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Registered number: 07105367 MISCO TECHNOLOGIES LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
MISCO TECHNOLOGIES LIMITED COMPANY INFORMATION
Directors | G Watson
| M Watson
| A Muir
| S Liebscher
| N R Dorrington
| A S Stafford
| K Gamble (appointed 3 June 2025)
| A Dickens (appointed 10 November 2025)
| L Porteous (appointed 10 November 2025)
Registered number | 07105367
Registered office | Suite 3
| Sapphire House
| Crown Way
| Rushden
| Northamptonshire
| NN10 6FB
Independent auditor | MHA
| Century House
| The Lakes
| Northampton
| NN4 7HD
MISCO TECHNOLOGIES LIMITED CONTENTS
| Page
Strategic Report | 1 - 3
Directors' Report | 4 - 7
Independent Auditor's Report | 8 - 11
Statement of Comprehensive Income | 12
Balance Sheet | 13
Statement of Changes in Equity | 14
Notes to the Financial Statements | 15 - 29
MISCO TECHNOLOGIES LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Business review
The Company’s principal activity during the year continued to be that of a value added reseller of IT solutions and services, supporting customers across the private and public sectors with hardware, software, and associated services. A dividend of £3,869,723 was declared during the year. Key financial and other performance indicators during the year were as follows: 2025 2024 Change £’000 £'000 % Turnover 119,329 85,691 39% Operating profit excluding exceptional items 9,438 6,117 54% Profit after tax 6,925 2,528 174% Equity Shareholders’ 8,535 5,479 56% Current assets as a % of current liabilities 149% 146% 3% Average No. of employees 89 83 7% The year ended 31 December 2025 represented a period of significant growth, building on the strong trading performance achieved in 2024. Revenue increased by 39% to £119 million (2024: £86 million), driven primarily by large-scale infrastructure projects supported by the Company’s enterprise team, alongside continued expansion of the customer base and increased software and licensing activity. This performance reflects the Company’s disciplined execution of its commercial strategy and its ability to deliver complex, high-value solutions. Gross profit increased significantly, with gross margin improving from 11.1% in 2024 to 12.4% in 2025. This reflects a favourable project mix and effective commercial management. Overhead costs (excluding exceptional items) increased in line with business growth remained at a consistent rate with revenue at 4.5%, compared to 4% in 2024. This demonstrates strong cost control and increasing operational leverage as the business scales. Profit after tax increased considerably in 2025, reflecting the Company’s stronger underlying trading performance, improved gross margins, and disciplined cost management. The year includes £290,000 of exceptional charges relating to the write-off of an intercompany debtor following the cessation of trading of a subsidiary, Comet Electricals Limited. Overall, the Company delivered a materially improved earnings performance during the year. The Company maintained a strong and improving liquidity position throughout the year. Cash balances increased significantly from £2.1 million at 31 December 2024 to £8.4 million at 31 December 2025, supported by the continued effectiveness of the Company’s cash collection processes. Net assets increased from £5.4 million to £8.5 million over the same period, reflecting the profitable growth achieved. The ratio of current assets to current liabilities strengthened to 149% (2024: 146%), further enhancing the Company’s short-term financial resilience. The Company continues to invest in its people as a key driver of growth. The average number of employees increased to 89 (2024: 83), reflecting targeted recruitment to support expanding operations, particularly within the sales function. Attracting and retaining skilled individuals from across the technology sector remains a strategic priority. In support of this growth, the Company relocated its registered office and principal place of business to Rushden in March 2026, providing expanded facilities and capacity to accommodate its growing workforce and support the continued expansion of its sales team. Page 1
MISCO TECHNOLOGIES LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Sustainable Development The Company remains committed to achieving sustainable growth aligned with its ISO 14001 Environmental Management accreditation and its Environmental Policy. Performance for the year is captured in the Carbon Reduction Plan 2025, approved by the Board. During 2025, total emissions reduced by approximately 5%, despite a significant increase in turnover. This resulted in an improvement in emissions intensity both per £m of revenue and per employee, demonstrating the effectiveness of sustainability initiatives alongside business growth. Key drivers of improvement included: •Further reductions in natural gas consumption •Stabilisation of electricity usage despite higher activity levels •Continued transition to electric vehicles within the company car fleet The Company continues to face challenges in employee commuting and transportation emissions but is actively engaging suppliers and employees to influence future reductions.
