REGISTERED NUMBER: 03986255 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2025

FOR

MTEC WAREHOUSING LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

D R Williams

S.R.P.K. Carpenter

D G Page

J W Branch

E H T Naish

K Shaw

D Williams

REGISTERED OFFICE:

Manufactory House

Bell Lane

Hertford

Hertfordshire

SG14 1BP

REGISTERED NUMBER:

03986255 (England and Wales)

AUDITORS:

Cook & Partners Limited

Statutory Auditor

Manufactory House

Bell Lane

Hertford

Hertfordshire

SG14 1BP

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

The Company has seen a steady growth in sales throughout the year despite a competitive market generally. The art market continues to experience difficult conditions due to the Geopolitical climate, art collectors have become risk adverse in their spending choices due to the continuing unstable political situation in Russia and Ukraine as well as the Middle East which is gaining momentum.

Mtec has seen an increase in the size of projects in 2025 as opposed to 2024 where projects were markedly smaller in nature.

As per the previous report the Mtec Board continue to concentrate on increasing volumes of storage whilst reducing overall costs throughout the business generally.

The program of investment of circa £500,000 initiated in late 2023 and completed in January 2025 with a planned additional extension to the mezzanine floor in our Royston warehouse has seen a marked reduction in overheads and an increase in sales attributed to this site. An addition of a semi-permanent storage structure is planned for construction in the Yard area of the Royston warehouse and new roof for 2026 subject to planning, will increase capacity and further reduce overheads for the site and in turn increase profits across the board.

The company is working to consolidate its activities in the storage and installation of artworks driving sales and reducing overheads.

PRINCIPAL RISKS AND UNCERTAINTIES

There will be further expenditure from year end 2025-2026 with investment in warehousing and a semi-permanent structure in Royston with additional racking.

The Board has continued its investment in Mtec Belgium and has added a conversation department based within its facility in Kruibeke to undertake the restoration of artworks.

The company has focussed towards securing additional long-term contracts for Public Art installations, restoration

and high value storage.

ON BEHALF OF THE BOARD:

D R Williams - Director

27th July 2026

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

DIVIDENDS

No dividends will be distributed for the year ended 31st December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st January 2025 to the date of this report.

D R Williams

S.R.P.K. Carpenter

D G Page

J W Branch

E H T Naish

K Shaw

D Williams

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Cook & Partners Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

D R Williams - Director

27th July 2026

Opinion

We have audited the financial statements of MTEC Warehousing Limited (the 'company') for the year ended 31st December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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 31st 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

Explanation as to what extent the audit was considered capable of detecting irregularities, including Fraud

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:

Auditors approach to assessing the risks of material misstatement due to irregularities, including fraud

Our approach was as follows:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity. The following laws and regulations are considered to be significant to the entity:

> Financial reporting Standard 102

> Companies Act 2006

> UK General Data Protection Regulation

We assessed the risks of material misstatement in respect of fraud as follows:

> Discussed the risk of material misstatement due to irregularities, including fraud with management and those charged with governance at the planning stage to confirm that risks had been adequately identified and that the controls in place are sufficient for the size and nature of the business to reduce those risks to an acceptably low level.

> Undertook an initial analytical review of the financial statements to identify any potentially unusual or unexpected relationships or high risk audit areas.

> Completed a risk assessment checklist to aid in the identification of Risks for a company of this size and nature.

> We considered the risk of fraud through management override of controls, a common risk in a company of this size and nature, in response; we incorporated testing of manual journal entries into our audit approach and undertook a purely substantive approach to the audit with no reliance placed on controls.

> Accounting policies were reviewed at the planning stage to identify any subjective measurements or complex transactions where management would have the potential to show bias.

> We ensured that all in the audit team are aware of the risks identified and particular areas that were susceptible to misstatement during the audit planning meeting.

> Throughout the audit additional substantive testing was undertaken in areas where there was perceived to be a medium or high risk of misstatement.

> Audit testing was undertaken in a manner that was unpredictable in nature, selection and timing when compared to previous years work.

> The engagement Partners final review of the audit file and financial statements included a detailed review of all areas of medium or high risk identified at the planning stage of the audit.

Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with such laws and regulations identified above:

> Financial reporting Standard 102, Companies Act 2006 and UK General Data Protection Regulations. The audit team all have a good understanding of the requirements under these laws and regulations common to most trading businesses and were alert throughout the audit to any potential instances of non-compliance.

