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

The financial results for the year are presented on pages 14 and 15. The Directors are pleased with the Group's operating performance during the year, with the business continuing to achieve volume growth in both domestic and international markets. Raw material prices remained broadly stable throughout the year, reflecting subdued global demand. Market trends continued to favour smaller pack sizes and just-in-time ordering, requiring the business to maintain operational flexibility. The Group maintained a strong focus on optimising its cost base across both operating sites. As a result, operating profit increased modestly to £6,508,230 from £6,044,547 in 2024. The net asset position at the end of the year was £26,959,078 (2024: £27,835,042).

The principal risks and uncertainties affecting the Group's two main operating businesses, Exol Lubricants (Rotherham) Limited and Exol Lubricants Limited, are managed on a consolidated basis alongside the other subsidiaries of Exol (Holdings) Limited. Throughout this report, these subsidiaries are collectively referred to as "the Group" or "the Exol Group".

Following the significant raw material price escalation experienced during 2022, the Group benefited from a period of relative market stability. However, during March 2026, geopolitical developments and escalating tensions in the Middle East created significant uncertainty within global raw material markets. The prolonged blockade of the Strait of Hormuz disrupted the movement of crude oil feedstocks and affected more than one-third of global Group III base oil supply. In addition, multiple Group III refineries within the region sustained damage, while the Shell Pearl GTL facility at Ras Laffan is expected to remain out of operation for an extended period following the cessation of hostilities.

Product availability and Pricing: The Group sources raw materials and finished goods globally through a well-established and strategically diversified supply base developed over many years. The disruption in the Middle East created unprecedented shortages of base oils and additives, with many suppliers introducing product allocations due to constrained availability. Through close collaboration with its strategic supply partners, the Group successfully secured sufficient raw materials to maintain continuity of supply to customers throughout the period. Nevertheless, the industry experienced exceptional increases in raw material costs, resulting in multiple supplier price increases and continued allocation of available volumes to historical purchasing levels.

Environmental risks: The Group places significant emphasis on environmental compliance and maintains certification to ISO 9001:2015 and ISO 14001:2015. The management systems are subject to continuous review and improvement, with ongoing development to ensure compliance with ISO 45001. The Group also engages specialist industry partners where appropriate, including in areas such as packaging waste compliance, to ensure adherence to all relevant environmental legislation and best practice.

Credit Risk: Experience during 2026, together with regular consultation with the Group's credit insurance providers and financial partners, indicates that trading conditions are likely to remain challenging, particularly in relation to cash collection. The Group maintains strong relationships with its customers and operates within clearly defined credit control procedures. Appropriate credit limits and payment terms are agreed with customers to mitigate the increased exposure arising from higher selling prices resulting from raw material inflation. In addition, the Group maintains credit insurance across a proportion of its customer base to further reduce exposure to bad debt risk.

Regulatory and Legislative Risk: The Group continually monitors changes in legislation and regulatory requirements to ensure ongoing compliance. This process is supported through active engagement with relevant industry organisations, including the UK Lubricants Association, together with advice from professional advisers and local business organisations where appropriate.

New Product, Project and Technology Risk: The Group has developed a comprehensive product portfolio through anticipating and responding to the evolving requirements of the lubricant industry. Whilst the introduction of new technologies and products inevitably carries commercial risk, the Group's close relationships with both customers and strategic supply partners continue to play a key role in successfully managing these risks and responding to the increasing complexity and proliferation of product specifications. Appropriate measures are being maintained to protect the Group's intellectual property and to minimise the risk of infringement.

Litigation: The Group is involved in litigation from time to time in the normal course of business. The outcome of legal proceedings is inherently uncertain and may prove more costly or time-consuming than anticipated. The Group seeks to minimise this risk by operating in accordance with robust governance and compliance procedures, and, where appropriate, maintains insurance cover for legal expenses.

Competitive risk: The markets in which the Group operate remain highly competitive. The diversity of the Group's operations, together with its flexible business model, reduces the potential impact of actions taken by individual competitors. The Directors believe these strengths position the Group well to respond to increasing competitive pressures, including the continued growth of lower-cost imported products.

Interest rate risk: Interest Rate Risk: Working capital continues to be closely managed across both operating businesses to minimise external financing requirements. Although interest rates have returned to more typical levels, higher inventory values and increased debtor balances, driven by elevated raw material prices, have increased the importance of effective working capital management. The Directors remain focused on maintaining efficient cash management to minimise borrowing requirements and associated financing costs.