Principal risks and uncertainties
The Company consider that the following are the principal risks that could materially and adversely affect the Company’s future financial performance or financial position. The Board regularly reviews these and any other potential risks and takes proactive actions to mitigate their impact and, or likeliness. Competition In addition to an extensive brand and product portfolio, the Company boasts an experienced team specializing in the Business, Education, Healthcare, and Government sectors, delivering industry-leading solutions. The Misco team is dedicated to building strong, long-lasting relationships with customers, with senior management investing significant time and resources to maintain and develop key accounts. As a business, we prioritize understanding our customers’ needs and challenges to identify the most suitable and cost-effective solutions. The Company also collaborates closely with its distributors, vendors, and manufacturers to provide valuable and effective technology solutions. Customer reliance No one customer makes up more than 10% of the Company’s sales or gross profit and the Company operates across a broad spectrum of industries, reducing the impact of any market fluctuations or changes to procurement trends. Supply chain Misco’s ability to deliver timely and cost-effective solutions depends on the reliability of its supply chain. While the company maintains strong relationships with key vendors and actively engages new suppliers, global supply chain disruptions—such as component shortages, shipping delays, or geopolitical tensions—could impact product availability and pricing. To mitigate this, Misco works with an extensive supplier base, enabling flexibility and alternative sourcing options. Misco’s ability to offer substitute IT solutions helps reduce dependency on specific products or vendors. Page 2
MISCO TECHNOLOGIES LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Credit risk The Company employs a highly experienced and professional credit control function to manage credit risk effectively. We have established robust credit approval processes and maintain comprehensive credit insurance to mitigate potential losses. Additionally, our team proactively manages account balances, ensuring that any issues are promptly addressed to maintain the financial health of the organization. Liquidity risk The Company continues to operate under its HSBC overdraft facility, providing additional liquidity to support the working capital cycle if required. Notwithstanding this facility, the Company consistently maintained surplus cash balances throughout the year, generating interest receivable income as a result. At the year end, the Company held £8.4 million in cash, which was placed in overnight deposit accounts. No amounts were owed at the balance sheet date.
Financial key performance indicators
Key financial performance indicators are monitored on a regular basis • Turnover has increased by 39% compared to 2024, from £85.6M to £119.3M • Gross margin has increased by 1.3% compared to 2024, from 11.1% to 12.4% • Debtors days have decreased by 8 days compared to the previous year, from 45 to 37 days • Net assets have increased to £8.5m This report was approved by the board and signed on its behalf.
A Muir Director
Date: 6 July 2026
Page 3
MISCO TECHNOLOGIES LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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.
Results and dividends
The profit for the year, after taxation, amounted to £6,925,050 (2024 - £2,528,371). Dividends of £3,869,723 (2024 - £3,059,987) were declared in the year.
Directors
The directors who served during the year were:
G Watson
M Watson
A Muir
S Liebscher
N R Dorrington
A S Stafford
K Gamble (appointed 3 June 2025)
A Dickens (appointed 10 November 2025)
L Porteous (appointed 10 November 2025)
Page 4
MISCO TECHNOLOGIES LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Streamlined Energy and Carbon Reporting (SECR)
The Company is not required to present data and information relating to emissions, energy consumption and energy efficiency action. However, it has chosen to do so given its increasing importance on taking action to reduce the effects of climate change and provide greater transparency for our stakeholders. Misco has analysed its emissions usage, otherwise known as its GHG inventory, by applying the principles of the revised edition of the World Resources Institute/ World Business Council for Sustainable Development’s GHG Protocol Corporate Accounting and Reporting Standard. Data has been collected in respect of energy consumption at Misco’s offices and its warehouse facilities both located in Wellingborough. Data has also been analysed in relation to emissions from combustion of fuels in company vehicles. This represents the Company’s Scope 1 and 2 emissions, being those under the direct control of Misco and its business activities. Energy consumption has been calculated using standard fuel energy content factors from the UK Government GHG Conversion Factors for Company Reporting 2025. Misco has also analysed a defined subset of Scope 3 emissions in line with PPN-0621 to support the government’s commitment to continuing its efforts to reduce greenhouse