> Further, at both the planning and completion stage of the audit enquiries where made of management/those charged with governance/legal counsel/other group auditors regarding any known instances of fraud or non-compliance with laws and regulations

> These representations were corroborated where possible through the review of board minutes/correspondence with HMRC and companies house and correspondence with other regulatory bodies. No contradictory evidence was noted.

We consider that the work detailed above has ensured that the likelihood of detection of irregularities including fraud is considered to be high both at management level and during our audit approach. It is however worth noting that there is an inherent difficulty in detecting irregularities and there is no guarantee that all irregularities have been identified.

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

Use of our report

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

Jeff Oliver (Senior Statutory Auditor)

for and on behalf of Cook & Partners Limited

Statutory Auditor

Manufactory House

Bell Lane

Hertford

Hertfordshire

SG14 1BP

27th July 2026

TURNOVER

13,534,828

13,865,017

Cost of sales

7,562,826

7,783,393

GROSS PROFIT

5,972,002

6,081,624

Administrative expenses

5,695,076

5,824,893

276,926

256,731

Other operating income

(21,321

)

(3,727

)

OPERATING PROFIT

4

255,605

253,004

Interest receivable and similar income

872

3,130

256,477

256,134

Interest payable and similar expenses

5

154,425

140,809

PROFIT BEFORE TAXATION

102,052

115,325

Tax on profit

6

40,656

78,275

PROFIT FOR THE FINANCIAL YEAR

61,396

37,050

PROFIT FOR THE YEAR

61,396

37,050

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

61,396

37,050

FIXED ASSETS

Intangible assets

8

57,092

71,365

Tangible assets

9

956,976

1,195,896

1,014,068

1,267,261

CURRENT ASSETS

Stocks

10

70,778

53,547

Debtors

11

3,967,725

3,759,896

Cash at bank and in hand

250,215

318,027

4,288,718

4,131,470

CREDITORS

Amounts falling due within one year

12

2,926,437

3,006,103

NET CURRENT ASSETS

1,362,281

1,125,367

TOTAL ASSETS LESS CURRENT LIABILITIES

2,376,349

2,392,628

CREDITORS

Amounts falling due after more than one year

13

(452,703

)

(547,892

)

PROVISIONS FOR LIABILITIES

17

(225,723

)

(208,209

)

NET ASSETS

1,697,923

1,636,527

CAPITAL AND RESERVES

Called up share capital

18

100

100

Retained earnings

19

1,697,823

1,636,427

SHAREHOLDERS' FUNDS

1,697,923

1,636,527

The financial statements were approved by the Board of Directors and authorised for issue on 27th July 2026 and were signed on its behalf by:

D R Williams - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2024

100

1,599,377

1,599,477

Changes in equity

Total comprehensive income

-

37,050

37,050

Balance at 31st December 2024

100

1,636,427

1,636,527

Changes in equity

Total comprehensive income

-

61,396

61,396

Balance at 31st December 2025

100

1,697,823

1,697,923

Cash flows from operating activities

Cash generated from operations

1

(362,896

)

681,923

Interest paid

(102,439

)

(87,250

)

Interest element of hire purchase payments paid

(51,986

)

(53,559

)

Net cash from operating activities

(517,321

)

541,114

Cash flows from investing activities

Purchase of intangible fixed assets

-

(8,735

)

Purchase of tangible fixed assets

(97,191

)

(304,690

)

Sale of tangible fixed assets

47,374

13,650

Interest received

872

3,130

Net cash from investing activities

(48,945

)

(296,645

)

Cash flows from financing activities

New HP agreements in year

74,700

277,020

New loan agreements

200,000

-

Capital repayments in year

(372,429

)

(418,165

)

Amount introduced by directors

1,692,000

1,314,000

Amount withdrawn by directors

(1,095,817

)

(1,562,971

)

Net cash from financing activities

498,454

(390,116

)

Decrease in cash and cash equivalents

(67,812

)

(145,647

)

Cash and cash equivalents at beginning of year

2

318,027

463,674

Cash and cash equivalents at end of year

2

250,215

318,027

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

102,052

115,325

Depreciation charges

333,278

398,643

(Profit)/loss on disposal of fixed assets

(30,267

)

11,705

Finance costs

154,425

140,809

Finance income

(872

)

(3,130

)

558,616

663,352

(Increase)/decrease in stocks

(17,231

)

8,503

Increase in trade and other debtors

(804,012

)

(431,650

)

(Decrease)/increase in trade and other creditors

(100,269

)

