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

The principal activity of the company continues to be that of vehicle component distribution.

At the end of the company's financial year, net assets totalled £20,040,806.

During the financial year the UK market, the company's primary market, remained buoyant and turnover levels were in line with those achieved in 2024 with a small decrease of 2.33% in this area. As in the prior year the company continues to undertake European sales through its French subsidiary, where possible, to mitigate costs. Export sales undertaken by the company in the year have shown a significant improvement with an increase of 19.45% in turnover in this area, more than reversing the 10.1% fall seen in 2024. The company's overall turnover for the year of £19,191,954 shows a 4.7% increase over the £18,325,227 achieved in 2024.

Import costs and material costs have remained relatively stable throughout the year and this has led to margins remaining consistent with those in 2024, with a gross profit percentage of 32.3% achieved in each year. The directors are satisfied with the performance of the business for the year under review.

Principal risks and uncertainties faced by the business are those directly related to operating in the acquisition and retail of vehicle component parts. The worldwide economic climate and transport availability continues to impact on the business as does the fluctuating oil prices and political and economic uncertainty arising from the Russian invasion of the Ukraine. As in prior years retail prices remain a sensitive area in the market place.

In addition to the general business risks within the market place, the company is exposed to price risk, the usual credit and cash flow risks associated with buying and selling on credit and also importing and exporting. The company manages these risks through robust credit control procedures.

The company's strategy is to satisfy the requirements of customers in the motor industry by sourcing reputable and efficient braking products worldwide at competitive prices. The company maintains a high level of compliance, by ensuring relevant UK standards are adhered to.

The key financial performance indicators for the company are as follows;

2025 2024 2023 2022 2021

Turnover     19,191,954 18,325,227 18,088,664 16,025,186 12,648,562

Turnover Growth 4.7% 1.3% 12.9% 26.70% (16.5%)

Gross Profit Margin 32% 31% 27% 20% 21%

The information available for the new financial year shows turnover and margins remain good, in line with expectations and budgets. The directors are confident that the business's strategic policies will enable it to meet the challenges going forward and enable them to achieve an improved share of the global market in the medium to long term.

The company continues to identify and develop new product ranges and improve current product lines in order to service its customer requirements.

During the year end the company became a wholly owned subsidiary of 3G Winnard Limited. The 3G Winnard Limited group includes the 3G group of companies who provide a wide range of commercial vehicle parts. The directors are confident that the synergies, opportunities and savings achieved from this amalgamation will enable the company to better serve its overall market going forward.

On behalf of the board

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

The principal activity of the company continued to be that of vehicle component distribution.

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £61,500. The directors do not recommend payment of a final dividend.

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

The company’s principal financial instruments comprise sales financing facilities, bank balances and bank loans, the main purpose of which is to provide and raise finance for the company’s operations. The company also utilises foreign currency forward exchange contracts to mitigate adverse exchange rate movements on the business.

In addition, the company has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from its operations.

The company manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.

In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of sales financing facilities and the monitoring of foreign exchange rates. All the business' cash balances are held in such a way to achieve as competitive rate of interest and benefit from exchange rate movements where possible.

Bank loans utilised by the company are from financial institutions over fixed terms, with floating rates of interest at a fixed margin over base. The business manages the liquidity risk by ensuring there are sufficient funds to meet the repayments and by ensuring there are sufficient funds available to repay borrowings as and when they fall due.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. The company has a sales financing facility available to enable it to access funds and manage cash flow requirements.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due. Regular fund availability reviews are undertaken.

The preference shares are subject to a fixed interest rate which is managed by ensuring sufficient funds are available to meet amounts due.

The future developments of the business have been disclosed in the Strategic Report.

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

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.

There have been no significant post balance sheet events that have impacted on the results of the year.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

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; 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.

We have audited the financial statements of Thos.Winnard & Sons Limited Limited (the 'company') for the year

ended 31 December 2025 which comprise the statement of comprehensive income, the statement of financial position, the 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 FRS 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.

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' report 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.

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 directors' report.

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.

As explained more fully in the directors' responsibilities statement, 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.

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.

In accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit.

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

As part of designing our audit, we determined materiality and assessed the risk of material misstatement in the financial statements, including how fraud may occur by enquiring with management as to its own consideration of fraud. In particular, we looked at where management made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We also considered potential financial or other pressures, opportunity and motivations for fraud. As part of the discussion we identified the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations and how management monitor these processes. Appropriate procedures included the review and testing of material adjusting journals and key estimates and judgements made by management.

We gained an understanding of the legal and regularity framework applicable to the company and the industry in which it operates, drawing on our audit experience and knowledge of the company and its sector, and considered the risk of acts by the company that were contrary to these laws and regulations, including fraud.

We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to:

The Companies Act 2006 and associated legislation

UK Tax Legislation

UK Health and Safety at Work legislation

UK Employment & Labour laws and regulations

Motor Industry legislation in respect of the specific vehicle components distributed by the business

We also made enquiries of management with regards to the compliance with the above laws and regulations and obtained any necessary evidence to corroborate the information provided, for example minutes of directors and board meetings and legal correspondence between the company and its solicitors.

