ACCOUNTS - Final Accounts preparation

Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:

Registered number: 13572625

FIXMART GROUP U.K. LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FIXMART GROUP U.K. LIMITED

COMPANY INFORMATION

Directors	Mr C Ghinn
	Mr J Ghinn
	Mrs V C Ghinn
	Klic Partners Ltd


Registered number	13572625


Registered office	Unit S
	Springhead Enterprise Park
	Springhead Road
	Northfleet
	Kent
	DA11 8HJ


Independent auditor	MHA
	Lyndean House
	30-32 Albion Place
	Maidstone
	Kent
	ME14 5DZ

FIXMART GROUP U.K. LIMITED

CONTENTS

	Page
Strategic report	1 - 2
Directors' report	3 - 4
Independent auditor's report	5 - 8
Statement of comprehensive income	9
Balance sheet	10 - 11
Statement of changes in equity	12
Notes to the financial statements	13 - 22

FIXMART GROUP U.K. LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

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

Business review

The directors have undertaken a fair review of the business and some of the details are shown in the paragraphs below.

Business environment

The Company is an intermediary holding company for the main trading company Fixmart Limited which operates in the building services and construction sector which is a large sector in the UK, and relies on a secure and efficient supply chain.

Strategy

As a privately-owned company, it has strong values and holds itself to the highest standards. The Fixmart business was established in 1977, and its success to date is rooted in excellent service and stock availability of quality products. Fixmart strives to meet the demands of its customers, at the same time as targeting high efficiency and sustainability goals.

Principal risks and uncertainties

Risk acceptance and risk management is continually monitored by means of a framework of policies, procedures and internal controls. All such policies and procedures are overseen by the board of directors and senior management and are constantly under review to comply with statutory regulations and best practice.

The principal risks to the business are the general economic situation in the United Kingdom, with inflationary pressures and low confidence.

Liquidity and credit risks

The Company continues to generate cash from its subsidiary to adequately fund its trading and reward its stakeholders, whilst also building funds to re-invest in the future expansion plans. The Board achieves a balance in liquidity through a robust program of budgeting, reforecasting and cash flow modelling, enabling it to invest surplus funds appropriately.

Development and performance

The Directors regard 2025 as an encouraging year, delivering strong growth in the main trading subsidiary Fixmart Limited. This performance was primarily driven by a return of customer confidence in projects awarded, together with our strategic focus on supporting clients, which had a direct and positive impact on both revenue and profitability.

Financial key performance indicators

The directors reported an operating loss of £20,294 for the year (2024: £7,010,137).

Income from shares in group undertakings decreased by 87.4% to £1,227,165 (2024: £9,717,207)

At the year end, the company had shareholders’ funds of £6,519,253 (2024: £6,470,427). The directors believe the Company's position to be satisfactory.

Page 1

FIXMART GROUP U.K. LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

This report was approved by the board and signed on its behalf.

................................................

Mr C Ghinn

Director

Date: 31 July 2026

Page 2

FIXMART GROUP U.K. LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Directors' responsibilities statement

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

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

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

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

Principal activity

The Company’s principal activity is that of an intermediate holding company. Its trading subsidiary is Fixmart Limited, Company number 08147401.

Results and dividends

The profit for the year, after taxation, amounted to £1,275,991 (2024 - £2,707,070).

Ordinary dividends were declared amounting to £1,227,165 (2024: £2,717,207). The directors do not recommend payment of a final dividend.

Directors

The directors who served during the year were:

Mr C Ghinn

Mr J Ghinn

Mrs V C Ghinn

Klic Partners Ltd

Page 3

FIXMART GROUP U.K. LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Future developments

As stated in the director’s report of Fixmart Ltd, its trading subsidiary, the Company continues to perform well and is constantly striving to serve customers with increasing excellent service to enhance performance and customer satisfaction.

The directors believe that there is a very strong foundation and have put together a strategic growth plan for the next three years. They will continue to develop the infrastructure to deliver this on plan.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditor

The auditor, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

................................................

Mr C Ghinn

Director

Date: 31 July 2026

Page 4

FIXMART GROUP U.K. LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FIXMART GROUP U.K. LIMITED

Opinion

We have audited the financial statements of Fixmart Group U.K. Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Page 5

FIXMART GROUP U.K. LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FIXMART GROUP U.K. LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Page 6

FIXMART GROUP U.K. LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FIXMART GROUP U.K. LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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

∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;

∙Reviewing minutes of meetings of those charged with governance;

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

∙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.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Page 7

FIXMART GROUP U.K. LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FIXMART GROUP U.K. LIMITED (CONTINUED)

Use of our report

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

Duncan Cochrane-Dyet BSc BFP FCA (Senior Statutory Auditor)

for and on behalf of

MHA

Statutory Auditor

Maidstone, United Kingdom

31 July 2026

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).

