Company registration number SC730235 (Scotland)
THISTLE T&BS HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
THISTLE T&BS HOLDINGS LIMITED
COMPANY INFORMATION
Director
D J Allen
Company number
SC730235
Registered office
1 George Square
Castle Brae
Dunfermline
United Kingdom
KY11 8QF
Auditor
Azets Audit Services
Quay 2
139 Fountainbridge
Edinburgh
EH3 9QG
Bankers
The Royal Bank of Scotland
Biggar Branch
104 High Street
Biggar
Lanarkshire
United Kingdom
ML12 6DH
Solicitors
Young & Partners
1 George Square
Castle Brae
Dunfermline
Inverkeithing
Fife
United Kingdom
KY11 8QF
THISTLE T&BS HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Director's report
2 - 3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group balance sheet
8 - 9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Company statement of cash flows
14
Notes to the financial statements
15 - 28
THISTLE T&BS HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The director presents the strategic report for the year ended 31 December 2025.

Review of the business

The principal activity of the Group during the year was that of a timber and building materials’ merchant.

The year ended 31 December 2025 represented a period of continued adjustment for the UK construction supply chain, with activity levels influenced by macroeconomic pressures, including interest rate volatility, inflationary pressures, and subdued housing market activity. Despite these conditions, the Group demonstrated resilience through disciplined cost management, strong supplier relationships and a continued focus on customer service.

Turnover for the year was £18,553,856 (2024: £17,485,670), with an increase of 6% mainly due to our new depot now being open for a full year. Gross margin remained broadly stable, reflecting ongoing pricing competition and input cost volatility across timber and imported materials. Operating profit for the year was £975,436 (2024: £911,702), reflecting key drivers such as volume changes, slight increase in margin and good cost control measures.

The management team continue to work closely with branches to improve service and performance levels both helping to assist towards growth in sales and operating profits.

Overall, the Director considers the Group’s performance to be in line with expectations given the prevailing market conditions.

Principal risks and uncertainties

Credit risk - Exposure to customer defaults remains a risk, particularly during periods of economic uncertainty. This is managed through credit checks, limits, and ongoing monitoring.

Market r isk - Demand is closely linked to construction activity, particularly hous e building and repair/maintenance work. A sustained downturn in these sectors may adversely impact revenue.

Financial risk - Risks to bank balances have been reviewed and are spread over separate banking institutions to minimise this risk factor.

Cost inflation risk - The Group is exposed to cost pressures including wages, transport, fuel and energy. These are managed through ongoing efficiency measures and pricing adjustments where recoverable.

Pricing and Margin Risk - Timber and building materials prices can be volatile due to global supply conditions, foreign exchange movements, and energy costs. The Group mitigates this through active supplier management and pricing adjustments and careful management of stock levels.

Future developments

Looking ahead to 2026, the outlook for the construction sector remains uncertain, with cautious expectations for recovery in housing activity assuming that interest rates stabilise. The Group is well positioned to navigate these conditions through its established customer base, supplier network, disciplined cost management and strong balance sheet.

On behalf of the board

D J Allen
Director
30 June 2026
THISTLE T&BS HOLDINGS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

The director presents his annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company and the group is that of timber and building materials merchants.

Results and dividends

The results for the year are set out on page 7.

Ordinary dividends were paid amounting to £1,000. The director does not recommend payment of a further dividend.

Director

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

D J Allen
Statement of director's responsibilities

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;

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

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

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

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

Strategic report

The true group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the fair review of business, events after the balance sheet date and an assessment of the business risks that affect the group.

Statement of disclosure to auditor

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.

Medium-sized companies exemption

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

THISTLE T&BS HOLDINGS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
On behalf of the board
D J Allen
Director
30 June 2026
THISTLE T&BS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THISTLE T&BS HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of Thistle T&BS Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise 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, the company 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 director's 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 director 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 director is 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:

- T he information given in the strategic report and the director's r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the director's report have been prepared in accordance with applicable legal requirements.

THISTLE T&BS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THISTLE T&BS HOLDINGS LIMITED
- 5 -
Matters on which we are required to report by exception

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 identifie d material misstatements in the strategic report or the director's r eport.

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.

Responsibilities of director

As explained more fully in the director's r esponsibilities s tatement, the director is 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 director determines 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 director is responsible for assessing the 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 director either intends to liquidate the parent company or to cease operations, or has 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.

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.

THISTLE T&BS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THISTLE T&BS HOLDINGS LIMITED
- 6 -

Extent to which 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;

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

- Performing audit work over the risk of management bias and 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 indicators of potential bias.