We have identified revenue recognition, management override and completeness of related party transactions as key audit matters relating to irregularities, including fraud.

We have evaluated management's incentives for fraudulent manipulation of the financial statements, including the risk of management overriding controls, and identified that the principal risks relate to management bias in accounting estimates and judgmental areas of the financial statements such as revenue recognition.

The following audit work was undertaken in response to the risks identified:

- Enquiry of management, those charged with governance and the entity’s solicitors around actual and potential litigation and claims.

- Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations.

- Reviewing minutes of meetings of those charged with governance.

- Reviewing key sources of estimation uncertainty testing to supporting documentation, ensuring reasonableness of assumptions and consistently applied

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

- Examining transactions immediately before and after the reporting period to ensure income is recognised in the correct period.

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

- Identifying related parties and ensuring transactions are complete by testing to available supporting documentation.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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.

The income statement has been prepared on the basis that all operations are continuing operations.

Thos.Winnard & Sons Limited is a private company limited by shares incorporated in England and Wales. The company number is 00396394 and its registered office is Barbot Hall Industrial Estate, Mangham Road, Rotherham, South Yorkshire, S62 6EF.

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 amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. 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. The company has therefore taken advantage of exemptions from the following disclosure requirements:

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

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

The company has taken advantage of the exemptions provided by section 400 of the Companies Act 2006 not to prepare consolidated financial statements. The financial statements of the company are consolidated in the financial statements of its parent undertaking, 3G Winnard Limited, a company incorporated in England. These consolidated financial statements are available from its registered office, Barbot Hall Industrial Estate, Mangham Road, Rotherham, South Yorkshire, England, S62 6EF.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of at least 12 months from the expected date of approval of these financial statements. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

The company recognises revenue from the following major sources:

• Sale of Goods

• Management charges

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

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 the provision of management 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 are recoverable.

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:

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.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

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.

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.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is calculated using the weighted average method and 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.

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.

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 statement of financial position 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.

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, 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.

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.

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.

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.

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 payments 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. Amounts 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.

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 subsequently 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.

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

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.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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.

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 income statement, 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.

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.

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

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 leases asset are consumed.

When the company acts as a lessor, a lease is classified as a finance lease whenever it transfers substantially all the risks and rewards of ownership of the underlying asset to the lessee, either at the end of the lease term or for the major part of the economic life of the asset. All other leases are classified as operating leases. If an arrangement contains both lease and non-lease components, the company allocates the consideration in the contract to the two elements.

Rental income from an operating lease is recognised on a straight-line basis over the life of the lease even if payments are not made on that basis. The aggregate cost of any incentives is recognised as a reduction in income over the lease term. Costs incurred in earning the lease income are recognised as an expense

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

The preparation of financial statements in conformity with FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The actual outcome may diverge from these estimates if other assumptions are made, or other conditions arise.

Significant judgements

In the course of preparing the financial statements, no significant judgements have been made in the process of applying the company's accounting policies, other than those involving estimations that have had a significant effect on the amounts recognised in the financial statements.

Accounting estimates and assumptions are made concerning the future and by their nature, will rarely equal the related actual outcome. The company does not have any key assumptions concerning the future, or other key sources of estimation or uncertainty in the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Notwithstanding this, the following matters should be noted;

The company reviews its stock at the financial year end and makes provision for the impairment of old and obsolete stock of finished goods for resale as appropriate. In assessing the recoverable amount of the stock held the management considers the age profile and historic sales of stock lines to determine the overall provision required These estimates may need to be revised as circumstances and technology change.

In relation to the company's property, plant and equipment etc, the useful economic lives and residual value of assets have been established using historical experience and an assessment of the nature of the assets involved, again these estimates may need to be revised as circumstances and technology change.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 3).

Investment income includes the following:

The actual charge 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:

The carrying value of land and buildings comprises:

Land and buildings at 31st December 2025 comprises leasehold property on a 999 year lease, signed December 1999.

Details of the company's subsidiaries at 31 December 2025 are as follows:

Details of the company's associate, which was transferred at cost to the company's parent undertaking during the year, was as follows:

Trade debtors amounting to £2,354,922 (2024 - £2,318,768) are subject to sales financing at the 31 December 2025.

Included within other borrowings in 2024 are redeemable preference shares with a nominal value of £1 per ordinary share, totalling £1,420,000, these have been repaid in full during the year. The redeemable preference shares carried a right to a non-cumulative dividend of 5.75% per annum.

The derivative financial instrument creditor of £200,560 is the margin variance on foreign exchange forward contracts at the financial year end. Within other debtors is a payment of £165,095, which is held on account of these variances.

Included within other borrowings are non-redeemable preference shares with a nominal value of £1 per ordinary share, totalling £730,000. Non-redeemable preference shares carry a right to a non-cumulative dividend of 5.75% per annum.

In addition to the above, at the 31 December 2025, interest amounting to £45,296 (2024 - £46,336) has been provided on the bank loan within accruals and deferred income under creditors due within one year.

