provides sufficient headroom on sensitising the forecasts to cover any expected or possible changes through to 30 June 2027.

As the Company is reliant on the financial support from Würth Group, the Directors made enquiries of Würth Group management to ensure that the Group can provide such financial support to the Company.

Based on the enquiries made to the Group, the letter confirming the availability of the current credit facility and the expected future cashflows of the Company, the Directors consider that this supports the preparation of the Company’s financial statements on a going concern basis.

Intangible fixed assets

All intangible fixed assets are initially recorded at cost.

Amortisation is provided on all intangible fixed assets at rates calculated to write off the cost, less estimated residual value based on prices prevailing at the date of acquisition, of each asset evenly over its expected useful life, as follows:

Software

- 4 years

Amortisation charge is included within administrative expenses in the Profit and Loss account.

The carrying values of intangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

Tangible fixed assets

Property, plant and equipment is stated in the balance sheet, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The cost of property, plant and equipment includes directly attributable incremental costs incurred in their acquisition and installation.

All other repairs and maintenance are charged to the profit and loss during the financial period in which they are incurred.

Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value based on prices prevailing at the date of acquisition of each asset evenly over its expected useful life, as follows:

Freehold Buildings

-

50 years

Plant and machinery

-

3-10 years

Fixtures and fittings

-

3-10 years

Motor vehicles

-

2-4 years

Computer equipment

-

2-4 years

Impairment

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset’s recoverable amount in order to determine the extent of the impairment loss. Impairment losses on continuing operations are recognised in the profit and loss account.

Right-of-use assets

The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognises lease liabilities in respect of obligations to make lease payments and right-of-use assets representing the right to use the underlying assets.

The Company recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). The asset’s initial valuation is based on the actual value of future rents paid in exchange for the right to use the asset to the maturity of the lease contract (after analysis of eventual possibility of renewal). The rents are fixed or are considered fixed in substance and may include rents which fluctuate in line with an index or rate. Right-of-use assets are subsequently measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the lease term.

The Company has tested its right-of-use assets for impairment on the date of transition and has concluded that there is no indication that the right-of-use assets are impaired.

Financial assets and liabilities

Classification

The Company’s financial assets include cash and short-term deposits, inter-company debtors and trade and other debtors. The Company’s financial liabilities include inter-company payables and operating payables.

Recognition and measurement

Financial assets are initially recognised at fair value plus transaction costs and are subsequently measured at amortised cost using the effective interest method.

Borrowings and other financial liabilities are recognised initially at fair value less transaction costs and subsequently measured at amortised cost using the effective interest method.

The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts over the estimated term of the financial instrument or, where applicable, over a shorter period, to the net carrying amount of the financial asset or liability.

Impairment of financial assets

The Company assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. Refer to note for trade debtors above. The impairment loss is recognised in the profit and loss account.

Stocks

Stocks are stated at the lower of cost and net realisable value. Cost includes all costs incurred in bringing each product to its present location and condition, as follows:

Goods for resale - purchase cost on a weighted average cost basis, and a sufficiency stock provision is applied based on the number of years' usage of each article held in stock as follows:

Over 1 year

15% provision

1 to 2 years

30% provision

2 to 3 years

50% provision

3 to 4 years

70% provision

5 years+

90% provision

Net realisable value is based on estimated selling price less any further costs expected to be incurred to completion and disposal.

Taxation

The tax expense for the year comprises current and deferred 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 income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the Company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. Management judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies. Further details are contained in note 9.

Lease liabilities

At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate.

Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. The Company’s lease liabilities are included in Lease liabilities (see Note 16).

Company as a Lessor

Leases in which the Company does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement of profit or loss due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.

Employee benefit costs

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

Trade debtors

Trade Debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

Trade Debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade debtors. To measure the expected credit losses, trade debtors have been grouped based on shared credit risk characteristics and the days past due.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Trade creditors

Trade Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Foreign currencies

The Company’s financial statements are presented in sterling, which is also the Company’s functional currency.

Transactions in foreign currencies are initially recorded in the entity’s functional currency by applying the spot exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the balance sheet date. All differences are taken to the profit and loss account.

Pensions

The Company operates a defined contribution pension scheme, set up in July 2015, that is opened to new and auto-enrolled members, and makes contributions to the personal pension plans of certain employees, as well as operating another existing defined contribution scheme for longer-serving employees that is now closed to new members. Contributions are charged in the profit and loss account as they become payable in accordance with the rules of the scheme. The assets of the plan are held separately from the Company in independently administered funds.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns and value added taxes. The Company recognises revenue when performance obligations have been satisfied and for the Company this is when the goods have transferred to the customer, and the customer has control of these.

A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due. No element of financing is deemed present as the sales are made with agreed credit terms, consistent with market practice.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of financial statements requires management to make judgments, 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 judgment in terms of deferred tax assets and of estimation, particularly in terms of stock and debtor provisions based on consistently-applied formulae, mean that actual outcomes could differ from those estimates. There are no significant judgments or estimates that have a significant effect on amounts recognised in the financial statements.

4.

TURNOVER

The Company’s turnover and pre-tax result were wholly attributable to the Company’s principal continuing activity in the United Kingdom.

5.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

3,691,650

3,855,772

Social security costs

557,893

449,586

Other pension costs

179,005

182,261

4,428,548

4,487,619

The average number of employees during the year was as follows:

2025

2024

Administration

10

11

Distribution

81

96

91

107

Directors Remuneration

2025

2024

£

£

Remuneration

277,535

232,685

Company contributions paid to defined contribution pension schemes

16,025

16,089

Benefits received otherwise in cash

15,420

13,492

308,980

262,266

No.

No.

Members of defined contribution pension schemes

2

2

In respect of the highest paid director

2025

2024

£

£

Remuneration

148,711

124,580

Company contributions paid to defined contribution pension schemes

5,849

6,229

Benefits received otherwise than in cash

8,369

7,323

Aggregate remuneration

162,929

138,132

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Interest payable on lease

liabilities

25,217

23,529

Interest payable to Group

undertakings

120,345

132,146

Gain on Wurth Finance

derivative

(11,570

)

-

133,992

155,675

7.	LOSS BEFORE TAXATION

The loss before taxation is stated after charging:

2025

2024

£

£

Cost of inventories recognised as expense

4,868,048

5,035,471

Depreciation - owned assets

99,869

91,695

Depreciation - right of use assets

296,251

305,566

Amortisation of intangible fixed assets

30,088

37,800

8.	AUDITORS' REMUNERATION

2025

2024

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

20,000

38,000

All other non-audit services

3,000

7,000

9.

TAXATION

Analysis of tax expense/(income)

2025

2024

£

£

Deferred tax

21,905

(75,459

)

Total tax expense/(income) in statement of comprehensive income

21,905

(75,459

)

Factors affecting the tax expense

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Loss before income tax

(113,401

)

(398,814

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

(28,350

)

(99,704

)

Effects of:

Adjustments in respect of prior years

-

1,114

Expenses not deductible

50,255

23,131

Tax expense/(income)

21,905

(75,459

)