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

Paul Hutchison BSc ACA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
Quay 2
139 Fountainbridge
Edinburgh
EH3 9QG
30 June 2026
THISTLE T&BS HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
2025
2024
Notes
£
£
Turnover
3
18,553,856
17,485,670
Cost of sales
(12,703,567)
(12,150,631)
Gross profit
5,850,289
5,335,039
Administrative expenses
(4,874,853)
(4,423,337)
Operating profit
4
975,436
911,702
Interest receivable and similar income
7
136,237
139,071
Interest payable and similar expenses
8
(15,775)
(27,468)
Profit before taxation
1,095,898
1,023,305
Tax on profit
9
(292,145)
(258,327)
Profit for the financial year
803,753
764,978
Profit for the financial year is attributable to:
- Owners of the parent company
615,041
587,658
- Non-controlling interests
188,712
177,320
803,753
764,978
Total comprehensive income for the year is attributable to:
- Owners of the parent company
615,041
587,658
- Non-controlling interests
188,712
177,320
803,753
764,978

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

THISTLE T&BS HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 8 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
11
3,999,938
4,129,345
Investments
12
2,778
2,778
4,002,716
4,132,123
Current assets
Stocks
14
1,546,495
1,579,658
Debtors
15
1,212,261
1,506,548
Investments
16
1,520,586
1,490,668
Cash at bank and in hand
4,114,584
2,933,278
8,393,926
7,510,152
Creditors: amounts falling due within one year
17
(1,587,164)
(1,736,849)
Net current assets
6,806,762
5,773,303
Total assets less current liabilities
10,809,478
9,905,426
Creditors: amounts falling due after more than one year
18
(141,409)
-
Provisions for liabilities
Deferred tax liability
20
286,232
324,842
(286,232)
(324,842)
Net assets
10,381,837
9,580,584
Capital and reserves
Called up share capital
22
51
51
Other reserves
7,442,926
7,442,926
Profit and loss reserves
2,394,358
1,780,317
Equity attributable to owners of the parent company
9,837,335
9,223,294
Non-controlling interests
544,502
357,290
Total equity
10,381,837
9,580,584
THISTLE T&BS HOLDINGS LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
31 December 2025
- 9 -

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved and signed by the director and authorised for issue on 30 June 2026
30 June 2026
D J Allen
Director
Company registration number SC730235 (Scotland)
THISTLE T&BS HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
11
1,554,288
1,586,518
Investments
12
7,442,977
7,442,977
8,997,265
9,029,495
Current assets
Investments
16
464,667
448,861
Cash at bank and in hand
1
46
464,668
448,907
Creditors: amounts falling due within one year
17
(6,823)
(6,823)
Net current assets
457,845
442,084
Total assets less current liabilities
9,455,110
9,471,579
Provisions for liabilities
Deferred tax liability
20
11,172
7,324
(11,172)
(7,324)
Net assets
9,443,938
9,464,255
Capital and reserves
Called up share capital
22
51
51
Other reserves
7,442,926
7,442,926
Profit and loss reserves
2,000,961
2,021,278
Total equity
9,443,938
9,464,255

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £19,317 (2024 - £4,346 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved and signed by the director and authorised for issue on 30 June 2026
30 June 2026
D J Allen
Director
Company registration number SC730235 (Scotland)
THISTLE T&BS HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Other reserves
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2024
51
7,442,926
1,197,659
8,640,636
179,970
8,820,606
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
587,658
587,658
177,320
764,978
Dividends
10
-
-
(5,000)
(5,000)
-
(5,000)
Balance at 31 December 2024
51
7,442,926
1,780,317
9,223,294
357,290
9,580,584
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
615,041
615,041
188,712
803,753
Dividends
10
-
-
(1,000)
(1,000)
(1,500)
(2,500)
Balance at 31 December 2025
51
7,442,926
2,394,358
9,837,335
544,502
10,381,837
THISTLE T&BS HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
51
7,442,926
2,030,624
9,473,601
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
(4,346)
(4,346)
Dividends
10
-
-
(5,000)
(5,000)
Balance at 31 December 2024
51
7,442,926
2,021,278
9,464,255
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
(19,317)
(19,317)
Dividends
10
-
-
(1,000)
(1,000)
Balance at 31 December 2025
51
7,442,926
2,000,961
9,443,938
THISTLE T&BS HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
25
1,570,105
1,254,527
Interest paid
(15,775)
(27,468)
Income taxes paid
(173,678)
(54,525)
Net cash inflow from operating activities
1,380,652
1,172,534
Investing activities
Purchase of tangible fixed assets
(282,776)
(1,367,541)
Proceeds from disposal of tangible fixed assets
123,000
-
Purchase of investments
(29,918)
(64,039)
Interest received
136,237
139,071
Net cash used in investing activities
(53,457)
(1,292,509)
Financing activities
Payment of finance leases obligations
(143,389)
(91,801)
Dividends paid to equity shareholders
(1,000)
(5,000)
Dividends paid to non-controlling interests
(1,500)
-
0
Net cash used in financing activities
(145,889)
(96,801)
Net increase/(decrease) in cash and cash equivalents
1,181,306
(216,776)
Cash and cash equivalents at beginning of year
2,933,278
3,150,054
Cash and cash equivalents at end of year
4,114,584
2,933,278
THISTLE T&BS HOLDINGS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
-
0
6,823
Income taxes paid
-
0
(6,823)
Net cash inflow from operating activities
-
-
Investing activities
Purchase of investments
(15,806)
(22,232)
Interest received
15,761
20,375
Dividends received
1,000
5,000
Net cash generated from investing activities
955
3,143
Financing activities
Dividends paid to equity shareholders
(1,000)
(5,000)
Net cash used in financing activities
(1,000)
(5,000)
Net decrease in cash and cash equivalents
(45)
(1,857)
Cash and cash equivalents at beginning of year
46
1,903
Cash and cash equivalents at end of year
1
46
THISTLE T&BS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
1
Accounting policies
Company information