Information Technology and Cyber Security Risk: The Group recognises that information technology and cyber security represent significant operational risks, reflecting the increasing sophistication and frequency of cyber threats affecting organisations of all sizes. A successful cyber attack could result in financial loss, reputational damage, regulatory consequences or disruption to business operations. To mitigate these risks, the Group maintains continuous 24-hour monitoring of its IT infrastructure to detect and respond rapidly to potential security incidents. Employees receive regular cyber security awareness training, including monthly guidance covering phishing, social engineering and other emerging threats, to reduce the risk of attacks resulting from human error. The Board and senior management continue to review and invest in the Group's cyber security framework to ensure that controls remain appropriate and proportionate to the evolving threat landscape.

Wednesbury Site: Following the acquisition in 2024 of the site and warehouse adjacent to the Group's All Saints Road facility, development work continued throughout 2025 and into 2026. The acquisition has provided direct access to the nearby A4038, improving site logistics whilst creating additional opportunities to expand both manufacturing capacity and warehouse facilities. During 2025, the Group increased its production capacity for bag-in-box products and intends to exploit this growing market during 2026.

Rotherham Site: Our investment programme to improve manufacturing efficiency, flexibility and sustainability will continue in 2026. A new automated blending vessel has been commissioned, with further blending capacity planned for 2027 to enhance production flexibility and support future growth. Investment was also made in upgrading the site's tank monitoring, steam distribution and boiler control systems, improving process reliability, operational efficiency and energy performance. These projects are expected to reduce water and energy consumption, lower carbon emissions and provide a platform for future expansion.

Sales: In May 2025, Exol was honoured to receive the King's Award for Enterprise in International Trade, recognising the Company's outstanding growth and success in overseas markets. This achievement reflects the Group's long-term strategic investment, commitment to product quality and focus on delivering exceptional customer service. The award has strengthened the Group's position in international markets, enabling it to pursue opportunities in territories where it had previously been unable to establish a significant presence. During 2026, the Group will continue to build on this momentum whilst further developing the long-standing partnerships that remain fundamental to its international growth strategy.

Environment: The Group remains committed to continuously improving its environmental performance. Opportunities to enhance environmental efficiency are regularly evaluated, with the objective of maintaining and exceeding the standards required by ISO 9001:2015 and ISO 14001:2015. The environmental management system also continues to be developed to ensure ongoing compliance with the requirements of ISO 45001.

Information Technology: During the year, the Group commenced preparations to migrate its core finance and operational systems from Microsoft Dynamics to Microsoft Business Central, with implementation planned for late 2026. The transition to a modern cloud-based platform will improve operational efficiency, enhance reporting capabilities and provide greater scalability to support the Group's future growth. The implementation programme is being carefully managed through comprehensive planning, testing and employee training to minimise disruption to business operations and ensure a successful transition.

The following KPI's are part of the tools used by management to monitor the business performance:

Employee turnover: We take great pride in the incredibly low level of employee turnover at both sites. We have achieved this through retaining a workforce that is motivated and feels valued. We will continue to invest in reward, recognition and development at all levels and aim to promote internal succession wherever possible.

Section 172(1) statement

The directors' overarching duty is to promote the success of the company for the benefit of its shareholders, with consideration of stakeholders' interests, as set out in section 172. The board regards a well governed business as essential for the successful delivery of its principal activity.

The directors are aware of their duty under section 172 to act in the way which they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and, in doing so, to have regard (amongst other matters) to:

a) the likely consequences of any decision in the long term;

b) the interests of the company's employees;

c) the need to foster the company's business relationships with suppliers, customers and others;

d) the impact of the company's operations on the community and the environment;

e) the desirability of the company maintaining a reputation for high standards of business conduct; and

f) the need to act fairly as between members of the company.

From the perspective of the board, the matters that it is responsible for under section 172 have been considered to an appropriate extent by the board in relation to this entity. The board has also considered relevant matters where appropriate.

The likely consequences of any decision in the long term:

All decisions taken by the board are done so with the long-term interests of the group at its very core. Issues and opportunities are discussed at quarterly board meetings and these are considered by the Directors often with key input from relevant senior managers. The strategic aim of the group has always been to develop a comprehensive range of products which has evolved through anticipating and exceeding the needs of the lubricant sector and decisions made within the organisation are reviewed to ensure they are consistent with this philosophy. In 2023 significant investment was made in the Rotherham manufacturing facility and in 2024 Exol Lubricants will purchase the adjacent site to its current premises. This was important not just in increasing the capacity and stockholding facilities at the plant, but also in eliminating an unnecessary source of waste by ensuring all process flows are as efficient as possible. Further Investment in our state-of-the-art laboratories will ensure that we are able to evolve within our environment and there have also been further additions to the fleet at both sites enabling the business to continue to meet and exceed the changing needs of our markets.