gas emissions and deliver on its carbon budget commitments. The Company has identified the following categories to report on under Scope 3 emissions: Category Description 3 Fuel & energy-related activities 4 Upstream Transportation & Distribution 5 Waste Generated in Operations 6 Business Travel 7 Employee Commuting 9 Downstream Transportation & Distribution The calculation of GHG inventory for Scope 3 emissions is optional. However, given the direct relation between facility emissions and employee home working, this report has captured Scope 3 emissions from home working as an activity directly linked to reducing Misco’s carbon footprint. For upstream and downstream transportation, the Company has analysed its fulfilment data for each individual sale made to customers. The Company has also liaised with its waste disposal providers to obtain weight data by each disposal method. An employee travel survey was again undertaken so that emissions from employee commuting to and from work can be measured. The data aligns with the company’s financial reporting periods for years ending 31 December. To avoid double counting activities not under direct control of Misco, indirect emissions from the production of purchased materials and transport-related activities relating to the transportation of purchased materials or goods to our suppliers have been excluded from this Emissions Report. Page 5
MISCO TECHNOLOGIES LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Scope Emissions Source Consumption Emissions (tCO2e) 2025 2024 2025 2024 (restated) 1 Natural Gas consumption 70,118 KWh 92,545 KWh 12.8 16.9 1 Company vehicles(diesel & petrol fuel) 0 KWh 6,265 KWh - 1.5 2 Electricity purchased (100% renewable) 109,883 KWh 111,317 KWh - - Total for Scope 1 & 2 180,001KWh 210,127KWh 12.8 18.4 3 Home Working 1,481 Days 1,323 Days 3.7 3.3 3 Waste Generated in Operations 6.47 tonnes 6.20 tonnes 0.0 0.0 3 Business Travel 17.2 19.5 3 Employee Commuting 47.6 54.1 3 Upstream Transportation & Distribution 13.0 8.7 3 Downstream Transportation & Distribution 13.0 8.7 Grand Total 107.3 112.7 The 2024 amounts have been restated due to the units being disclosed incorrectly in the prior year. Alongside total emissions figures, the SLT present intensity measures of emissions based on both the number of employees and total revenue. The SLT believe this gives a good indication of the performance of the sustainability initiatives taking into account the company’s continuing organic growth. 2025 2024 Turnover £m 119.3 85.7 Average number of employees 89 83 Intensity total (tCO2e per £1m of turnover) 0.90 1.32 Intensity total (tCO2e per employee) 1.21 1.36 Emissions Performance Whilst no specific energy efficiency actions were planned during the year, overall emissions have decreased in 2025 when compared to 2024 from 112.7 tonnes to 107.32 tonnes, a decrease of 5%. This has been despite a significant increase in turnover of nearly 40%. Therefore, intensity levels by trading activity and headcount have also fallen in comparison to last year. As stated in previous year report, it was forecast that recruitment planning in late 2024, early 2025 would lead to emission intensity by employee to reduce during last year. Following the consolidation of its warehousing in 2024, Misco achieved further reductions in natural gas consumption over the course of 2025. Additionally, despite the revenue growth of the business, total electricity consumption stayed almost flat at just over 100,000 kWh. Whilst no specific energy efficiency actions were planned during the year, overall, Misco achieved its aim of reducing its emissions in 2025, as well as reducing its emissions per £1m of turnover. The three main areas of challenge continue to be: (i)Natural gas consumption: All of Misco’s sites are leasehold and so making energy efficient alterations to the building was not possible. (ii)Employee commuting: Adoption of electric vehicles by employees continues to be hindered by the government delaying the ban of fossil fuel vehicles to 2035. Page 6
MISCO TECHNOLOGIES LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 (iii)Transportation & Distribution: There is limiting data or widespread action on emissions and Misco continues to work with its suppliers to build momentum in this area. The revised project set out last year factors in recent growth trends in the business and a longer term goal for net-zero for 2050. Misco out-performed the 2025 revised project despite also out-performing its trading growth expectations.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Auditor
The auditor, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
A Muir Director
Date: 6 July 2026
Page 7
MISCO TECHNOLOGIES LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MISCO TECHNOLOGIES LIMITED
Opinion
We have audited the financial statements of Misco Technologies Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its 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 United Kingdom, including the Financial Reporting Council'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. Page 8
MISCO TECHNOLOGIES LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MISCO TECHNOLOGIES LIMITED (CONTINUED)
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.