The bank loans and borrowings includes sales invoice finance funding of £838,134, the facility allows borrowings up to 85% of approved outstanding trade invoices and interest is charged at a margin of 1.85% per annum above base, with additional processing or weekly service fees applied. In addition to this the bank loans and borrowings also includes a 5 year fixed term loan ending on the 23 October 2029. Interest on the fixed term loan is calculated on a floating rate interest basis at a margin of 2.2% per annum over base.

The bank loan and borrowings are secured by a fixed and floating charges dated 6 August 2018 and 25 October 2024 over the company's assets together with a charge dated 26 October 2018 over the company's leasehold property at Mangham Road, Barbot Hall Industrial Estate, Rotherham.

In the event of a winding up or other return of capital, the non-redeemable preference shares shall receive the nominal amounts paid up or credited as paid up thereon.

The capital grant detailed above is being amortised over the anticipated lifetime of the underlying asset acquired at a rate of 25% per annum on a reducing balance basis.

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

There is expected to be no material reversal of deferred tax charge in the following financial period.

The company operates defined contribution pension schemes for all qualifying employees. The assets of the schemes are held separately from those of the company in independently administered funds.

In a winding up or other return of capital, the ordinary shares attract a right to a dividend of £10,000 per share or a balance available if less, in proportion to the nominal amounts paid up thereon.

On the 1st of August 2020 the company issued 27,883 A Ordinary £1 shares and 27,883 B Ordinary £1 shares at par. In a winding up or other return on capital they are entitled to receive the nominal amounts paid up thereon.

At the 31 December 2025 the company has entered into foreign currency exchange contracts to acquire US $3,460,012 at Euro rates varying from 1.06 to 1.15 to the Dollar ( 2024 -US$1,472,345 at a rate of 1.0875). At the financial year end the exchange rate stood at 1.1747 (2024 -1.035) Euro's to the Dollar, giving rise to a shortfall of £200,560 (2024 - gain of £56,794). The charge to the profit and loss account of £200,560 has been included within the foreign currency exchange losses for the year.

During the year the company entered into the following transactions with related parties:

The company sold goods and services, including management charges of £88,452 (2024 - £87,248), amounting to £562,745 (2024 - £541,233) to an overseas subsidiary. The company also acquired goods and services from the overseas subsidiary in the year amounting to £43,090 (2024 - £138,423). The sales and purchases were made under normal trading conditions on extended trading terms. At the 31st December 2025 £1,768,928 (2024 - £2,624,184) was owed by the subsidiary to the company. Interest amounting to £98,556 has been charged on the loan in the year. The loan is repayable on demand.

Dividends paid to directors and their spouses holding equity shares in the company for the year total £24,000 (2024 - £390,117). Dividends paid to directors and their spouses holding £2,150,000 preference shares in the company, included within financing costs total £Nil (2024 - £77,266). Redeemable preference shares amounting to £1,400,000 were repaid in full in the year.

A loan of £1,462,500 was originally advanced to a former associated company at 5% above the HSBC Bank plc base rate, interest amounting to £39,299 (2024 - £140,333) was incurred in the year, The investment in the associated company was distributed to the company's holding company at cost during the year, resulting in the associated company becoming a fellow group subsidiary of Thos Winnard & Sons Limited. The loan terms were also renegotiated during the year and the loan is now interest free and repayable on demand. At the 31st December 2025 £3,908,871 (2024 - £1,879,854) was owed following further loan advances in the year.

During the year loans brought forward from 2024, to companies under the control of one or more of the directors, amounting to £3,562,000, were repaid in full together with interest of £93,458 of which £20.497 related to the 2025 financial year (2024 - £72,961 accrued to 31 December 2024).

Thos. Winnard & Sons Limited sold goods and services to a fellow group company, being the wholly owned subsidiary of the former associated undertaking detailed above, amounting to £587,348 in the year (2024 - £558,042). It also purchased goods amounting to £135,704 (2024 - £68,039) from them during that period. At the 31st December 2025 the company owed £106,931 (net) (2024 - £111,504) to Thos. Winnard & Sons Limited. Transactions were all undertaken under normal trading terms.

During the year the company advanced funds amounting to £11,420,399 to its parent undertaking, part of which related to costs re-charged amounting to £66,337 in the year. The loan is interest free and repayable on demand.

In the opinion of the directors, the ultimate controlling party of the company until the 14 February 2025 was the executors of the Estate of Mr M Barker following Mr M Barker passing away on the 10/5/2024.

On the 14 February 2025 the director's Mr J Barker and Mr A Woodhouse gained control of the company until the 3 April 2025 when 100% of the company's issued ordinary share capital was acquired by 3G Winnard Limited, a company registered in England, as part of the reorganisation of the business and formation of an employee ownership trust.

3G Winnard Limited is controlled by 3G Winnard Trustees Limited as corporate trustee of the 3G Winnard Employee Ownership Trust. In the opinion of the directors, there is no single ultimate controlling party, as the Trust is managed for the benefit of the eligible employees as a whole.

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:

The operating lease is for a period of 36 months, at the financial year end 26 months obligations remained outstanding.