Thistle T&BS Holdings Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is 1 George Square, Castle Brae, Dunfermline, Inverkeithing, Fife, United Kingdom, KY11 8QF.

The group consists of Thistle T&BS Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

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 a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, t he 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.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Thistle T&BS 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 g roup.

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.

1.4
Going concern

The director has considered a period of at least twelve months from the date on which these financial statements have been signed and having considered all information available, believe it appropriate to prepare the financial statements on a going concern basis.

The director is satisfied that the group has adequate resources to continue to operate for the foreseeable future.

1.5
Turnover

Turnover represents amounts receivable for goods net of VAT and trade discounts.

Revenue from the sale of goods is recognised either upon delivery to the customer or upon collection by a customer at a depot.

THISTLE T&BS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.6
Tangible fixed assets

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 and buildings
2% straight line
Leasehold improvements
2% - 10% straight line
Plant and machinery
25% reducing balance
Fixtures, fittings & equipment
25% reducing balance and 25% straight line
Motor vehicles
25% reducing balance

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.

1.7
Fixed asset investments

I n the parent company financial statements, investments in subsidiar y undertakings are measured at cost less accumulated impairment losses.

Subsidiary undertakings acquired via a share for share exchange are initially measured at the fair value of net assets acquired in line with the provisions of the Companies Act Sec 612.

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.

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

1.9
Stocks

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.

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.

1.10

Current asset investments

Current asset investments are basic financial assets and include short-term liquid investments with original maturities between six months and one year.

1.11
Cash and cash equivalents

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.

THISTLE T&BS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.12
Financial instruments

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.

Basic financial assets

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 m ethod 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.

Impairment of financial assets

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.

Derecognition of financial assets

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.

Classification of financial liabilities

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

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 paymen ts 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.

Derecognition of financial liabilities

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

THISTLE T&BS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.13
Equity instruments

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.

1.14
Taxation

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

Current 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

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.

1.15
Employee benefits

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.

1.16
Retirement benefits

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

1.17
Leases

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.

THISTLE T&BS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -

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 lease d asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is 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.

The director considers that there are no estimates or assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets or liabilities.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Timber and building supplies
18,553,856
17,485,670
2025
2024
£
£
Turnover analysed by geographical market
UK
18,553,856
17,485,670
2025
2024
£
£
Other revenue
Interest income
136,237
139,071
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
445,454
361,356
Depreciation of tangible fixed assets held under finance leases
33,936
85,793
Profit on disposal of tangible fixed assets
(7,113)
-
Operating lease charges
224,366
207,034
THISTLE T&BS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
4,750
4,600
Audit of the financial statements of the company's subsidiaries
19,250
18,400
24,000
23,000
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
59
60
1
1

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
2,377,515
2,344,648
-
0
-
0
Social security costs
298,752
265,809
-
-
Pension costs
259,977
56,671
-
0
-
0
2,936,244
2,667,128
-
0
-
0
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
125,286
139,071
Other interest income
10,951
-
Total income
136,237
139,071
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
125,286
139,071
THISTLE T&BS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
8
Interest payable and similar expenses
2025
2024
£
£
Other finance costs:
Interest on finance leases and hire purchase contracts
15,775
27,255
Other interest
-
213
Total finance costs
15,775
27,468
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
330,755
173,138
Adjustments in respect of prior periods
-
0
(2,595)
Total current tax
330,755
170,543
Deferred tax
Origination and reversal of timing differences
(38,610)
87,784
Total tax charge
292,145
258,327