Page 8

FIXMART GROUP U.K. LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Administrative expenses		(20,294)	(10,137)
Loss on restructuring	12	-	(7,000,000)
Operating loss		(20,294)	(7,010,137)
Income from shares in group undertakings		1,227,165	9,717,207
Interest receivable and similar income	5	85,452	-
Profit before taxation		1,292,323	2,707,070
Tax on profit	6	(16,332)	-
Profit for the financial year		1,275,991	2,707,070

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 13 to 22 form part of these financial statements.

Page 9

FIXMART GROUP U.K. LIMITED

REGISTERED NUMBER: 13572625

BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Investments	7		7,025,306		7,000,000
			7,025,306		7,000,000
Current assets
Debtors: amounts falling due within one year	8	83,920		83,920
Cash at bank and in hand		3,535,462		-
		3,619,382		83,920
Creditors: amounts falling due within one year	9	(4,125,435)		(613,493)
Net current liabilities			(506,053)		(529,573)
Total assets less current liabilities			6,519,253		6,470,427
Net assets			6,519,253		6,470,427

Capital and reserves
Called up share capital	10	10,031	10,031
Share premium account	11	83,720	83,720
Merger reserve	11	6,300,000	6,300,000
Profit and loss account	11	125,502	76,676
Equity attributable to owners of the Company		6,519,253	6,470,427

Page 10

FIXMART GROUP U.K. LIMITED

REGISTERED NUMBER: 13572625

BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 July 2026.

................................................

Mr C Ghinn

Director

The notes on pages 13 to 22 form part of these financial statements.

Page 11

FIXMART GROUP U.K. LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	10,031	83,720	6,300,000	86,813	6,480,564

Profit for the year	-	-	-	2,707,070	2,707,070
Dividends: Equity capital	-	-	-	(2,717,207)	(2,717,207)

At 1 January 2025	10,031	83,720	6,300,000	76,676	6,470,427

Profit for the year	-	-	-	1,275,991	1,275,991
Dividends: Equity capital	-	-	-	(1,227,165)	(1,227,165)
At 31 December 2025	10,031	83,720	6,300,000	125,502	6,519,253

The notes on pages 13 to 22 form part of these financial statements.

Page 12

FIXMART GROUP U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Fixmart Group U.K. Limited is a private company limited by shares incorporated in England and Wales. The registered office address can be found on the Company Information page.

The Company's functional and presentational currency is GBP, rounded to the nearest £1.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Russland Investments Limited as at 31 December 2025 and these financial statements may be obtained from Unit S, Springhead Road, Northfleet, Gravesend, England, DA11 8HJ.

2.3

Going concern

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

2.4

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 13

FIXMART GROUP U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.7

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 14

FIXMART GROUP U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.8

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

2.9

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 15

FIXMART GROUP U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Fees payable to the Company's auditor for the audit of the Company's financial statements

4,500

4,250

Employees

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Directors	3	3

5.	Interest receivable
		2025	2024
		£	£

	Bank interest receivable	85,452	-
		85,452	-

Page 16

FIXMART GROUP U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Corporation tax
Current tax on profits for the year	16,332	-
	16,332	-

Total current tax	16,332	-

	Deferred tax
	Total deferred tax	-	-


	Tax on profit	16,332	-

Profit on ordinary activities before tax

1,292,323

2,707,070

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	323,081	676,768
Effects of:
Expenses not deductible for tax purposes	297	1,750,296
Non-taxable income	(306,791)	(2,429,302)
Other differences leading to an increase (decrease) in the tax charge	(255)	-
Group relief surrendered/(claimed)	-	7,608
Movement in deferred tax not recognised	-	(5,370)
Total tax charge for the year	16,332	-

Page 17

FIXMART GROUP U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

7.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	7,000,000
	Additions	25,306
	At 31 December 2025	7,025,306

See note 13 for an explanation of the additions and disposals in the prior year.

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Fixmart Limited	Unit S Springhead Enterprise Park, Springhead Road, Northfleet, Kent, United Kingdom, DA11 8HJ	Ordinary	100%
Fixmart Group Holdings Limited	Unit S, Springhead Enterprise Park, Springhead Road, Northfleet, Kent, United Kingdom, DAII 8HJ	Ordinary	100%
Fixmart GmbH	Baker Tilly Rechtsanwaltsgesellschaft mbH, Brüsseler Straße 1-3, 60327 Frankfurt am Main	Ordinary	100%

The subsidiary, Fixmart Group Holdings Limited, was dissolved on 14 April 2026 and ceased to be part of the Group from that date.

Debtors

					2025	2024
					£	£


Other debtors	83,920	83,920
	83,920	83,920

Page 18

FIXMART GROUP U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

8.Debtors (continued)

9.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Trade creditors	918	-
Amounts owed to group undertakings	4,100,795	606,193
Corporation tax	16,332	-
Accruals and deferred income	7,390	7,300
	4,125,435	613,493

Amounts due to group undertakings are unsecured, interest-free, and due on demand.