Opinion 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 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.
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 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. Page 9
MISCO TECHNOLOGIES LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MISCO TECHNOLOGIES LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: • Enquiry of management and those charged with governance around actual and potential litigation and claims; • Enquiry of entity staff to identify any instances of non-compliance with laws and regulations; •Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. •Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Auditor's Report. Page 10
MISCO TECHNOLOGIES LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MISCO TECHNOLOGIES LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Rebecca Hughes BSc Hons FCCA (Senior Statutory Auditor) for and on behalf of MHA Statutory Auditor Northampton, United Kingdom Date:8 July 2026 Page 11
MISCO TECHNOLOGIES LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 119,328,709 | 85,690,915
Cost of sales |  | (104,619,171) | (76,185,536)
Gross profit |  | 14,709,538 | 9,505,379
Administrative expenses |  | (5,271,839) | (3,388,179)
Exceptional items | 12 | (290,088) | (2,734,458)
Operating profit | 5 | 9,147,611 | 3,382,742
Interest receivable and similar income | 9 | 187,709 | 169,971
Profit before tax |  | 9,335,320 | 3,552,713
Tax on profit | 10 | (2,410,270) | (1,024,342)
Profit for the financial year |  | 6,925,050 | 2,528,371
The notes on pages 15 to 29 form part of these financial statements.
Page 12
MISCO TECHNOLOGIES LIMITED REGISTERED NUMBER: 07105367 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 15,403 |  | 23,947
Tangible assets | 14 |  | 11,378 |  | 19,804
|  |  | 26,781 |  | 43,751
Current assets |  |  |  |  |
Stocks | 15 | 2,900,967 |  | 2,002,011 |
Debtors: amounts falling due within one year | 16 | 14,630,210 |  | 13,084,061 |
Cash at bank and in hand | 17 | 8,402,949 |  | 2,124,693 |
|  | 25,934,126 |  | 17,210,765 |
Creditors: amounts falling due within one year | 18 | (17,418,950) |  | (11,765,993) |
Net current assets |  |  | 8,515,176 |  | 5,444,772
Total assets less current liabilities |  |  | 8,541,957 |  | 5,488,523
Provisions for liabilities |  |  |  |  |
Deferred tax |  |  | (6,950) |  | (8,843)
Net assets |  |  | 8,535,007 |  | 5,479,680
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | 30 |  | 30
Capital redemption reserve | 21 |  | 4,970 |  | 4,970
Profit and loss account | 21 |  | 8,530,007 |  | 5,474,680
|  |  | 8,535,007 |  | 5,479,680
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
A Muir
Director
Date: 6 July 2026
The notes on pages 15 to 29 form part of these financial statements. Page 13
MISCO TECHNOLOGIES LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 30 | 4,970 | 6,006,296 | 6,011,296
Profit for the year | - | - | 2,528,371 | 2,528,371
Total comprehensive income for the year | - | - | 2,528,371 | 2,528,371
Contributions by and distributions to owners |  |  |  |
Dividends: Equity capital | - | - | (3,059,987) | (3,059,987)
Total transactions with owners | - | - | (3,059,987) | (3,059,987)
At 31 December 2024 | 30 | 4,970 | 5,474,680 | 5,479,680
Profit for the year | - | - | 6,925,050 | 6,925,050
Total comprehensive income for the year | - | - | 6,925,050 | 6,925,050
Contributions by and distributions to owners |  |  |  |
Dividends: Equity capital | - | - | (3,869,723) | (3,869,723)
Total transactions with owners | - | - | (3,869,723) | (3,869,723)
At 31 December 2025 | 30 | 4,970 | 8,530,007 | 8,535,007
| The notes on pages 15 to 29 form part of these financial statements.