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:

2025
2024
£
£
Profit before taxation
1,095,898
1,023,305
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
273,975
255,826
Tax effect of expenses that are not deductible in determining taxable profit
15,644
9,782
Depreciation on assets not qualifying for tax allowances
243
248
Other permanent differences
2,283
3,748
Under/(over) provided in prior years
-
0
(2,595)
Deferred tax adjustments in respect of prior years
-
0
1,662
Land remediation increased deduction - trade
-
0
(10,344)
Taxation charge
292,145
258,327
THISTLE T&BS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
10
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Interim paid
1,000
5,000
11
Tangible fixed assets
Group
Freehold land and buildings
Leasehold improvements
Plant and machinery
Fixtures, fittings & equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 January 2025
1,611,510
1,778,124
517,979
269,547
1,731,415
5,908,575
Additions
-
0
48,000
31,000
6,156
380,714
465,870
Disposals
-
0
-
0
-
0
(11,544)
(217,000)
(228,544)
At 31 December 2025
1,611,510
1,826,124
548,979
264,159
1,895,129
6,145,901
Depreciation and impairment
At 1 January 2025
24,992
548,166
317,046
181,788
707,238
1,779,230
Depreciation charged in the year
32,230
83,988
53,110
24,807
285,255
479,390
Eliminated in respect of disposals
-
0
-
0
-
0
(11,544)
(101,113)
(112,657)
At 31 December 2025
57,222
632,154
370,156
195,051
891,380
2,145,963
Carrying amount
At 31 December 2025
1,554,288
1,193,970
178,823
69,108
1,003,749
3,999,938
At 31 December 2024
1,586,518
1,229,958
200,933
87,759
1,024,177
4,129,345
Company
Freehold land and buildings
£
Cost
At 1 January 2025 and 31 December 2025
1,611,510
Depreciation and impairment
At 1 January 2025
24,992
Depreciation charged in the year
32,230
At 31 December 2025
57,222
Carrying amount
At 31 December 2025
1,554,288
At 31 December 2024
1,586,518
THISTLE T&BS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
Tangible fixed assets
(Continued)
- 23 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2025
2024
2025
2024
£
£
£
£
Motor vehicles
199,248
131,207
-
0
-
0
12
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
7,442,977
7,442,977
Unlisted investments
2,778
2,778
-
0
-
0
2,778
2,778
7,442,977
7,442,977
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 January 2025 and 31 December 2025
2,778
Carrying amount
At 31 December 2025
2,778
At 31 December 2024
2,778
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 and 31 December 2025
7,442,977
Carrying amount
At 31 December 2025
7,442,977
At 31 December 2024
7,442,977
THISTLE T&BS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
13
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Thistle Timber and Building Supplies Ltd
Scotland
Ordinary
77.00
14
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Raw materials and consumables
1,546,495
1,579,658
-
-
15
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,033,562
1,347,435
-
0
-
0
Other debtors
15,015
15,015
-
0
-
0
Prepayments and accrued income
163,684
144,098
-
0
-
0
1,212,261
1,506,548
-
-

Debtors include an amount of £15,000 (2024: £15,000) which is due after more than one year.

16
Current asset investments
Group
Company
2025
2024
2025
2024
£
£
£
£
Unlisted investments
1,520,586
1,490,668
464,667
448,861
THISTLE T&BS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
19
23,495
125,199
-
0
-
0
Trade creditors
527,132
684,040
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
6,823
6,823
Corporation tax payable
330,215
173,138
-
0
-
0
Other taxation and social security
324,819
373,008
-
0
-
0
Other creditors
21,269
18,018
-
0
-
0
Accruals and deferred income
360,234
363,446
-
0
-
0
1,587,164
1,736,849
6,823
6,823
18
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
19
141,409
-
0
-
0
-
0
19
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
23,495
125,199
-
0
-
0
In two to five years
141,409
-
0
-
0
-
0
164,904
125,199
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. 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 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

THISTLE T&BS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
20
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
287,674
327,438
Retirement benefit obligations
(1,442)
(2,596)
286,232
324,842
Liabilities
Liabilities
2025
2024
Company
£
£
Accelerated capital allowances
11,172
7,324
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 January 2025
324,842
7,324
(Credit)/charge to profit or loss
(38,610)
3,848
Liability at 31 December 2025
286,232
11,172
21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
259,977
56,671

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.