Page 19

FIXMART GROUP U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.	Share Capital
		2025	2024
		£	£

1,400 (2023 - 1,400) Ordinary C shares of £1.00 each	1,400	1,400
500 (2023 - 500) Ordinary G shares of £1.00 each	500	500
500 (2023 - 500) Ordinary H shares of £1.00 each	500	500
550 (2023 - 550) Ordinary I shares of £1.00 each	550	550
550 (2023 - 550) Ordinary J shares of £1.00 each	550	550
200 (2023 - 200) Ordinary K shares of £1.00 each	200	200
5,100 (2023 - 5,100) Ordinary L shares of £1.00 each	5,100	5,100
1,000 (2023 - 1,000) Ordinary V shares of £1.00 each	1,000	1,000
1 (2023 - 1) Redeemable share of £1.00	1	1
40 (2023 - 40) S1 shares of £1.00 each	40	40
80 (2023 - 80) S2 shares of £1.00 each	80	80
80 (2023 - 80) S3 shares of £1.00 each	80	80
1 (2023 - 1) W1 share of £1.00	1	1
1 (2023 - 1) W10 share of £1.00	1	1
1 (2023 - 1) W11 share of £1.00	1	1
1 (2023 - 1) W12 share of £1.00	1	1
1 (2023 - 1) W13 share of £1.00	1	1
1 (2023 - 1) W14 share of £1.00	1	1
1 (2023 - 1) W15 share of £1.00	1	1
1 (2023 - 1) W16 share of £1.00	1	1
1 (2023 - 1) W17 share of £1.00	1	1
1 (2023 - 1) W18 share of £1.00	1	1
1 (2023 - 1) W19 share of £1.00	1	1
1 (2023 - 1) W2 share of £1.00	1	1
1 (2023 - 1) W20 share of £1.00	1	1
1 (2023 - 1) W21 share of £1.00	1	1
1 (2023 - 1) W22 share of £1.00	1	1
1 (2023 - 1) W23 share of £1.00	1	1
1 (2023 - 1) W24 share of £1.00	1	1
1 (2023 - 1) W25 share of £1.00	1	1
1 (2023 - 1) W26 share of £1.00	1	1
1 (2023 - 1) W27 share of £1.00	1	1
1 (2023 - 1) W28 share of £1.00	1	1
1 (2023 - 1) W29 share of £1.00	1	1
1 (2023 - 1) W3 share of £1.00	1	1
1 (2023 - 1) W30 share of £1.00	1	1
1 (2023 - 1) W4 share of £1.00	1	1
1 (2023 - 1) W5 share of £1.00	1	1

Page 20

FIXMART GROUP U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Share Capital (continued)
	2025	2024
	£	£

1 (2023 - 1) W6 share of £1.00	1	1
1 (2023 - 1) W7 share of £1.00	1	1
1 (2023 - 1) W8 share of £1.00	1	1
1 (2023 - 1) W9 share of £1.00	1	1
	10,031	10,031

Each class Ordinary C, Ordinary G, Ordinary H, Ordinary L and Ordinary V carry one vote per share, the remaining classes of share carry no voting rights. The only share classes which are redeemable are the redeemable shares shown in the table above.

The redeemable shares can be redeemed on notice by the company or any holder of the redeemable shares on the first working day following the receipt of such notice.

11.

Reserves

Share premium account

The share premium account represents amounts subscribed for share capital in excess of nominal value.

Merger reserve

The merger reserve that represents the excess of the company's investment in the subsidiary companies over the fair value of the identifiable assets and liabilities acquired as part of the business reconstruction, and arose from a restructuring of the group in 2024.

Profit and loss account

The profit and loss account reflects net gains and losses and transactions with owners not recognised elsewhere.

12.	Prior year structure

The Company has undertaken a restructuring of its holdings in subsidiaries in 2023 and 2024, whereby the main trading company, Fixmart Limited, has been transferred via a sequence of steps from ownership by intermediary holding companies to direct ownership by the Company. Fixmart Limited has underpinned the investment carrying value of those intermediary holding companies.

During the prior year, Fixmart Limited was transferred from Fixmart Holdings Limited to the direct ownership of the Company via a dividend in specie of £7m (being the fair value of Fixmart Limited). The Company recognised a loss in respect of its investment in Fixmart Holdings Limited, which was subsequently dissolved.

Fixmart Group Limited was also dissolved but the carrying value of this investments was £nil and no gain or loss was recognised in the statement of comprehensive income.

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FIXMART GROUP U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.

Related party transactions

Included in debtors falling due within one year, are loans made to a director of a subsidiary company of £83,290 (2024: £83,290). No interest is being charged on these loans and they are repayable on demand.

The company has taken advantage of the exemption available under paragraph 33 1A of the Financial Reporting Standard 102 not to disclose transactions with other wholly owned members of the Group.

14.	Controlling party

Russland Investments Limited is the ultimate and immediate parent company, a company incorporated in England and Wales. Fixmart Group U.K. Limited results are included in the consolidated accounts of Russland Investments Limited which represents the smallest and largest group of undertakings for which group accounts are prepared. These are available from its registered office at Unit S Springhead Road, Northfleet, Gravesend, England, DA11 8HJ.

The ultimate controlling parties are Carl & Vivienne Ghinn through their majority shareholding.

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