Page 14
MISCO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Misco Technologies Limited is a private company limited by shares, registered in England and Wales, registered number 07105367. The registered office and principal place of business is Suite 3, Sapphire House, Crown Way, Rushden, NN10 6FB. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland". • the requirements of Section 7 Statement of Cash Flows; • the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d). This information is included in the consolidated financial statements of The Misco Group Limited as at 31 December 2025 and these financial statements may be obtained from Suite 3, Sapphire House, Crown Way, Rushden, NN10 6FB.
| 2.3 | Going concern
The financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet all its obligations as and when they fall due for the foreseeable future. The directors have considered relevant information, including the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment. Whilst the wider economic outlook is mixed, the Company is well placed in a sector where demand of IT products and services remains high. Having considered various potential downside scenarios the Board are confident that the Company has the ability to continue to trade as a going concern enterprise. At the year end, the Company had net current assets of c.£8.5m. The Company's day to day working capital requirements are further supported through access to an overdraft facility. Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and accounts. Page 15
MISCO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
| 2.6 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. Page 16
MISCO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.9 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.10 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence. Page 17
MISCO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Trademarks | - |  | 10 years
|  |  |  | Computer software | - |  | 3 - 5 years
| 2.12 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Fixtures and fittings | - | 33% | Straight line
|  |  |  | Office equipment | - | 33% | Straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.13 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased Page 18
MISCO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.14 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.15 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.16 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.17 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.18 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.19 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Page 19
MISCO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the application of the Company's accounting policies, which are described in note 2, management is required to make judgments, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The depreciation of fixed assets is an area of significant estimation and is based on the directors estimate of the useful economic life of the assets, after making due allowance for any residual value.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sales | 119,328,709 | 85,690,915
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 113,208,437 | 78,477,939
| Rest of Europe | 6,120,272 | 7,212,976
|  | 119,328,709 | 85,690,915
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amortisation | 8,544 | 16,471
| Exchange differences | 10,062 | 9,872
| Other operating lease rentals | 121,576 | 109,933
| Share-based payment | 10,069 | 15,643
| (Gain)/Loss on sale of tangible assets | - | (214,235)
Page 20
MISCO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 30,000 | 22,000
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 5,153,500 | 4,583,709
| Social security costs | 1,189,059 | 667,759
| Cost of defined contribution scheme | 199,181 | 124,178
|  | 6,541,740 | 5,375,646
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Employees | 89 | 83
|  | Directors | 7 | 6
|  |  | 96 | 89
Page 21
MISCO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 1,128,593 | 1,025,293
| Company contributions to defined contribution pension schemes | 99,309 | 30,000
|  | 1,227,902 | 1,055,293
| During the year retirement benefits were accruing to 7 directors (2024 - 6) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £598,688 (2024 - £361,312).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £20,000 (2024 - £20,000).
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 187,709 | 169,971
10. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 2,424,698 | 1,022,586
| Over provision for prior period | (12,535) | -
| Total current tax | 2,412,163 | 1,022,586
| Deferred tax |  |
| Origination and reversal of timing differences | (1,893) | 1,756
| Tax on profit | 2,410,270 | 1,024,342
Page 22
MISCO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 10.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 9,335,320 | 3,552,713
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 2,333,830 | 888,178
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 31,141 | 8,544
| Other timing differences leading to a (decrease) in taxation | (3,762) | (51,675)
| Book profit on chargeable assets | - | 23,437
| Over provision for prior period | (12,535) | -
| Other tax charge on exceptional items | 72,575 | 350,000
| Other differences leading to an (decrease) in the tax charge | - | (34,743)
| Group relief | (10,979) | (159,399)
| Total tax charge for the year | 2,410,270 | 1,024,342
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
11. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends | 3,869,723 | 3,059,987
Page 23
MISCO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Exceptional items
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Write-off of intercompany balance | 290,088 | 1,400,000
| Write-off of historic taxation provision | - | 1,334,458
|  | 290,088 | 2,734,458
| The Comet Electrical brand was sold in May 2025, resulting in a proportion of the intercompany debtor balance being irrecoverable. This was written off in 2024 when the Directors decided to sell the brand.