441,718

Cash generated from operations

(362,896

)

681,923

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

250,215

318,027

Year ended 31st December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

318,027

463,674

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

318,027

(67,812

)

250,215

318,027

(67,812

)

250,215

Debt

Finance leases

(892,647

)

289,463

(603,184

)

Debts falling due within 1 year

-

(34,786

)

(34,786

)

Debts falling due after 1 year

-

(156,949

)

(156,949

)

(892,647

)

97,728

(794,919

)

Total

(574,620

)

29,916

(544,704

)

1.	STATUTORY INFORMATION

MTEC Warehousing Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Accounting convention

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going Concern Justification

The directors have assessed various factors and risks affecting the company and its ability in these difficult economic times to continue to trade as a going concern. The directors have not identified any material uncertainties or risks related to events or conditions that could affect the carrying values of the company's assets and liabilities as at the balance sheet date. Therefore the financial statements for the year ended 31 December 2025 have been prepared using the going concern basis of accounting.

Revenue

Revenue - Described as turnover - is the value of goods (net of VAT) provided to customers during the year, plus the value of work (net of VAT) performed during the year with respect to services.

Revenue is recognised on the sale of goods when the goods are delivered and title has passed. Revenue is recognised on the provision of services once completed.

Intangible assets

There is no amortisation charge in the accounting period ended 31 December 2024 (2023: £nil) as the asset is in development and not yet in use. Amortisation will start once the assets have been brought into use.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery

-

25% on reducing balance

Fixtures and fittings

-

25% on reducing balance

Motor vehicles

-

25% on reducing balance

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Where assets are financed by leasing agreements that give rights approximately to ownership ("finance leases") the assets are treated as if they had been purchased outright. The amount capitalised is the fair value of the asset concerned. The corresponding liability to the leasing company is included as an obligation under finance leases. Depreciation of leased assets is charged to the profit and loss account over the short of the lease terms and their useful lives. Leasing payments are treated as consisting of capital and interest elements, and interest is charged to the profit and loss account on a straight line basis which is considered to be a reasonable approximation to a constant rate of charge on the outstanding balance.

All other leases are treated as "operating leases" and the relevant annual rentals are charged to the profit and loss account on a straight line basis over the lease term; unless they relate to vacant leasehold properties in which case provision is made on a discounted basis for the net obligation under the lease. The unwinding of the discount is disclosed within interest payable and similar charges.

Pension costs

The company operates a defined contribution scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension costs charge represents contributions payable for the period by the company to the fund.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

3,250,528

3,747,190

Social security costs

413,852

419,704

Other pension costs

107,813

171,577

3,772,193

4,338,471

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

2025

2024

Average number of employees

74

83

2025

2024

£

£

Directors' remuneration

290,800

283,397

Directors' pension contributions to money purchase schemes

43,109

99,995

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

100,735

91,442

Pension contributions to money purchase schemes

1,321

1,321

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2025

2024

£

£

Hire of plant and machinery

420,575

342,143

Depreciation - owned assets

64,473

79,315

Depreciation - assets on hire purchase contracts

254,531

319,329

(Profit)/loss on disposal of fixed assets

(30,267

)

11,705

Computer software amortisation

14,273

-

Foreign exchange differences

21,321

3,727

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank loan interest

3,740

-

Bank charges

15,436

14,802

Invoice discounting charges and interest

64,820

72,049

Interest on taxation

18,443

399

Hire purchase

51,986

53,559

154,425

140,809

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

23,142

-

Deferred tax

17,514

78,275

Tax on profit

40,656

78,275

UK corporation tax was charged at 25%) in 2024.

Reconciliation of total tax charge included in profit and loss

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

2025

2024

£

£

Profit before tax

102,052

115,325

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

25,513

28,831

Effects of:

Expenses not deductible for tax purposes

8,564

-

Depreciation in excess of capital allowances

6,579

8,412

Change in tax rate

-

41,032

Total tax charge

40,656

78,275

7.	REMUNERATION TRUST

The Company made a contribution in the accounting period to a Remuneration Trust in the amount of £1,880,000 (2024: £1,460,000).

The terms of the trust are set out in a trust deed executed by the company and the original trustees

8.	INTANGIBLE FIXED ASSETS

Computer

software

£

COST

At 1st January 2025

and 31st December 2025

71,365

AMORTISATION

Amortisation for year

14,273

At 31st December 2025

14,273

NET BOOK VALUE

At 31st December 2025

57,092

At 31st December 2024

71,365