The interests of the company's employees:

The Group continually engages with its employees and ensures that board members and senior managers are noticeably visible at both sites. We believe that the open dialogue encouraged through this approach is responsible for the very low levels of staff turnover and understand that the continued success of the group owes everything to its employees. In addition to quarterly board meetings a regular management meeting takes place with Directors and senior managers which then dovetails into monthly employee briefings which take place at both sítes. A newsletter is produced periodically which keeps all stakeholders informed about the latest developments at both sites. Accident and absenteeism rates remained extremely low in 2024 despite the difficult particularly circumstances the business operated in. The directors will continue to take all necessary actions to ensure that a safe and healthy working environment is maintained for its employees and indeed all our stakeholders.

The need to foster the company's business relationships with suppliers, customers, and others:

The group maintains strong and healthy relationships with all stakeholders and most of these have been established over many years. Our supply chain has performed incredibly throughout the adversities of the past few years in helping to ensure our customers' needs were catered for. All group companies monitor raw material and finished goods sources on a global basis and negotiate with a dedicated strategic supply base to ensure the most competitively priced products are provided-for our customers.

The impact of the company's operations on the community and the environment:

All group companies work closely with their communities and are actively involved with local charities as well as being engaged with sporting sponsorship from grass routes through to professional level. The group places considerable emphasis upon environmental compliance and in this respect is fully compliant with all aspects of IS09001 & 14001.

The desirability of the company maintaining a reputation for high standards of business conduct and the need to act fairly as between members of the company:

The group insists that all representatives of the company conduct their business in an ethical and transparent way. We believe this is key to ensuring we maintain our position as the largest independent supplier of lubricants in the UK.

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 Group is the manufacture and distribution of high-quality lubricants, operating from three strategically located sites across the United Kingdom. Bulk storage facilities in Hull are connected via the inland waterway network to the Group's bulk blending and manufacturing facility in Rotherham, South Yorkshire, with finished products subsequently transferred to the packaging and distribution centre in Wednesbury, West Midlands.

This integrated operating model enables the Group to achieve significant economies of scale through the global sourcing of raw materials from a well-established network of strategically selected suppliers, whose performance and competitiveness are continually monitored. Products are blended to the latest industry specifications and are subject to rigorous quality control throughout the manufacturing process using advanced laboratory testing facilities at the Rotherham site.

The Group comprises three trading companies and two holding companies. Manufacturing activities are centred at the Rotherham facility, where products are blended before being transferred to Wednesbury for packaging, storage and distribution to customers throughout the UK and overseas.

The Group's head office is located in Wednesbury, West Midlands, providing excellent access to the UK's central motorway network and supporting efficient nationwide distribution. In addition to manufacturing, the Group offers a comprehensive range of packaging solutions tailored to individual customer requirements, adding further value to its products and services. Distribution is supported by a modern fleet of vehicles designed to meet the latest operational and environmental standards, enabling the Group to consistently deliver high levels of customer service and industry-leading lead times.

The results for the year are set out on page 14.

Ordinary dividends were paid amounting to £5,000,000. The directors do not recommend payment of a further 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 has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

The Company's financial assets and liabilities comprise cash at bank, trade and other receivables and trade and other payables, the main purpose of which is to maintain adequate finance for the Company's operations. The Company is exposed to a number of financial risks and actively mitigates the risk of the financial loss. the key aspects are:

Cash flow forecasts are prepared to ensure that sufficient funds are available to meet the Company's liabilities as and when they fall due;

The Company currently does not hedge interest rate risk, however the need to do so is regularly reviewed;

Where possible the Company matches its currency earnings with currency costs. Where this is not possible, appropriate derivative contracts may be used. There is no speculative use of financial instruments;

The main exposure to credit risk is on amounts due from customers. Controls and procedures are in place to mitigate this risk. Cash investments are held with banks with a minimum credit rating of A-3/P2;

bk plus Audit Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Exol (Holdings) Limited, being a large UK entity under the Companies Act 2006, meet the SECR criteria as set out in the Companies (Director's Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. This report includes energy and carbon information which relates to all group companies.

The SECR comparison below relates to the two main trading entities within the group, all other entities have no emissions.

This report has been compiled in line with the March 2019 BEIS 'Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance', and the EMA methodology for SECR Reporting. All measured emissions from activities from which the organisation has financial control over are included as required under The Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, unless otherwise stated in the exclusions statement. The carbon figures have been calculated using the UK Government GHG Conversion Factors for Company Reporting for all fuels. (https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-factors-2020).

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per 1000 litres produced, the recommended ratio for the sector.

Energy Efficiency Actions Ongoing and those undertaken through 2025/26:

• Following the success of the previous solar panel installation at Wednesbury which allowed us to generate over 200,000 kWh of energy we will further expand this capability with the development at the adjacent site which has been specially configured to incorporate solar panels and EV charging.

• All vehicles meet the latest fuel efficiency specifications and are fitted with audible warning systems, enhancing safety and meeting the requirements to deliver into Central London.