13. | Intangible assets
|  | Trademarks | Computer software | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2025 | 29,000 | 53,240 | 82,240
| Disposals | - | (30,038) | (30,038)
| At 31 December 2025 | 29,000 | 23,202 | 52,202
| Amortisation |  |  |
| At 1 January 2025 | 14,233 | 44,060 | 58,293
| Charge for the year | 2,900 | 5,644 | 8,544
| On disposals | - | (30,038) | (30,038)
| At 31 December 2025 | 17,133 | 19,666 | 36,799
| Net book value |  |  |
| At 31 December 2025 | 11,867 | 3,536 | 15,403
| At 31 December 2024 | 14,767 | 9,180 | 23,947
Page 24
MISCO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Tangible fixed assets
|  | Fixtures and fittings | Office equipment | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2025 | 29,228 | 36,329 | 65,557
| Additions | - | 1,643 | 1,643
| Disposals | (11,401) | (14,350) | (25,751)
| At 31 December 2025 | 17,827 | 23,622 | 41,449
| Depreciation |  |  |
| At 1 January 2025 | 20,178 | 25,575 | 45,753
| Charge for the year | 4,911 | 5,158 | 10,069
| Disposals | (11,401) | (14,350) | (25,751)
| At 31 December 2025 | 13,688 | 16,383 | 30,071
| Net book value |  |  |
| At 31 December 2025 | 4,139 | 7,239 | 11,378
| At 31 December 2024 | 9,050 | 10,754 | 19,804
Page 25
MISCO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Finished goods and goods for resale | 2,900,967 | 2,002,011
16. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 12,130,521 | 10,560,640
| Amounts owed by group undertakings | 596,695 | 749,540
| Other debtors | 30,268 | 39,758
| Prepayments and accrued income | 1,777,448 | 1,235,682
| Tax recoverable | 95,278 | 498,441
|  | 14,630,210 | 13,084,061
17. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 8,402,949 | 2,124,693
18. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 13,902,475 | 9,689,465
| Amounts owed to group undertakings | 847,582 | 628,594
| Other taxation and social security | 1,180,698 | 254,069
| Other creditors | 165,835 | 164,086
| Accruals and deferred income | 1,322,360 | 1,029,779
|  | 17,418,950 | 11,765,993
| The Company has an unused overdraft facility provided by HSBC Bank PLC, the facility is secured by a fixed and floating charge over all property and assets of the Company.
Page 26
MISCO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
19. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (8,843) | (7,087)
| Charged to profit or loss | 1,893 | (1,756)
| At end of year | (6,950) | (8,843)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | (6,950) | (8,843)
20. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 30 (2024 - 30) Ordinary shares of £1.00 each | 30 | 30
| The holders of the ordinary shares are entitled to receive a dividend as declared from time to time and are entitled to one vote per share at meetings of the Company. As the shares are all owned by one shareholder they have 100% control and thus all the voting rights.
21. | Reserves
Capital redemption reserve This is a non-distributable reserve and represents shares that have been issued and then subsequently redeemed. Profit and loss account Included all current and prior period retained profit and losses. Page 27
MISCO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
22. | Contingent liabilities
During the year the Company has entered into an unlimited multilateral guarantee with the other members of the Group headed up by The Misco Group Limited. PAYE Compliance Check On 11 July 2024, HMRC initiated a PAYE compliance check in relation to a partnership agreement between the Company and UKCG & Partners LLP, which operated between June 2021 and December 2022. Although the Company paid all taxes as they became due, there is a possibility that HMRC may seek to recalculate the taxes owed by treating the partner members of the LLP as employees during this period. As at the date of approval of these financial statements, HMRC has not identified any specific instance of non-compliance with tax legislation in relation to the arrangement. The Company obtained professional advice when establishing the LLP structure and continues to believe that the arrangement was implemented in accordance with applicable tax legislation. Should HMRC ultimately challenge the arrangement successfully, the Company estimates that the potential liability, including interest, would be approximately £766,000 as at 30 November 2025. This estimate assumes that the arrangement is fully reversed and that interest is charged at prevailing HMRC rates. No penalties have been included in the estimate. The matter remains subject to HMRC's review process and the timing of any resolution remains uncertain. Based on the information currently available and advice received, management does not consider that an outflow of economic benefits is probable. Accordingly, no provision has been recognised in these financial statements. No other events after the balance sheet date affect this disclosure.
23. | Pension commitments
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. Contributions totalling £Nil (2024 - £26,738) were payable to the fund at the balance sheet date.
24. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 292,557 | 170,228
| Later than 1 year and not later than 5 years | 826,810 | 624,626
|  | 1,119,367 | 794,854
Page 28
MISCO TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
25. | Related party transactions
| The Company has taken advantage of the provisions available under section 33.1A of FRS102 not to disclose transactions with wholly owned companies within the group.
26. | Controlling party
The Company's immediate and ultimate parent undertaking is The Misco Group Limited, a company incorporated in England and Wales. The Company is ultimately controlled by G Watson, by virtue of his shareholding in The Misco Group Limited.
Page 29