22
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 10p each
505
505
51
51
THISTLE T&BS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
23
Operating lease commitments
Lessee

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
Company
2025
2024
2025
2024
£
£
£
£
Within one year
141,254
228,258
-
-
Between two and five years
228,000
312,254
-
-
In over five years
2,542,333
2,599,333
-
-
2,911,587
3,139,845
-
-
24
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2025
2024
£
£
Aggregate compensation
160,000
100,000
Transactions with related parties

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

Purchases
Purchases
2025
2024
£
£
Group
Rental
64,000
64,000

Dividends totalling £1,000 (2024: £5,000) were paid in the year in respect of shares held by the director and parties connected to the group's director.

THISTLE T&BS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
25
Cash generated from group operations
2025
2024
£
£
Profit after taxation
803,753
764,978
Adjustments for:
Taxation charged
292,145
258,327
Finance costs
15,775
27,468
Investment income
(136,237)
(139,071)
Gain on disposal of tangible fixed assets
(7,113)
-
Depreciation and impairment of tangible fixed assets
479,390
447,149
Movements in working capital:
Decrease/(increase) in stocks
33,163
(210,394)
Decrease/(increase) in debtors
294,287
(141,384)
(Decrease)/increase in creditors
(205,058)
247,454
Cash generated from operations
1,570,105
1,254,527
26
Analysis of changes in net funds - group
1 January 2025
Cash flows
New finance leases
31 December 2025
£
£
£
£
Cash at bank and in hand
2,933,278
1,181,306
-
4,114,584
Obligations under finance leases
(125,199)
143,389
(183,094)
(164,904)
2,808,079
1,324,695
(183,094)
3,949,680
27
Analysis of changes in net funds - company
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
46
(45)
1
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bus:Consolidated 2025-01-01 2025-12-31 SC730235 core:MotorVehicles bus:Consolidated 2025-01-01 2025-12-31 SC730235 core:MotorVehicles 2025-12-31 SC730235 core:MotorVehicles 2024-12-31 SC730235 core:UnlistedNon-exchangeTraded bus:Consolidated 2025-12-31 SC730235 core:UnlistedNon-exchangeTraded bus:Consolidated 2024-12-31 SC730235 core:UnlistedNon-exchangeTraded 2025-12-31 SC730235 core:UnlistedNon-exchangeTraded 2024-12-31 SC730235 core:Subsidiary1 2025-01-01 2025-12-31 SC730235 core:Subsidiary1 1 2025-01-01 2025-12-31 SC730235 core:CurrentFinancialInstruments bus:Consolidated 2025-12-31 SC730235 core:CurrentFinancialInstruments 2025-12-31 SC730235 core:CurrentFinancialInstruments 2024-12-31 SC730235 core:CurrentFinancialInstruments bus:Consolidated 1 2025-12-31 SC730235 core:CurrentFinancialInstruments bus:Consolidated 1 2024-12-31 SC730235 core:CurrentFinancialInstruments 2 2025-12-31 SC730235 core:CurrentFinancialInstruments 2 2024-12-31 SC730235 core:Non-currentFinancialInstruments bus:Consolidated 2025-12-31 SC730235 core:Non-currentFinancialInstruments bus:Consolidated 2024-12-31 SC730235 core:Non-currentFinancialInstruments 2025-12-31 SC730235 core:Non-currentFinancialInstruments 2024-12-31 SC730235 core:CurrentFinancialInstruments core:WithinOneYear bus:Consolidated 2024-12-31 SC730235 core:CurrentFinancialInstruments core:WithinOneYear 2025-12-31 SC730235 core:CurrentFinancialInstruments core:WithinOneYear 2024-12-31 SC730235 core:WithinOneYear bus:Consolidated 2025-12-31 SC730235 core:WithinOneYear bus:Consolidated 2024-12-31 SC730235 core:WithinOneYear 2025-12-31 SC730235 core:WithinOneYear 2024-12-31 SC730235 core:BetweenTwoFiveYears bus:Consolidated 2025-12-31 SC730235 core:BetweenTwoFiveYears bus:Consolidated 2024-12-31 SC730235 core:BetweenTwoFiveYears 2025-12-31 SC730235 core:BetweenTwoFiveYears 2024-12-31 SC730235 bus:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 SC730235 bus:FRS102 2025-01-01 2025-12-31 SC730235 bus:Audited 2025-01-01 2025-12-31 SC730235 bus:ConsolidatedGroupCompanyAccounts 2025-01-01 2025-12-31 SC730235 bus:FullAccounts 2025-01-01 2025-12-31 xbrli:pure xbrli:shares iso4217:GBP