• Investment in 6 Bendi B420 battery electric multipurpose articulated forklift trucks during 2025.

• Continued utilization of the Exol Pride barge which uses the canal network to transport 400k litres from our tanks in Hull to the blending plant in Rotherham, removing 16 HGV’s from the roads.

• Investment in a new automated blending vessel at Rotherham along with improvements to the sites tank monitoring, steam distribution and boiler control systems will improve process reliability and energy performance.

• Improved lagging on the steam pipes at Rotherham and compressed air surveys at both sites to maximise efficiency and prevent leakage.

Information with respect to the business review, performance and principal risks are disclosed within the strategic review as opposed to the directors report in accordance with S414C(11).true

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 auditor of the company 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 auditor of the company is aware of that information.

Please refer to the future developments section of the strategic report.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, and of the profit or loss of the group 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;

• state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Exol (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2025 and of the group's 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 group and parent 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 group's and parent 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 group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company 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 group's and parent 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 group or parent 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.

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.

From the preliminary of the audit, we ensure our understanding of the entity is up to date. This includes, but is not limited to, current knowledge of their activities, the business and control environments, and their compliance with the applicable legal and regulatory frameworks. This information supports our risk identification and the subsequent design of audit procedures to mitigate those risks; ensuring the that the audit evidence obtained is sufficient and appropriate to support our opinion.

In response to the risks identified, specific to this entity, we designed procedures which included, but were not limited to:

• Enquiry of management and those charged with governance around actual and potential litigation and claims;

• Reviewing minutes of meetings of those charged with governance, if available;

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

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

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.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

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

The notes on pages 21 to 39 form part of these financial statements.

The notes on pages 21 to 39 form part of these financial statements.

The notes on pages 21 to 39 form part of these financial statements.

The notes on pages 21 to 39 form part of these financial statements.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £5,000,000 (2024 - £4,806,801 profit).

The notes on pages 21 to 39 form part of these financial statements.

The notes on pages 21 to 39 form part of these financial statements.

The notes on pages 21 to 39 form part of these financial statements.

Exol (Holdings) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is All Saints Road, Darlaston, Wednesbury, West Midlands, England, WS10 9LL

The group consists of Exol (Holdings) Limited and all of its subsidiaries.

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, modified to include the revaluation of freehold land and properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Exol (Holdings) Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue comprises sales of goods 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 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.

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.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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:

Freehold land is not depreciated.

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 recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. 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 group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group 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 group reviews the carrying amounts of its tangible and intangible 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. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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 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.

The cost of inventories is based on the standard cost method. Standard costs are regularly reviewed and, if necessary, revised to reflect current conditions.

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 group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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 group 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 group 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.

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

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group 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 group.

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 profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’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 profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is 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.

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

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

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

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.

Dividends

Dividends relating to ordinary shares are recognised as a liability in the financial statements in the period in which they are declared by the company. In the case of interim dividends, these are considered to be declared when they are paid. Dividends are recognised in the Statement of Changes in Equity as an appropriation of profit.

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

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

There are no specific critical judgements or estimates to recognise.

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

Their aggregate remuneration comprised:

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:

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

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

John Brindle Oil & Chemical Limited, a wholly owned indirect subsidiary, was dissolved on 14 January 2025.

Exol Petroleum Limited was entitled to exemption from audit under section 477 of the Companies Act 2006 for the year ended 31 December 2025 as a small company. The members of the company have not exercised their right under section 476 of the Companies Act 2006 to require an audit of the financial statements for that year.

At the balance sheet date the company had entered into contracts to purchase US Dollars and Euros in order to settle group purchases made in these currencies as follows:

The fair value of these derivatives is not material to the financial statements at the year end, nor was it material in prior years. The fair value will continue to be assessed on an annual basis.

Company - Amounts owed to group undertakings is secured, interest free and payable on demand.

Group - Within other creditors are amounts owed to a related party of £4,990 (2024: £Nil).

Finance lease payments represent rentals payable by the company for certain tangible fixed assets. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is between 1 and 4 years (2024: 1 and 5 years). All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

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

The net deferred tax liability expected to reverse in 2026 and going forward is £1,428,245. This primarily relates to the reversal of timing differences on capital allowances.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The retained earnings represent cumulative profits and losses net of dividends.

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

Group - Amounts due to United Kingdom Lubricants Association Ltd at the year end amounted to £4,990 (2024: £Nil), a company in which one of the directors also serves as a director.

The ultimate controlling party was Darren Barber Frogson by virtue of his shareholding in Exol (Holdings) Limited.

The largest and smallest group in which results of the company are consolidated is that headed by the parent company, Exol (Holdings) Limited, a company incorporated in England and Wales.