Orizaba Distribution Ltd

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—7

1. General Information

Orizaba Distribution Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 04699141 . The registered office is 45 Brookfield Lane, Churchdown, Gloucester, GL3 2PR.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 Section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Going Concern Disclosure

The directors have not identified any material uncertainties related to events or conditions that may cast significant doubt about the company's ability to continue as a going concern.

2.3. Significant judgements and estimations

The preparation of accounts requires the company’s management to make judgments, estimates and assumptions that affect the application of the company's accounting policies and the reported amounts of assets, liabilities, revenue and expenses. Actual results may differ from these estimates.

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 and in any future periods affected.

Significant areas requiring the use of estimates include the useful economic lives of the tangible fixed assets and the stock balance. A physical stock take was not held at the year end and management is unable to produce a reliable estimate of the stock value at that date. The closing stock balance included in these accounts is the same as that reported in the prior year and will be adjusted at the next year end date if required.

2.4. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts, returns and value added taxes.

2.5. Intangible Fixed Assets and Amortisation - Goodwill

Goodwill is the difference between amounts paid on the acquisition of a business and the fair value of the separable net assets. It is amortised to profit and loss account over its estimated economic life of 10 years.

2.6. Research and Development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and all expenditure on research is recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their expected useful economic life of 3 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project the expenditure is treated as if it were all incurred in the research phase only.

2.7. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Plant & Machinery	15% reducing balance
Leasehold improvements	15% reducing balance
Fixtures & Fittings	20% reducing balance
Computer Equipment	33% on cost

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Orizaba Distribution Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.8. Leasing and Hire Purchase Contracts

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.

2.9. Stocks and Work in Progress

Stocks are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs of bringing the stocks to their present location and condition.

2.10. Financial Instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

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

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

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 noncurrent liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

2.11. Foreign Currencies

Monetary 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 ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

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Orizaba Distribution Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.12. Taxation

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 5 (2024: 5)

4. Intangible Assets

	Goodwill	Development Costs	Total
	£	£	£
Cost
As at 1 January 2025	70,000	306,809	376,809

As at 31 December 2025	70,000	306,809	376,809

Amortisation
As at 1 January 2025	70,000	306,809	376,809

As at 31 December 2025	70,000	306,809	376,809

Net Book Value
As at 31 December 2025	-	-	-

As at 1 January 2025	-	-	-

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Orizaba Distribution Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

5. Tangible Assets

	Plant & Machinery	Leasehold improvements	Fixtures & Fittings	Computer Equipment	Total
	£	£	£	£	£
Cost
As at 1 January 2025	23,029	49,774	13,388	8,930	95,121
Additions	-	2,650	-	1,345	3,995

As at 31 December 2025	23,029	52,424	13,388	10,275	99,116

Depreciation
As at 1 January 2025	19,995	26,502	7,634	7,959	62,090
Provided during the period	455	5,184	1,527	1,415	8,581

As at 31 December 2025	20,450	31,686	9,161	9,374	70,671

Net Book Value
As at 31 December 2025	2,579	20,738	4,227	901	28,445

As at 1 January 2025	3,034	23,272	5,754	971	33,031

6. Stocks

	2025	2024
	£	£
Stocks of parts for resale	161,809	161,809

7. Debtors

	2025	2024
	£	£
Due within one year
Other debtors	28,233	2,859

8. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	23,397	25,852
Bank loans and overdrafts	44,715	10,000
Other loans - current portion	33,243	25,102
Corporation tax	909	15,095
Other taxes and social security	3,077	737
Other creditors	17,069	19,289

	122,410	96,075

9. Creditors: Amounts Falling Due After More Than One Year

	2025	2024
	£	£
Bank loans	-	8,332
Other loans	23,957	56,989

	23,957	65,321

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Orizaba Distribution Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

10. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	120	120

11. Financial Instruments

The carrying value of the Company’s financial assets and liabilities approximate their fair value due to their short terms to maturity. The Company’s financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company's financial instruments are summarized below.

Currency Risk

Currency risk is the possibility of losing money due to unfavourable moves in exchange rates. All of the Company’s cash and payments to suppliers are in Pounds Sterling and management believes that

currency risks are minimal.

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is satisfied with the credit ratings of its banks and is not exposed to a significant risk of loss of its deposits. The Company does not sell its products on credit terms.

Interest rate risk

The Company's borrowings are at fixed interest rates and the Company is not subject to significant interest rate risk.

12. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as following:

	2025	2024
	£	£
Not later than one year	9,000	9,000
Later than one year and not later than five years	2,250	2,250

	11,250	11,250

13. Directors Advances, Credits and Guarantees

Included within Other Debtors are the following loans to directors:

	As at 1 January 2025	Amounts advanced	Amounts repaid	Amounts written off	As at 31 December 2025
	£	£	£	£	£
Mr Benjamin Taylor	23,884	-	-	-	23,884

The above loan is unsecured, interest free and repayable on demand.

14. Ultimate Controlling Party

The company's ultimate controlling party is Orizaba Group Ltd by virtue of its ownership of 100% of the issued share capital in the company.

15. Borrowings

On 8 May 2022, the Company received an unsecured loan of £134,546, net of arrangement fees of £13,455, from a financial institition. The loan is repayable in 60 monthly instalments and bears interest at 9.40% per annum. The loan is shown in the financial statements net of the arrangement fees which are amortised over the period of the loan.

In a prior year, the Company received an unsecured bank loan of £50,000 repayable in 72 monthly instalments at an interest rate of 2.5% per annum.

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		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	5		28,445		33,031

			28,445		33,031
CURRENT ASSETS
Stocks	6	161,809		161,809
Debtors	7	28,233		2,859
Cash at bank and in hand		-		35,585

		190,042		200,253
Creditors: Amounts Falling Due Within One Year	8	(122,410 )		(96,075 )

NET CURRENT ASSETS (LIABILITIES)			67,632		104,178

TOTAL ASSETS LESS CURRENT LIABILITIES			96,077		137,209

Creditors: Amounts Falling Due After More Than One Year	9		(23,957 )		(65,321 )

NET ASSETS			72,120		71,888

CAPITAL AND RESERVES
Called up share capital	10		120		120
Profit and Loss Account			72,000		71,768

SHAREHOLDERS' FUNDS			72,120		71,888