FG Europe UK Limited - Limited company accounts 25.1

REGISTERED NUMBER: 10618331 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

FG EUROPE UK LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Statement of Profit or Loss

7

Statement of Profit or Loss and Other Comprehensive

Income

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Statement of Cash Flows

11

Notes to the Statement of Cash Flows

12

Notes to the Financial Statements

13

DIRECTOR:

A Feidakis

SECRETARY:

Mrs A Raptaki

REGISTERED OFFICE:

105 Piccadilly

Mayfair

London

W1J 7NJ

REGISTERED NUMBER:

10618331 (England and Wales)

AUDITORS:

Xeinadin Audit Limited

46 Hamilton Square

Birkenhead

Merseyside

CH41 5AR

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

REVIEW OF BUSINESS

The company's turnover for the period under review was £20,989,377 (2024: £14,141,976) and the gross profit was £6,990,634 (2024: £4,737,420).

The company made a profit before tax of £1,342,816 (2024: £388,126 ).

The balance sheet remains robust, with net assets of £5,485,929 (2024: £4,536,970), supported by strong cash balances of £664,886 (2024: £298,556).

The company recorded a significant increase in sales and gross profit due to better inventory management and the creation of a larger customer base.

However, with targeted efficiency measures and a clear strategic focus, management is aiming for even greater growth in the coming years.

PRINCIPAL RISKS AND UNCERTAINTIES

The main financial risks, to which the company has exposure, are foreign currency, interest, price and credit risks.

Foreign currency risk - The Company's principal foreign currency exposure arise from loans to and from foreign related parties. The risk is mitigated by holding the cash flows in Euros.

Credit risk - Investments of cash and surpluses, borrowings are made through banks and companies which must fulfil the criteria approved by the Board.

Price risk - Expenditure made by the company is authorised by management prior to it being made so to ensure the best prices being paid.

Interest rate risk - The Company's borrowings include bank overdrafts and bank loans which attract interest at the market rate. The Company has, historically taken the decision to accept the risk of increased interest charges resulting from changes in interest rates and does not intent to change this policy in the immediate future.

Competition risk - Management closely monitors performances of its competitors.

KEY PERFORMANCE INDICATORS

The director considers the following as the Key Performance Indicators:-

Description

2025

2024

Change

£ '000

Revenue

20,989

14,142

48%

Gross Profit

6,990

4,737

48%

Profit/(loss) before tax

1,343

388

246%

Net Assets

5,486

4,537

21%

Gross Margin

33%

-%

Current Ratio

1.49

1.37

8%

Quick Ratio

0.70

0.32

119%

Average number of employees

28

24

17%

ON BEHALF OF THE BOARD:

A Feidakis - Director

30 April 2026

The director presents his report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of wholesale of airconditioning units, refrigeration units and all types of consumer appliances and televisions.

DIVIDENDS

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

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR

A Feidakis held office during the whole of the period from 1 January 2025 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director 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 UK-adopted international accounting standards. 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 company and of the profit or loss of the company 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;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A Feidakis - Director

30 April 2026

Opinion

We have audited the financial statements of FG Europe UK Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Profit or Loss, the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK.

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 IFRSs as adopted by the UK; and

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

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 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 director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

-	certain disclosures of director's 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 Statement of Director's Responsibilities set out on page three, 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 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 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 company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognize non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with director and other

management, and from our commercial knowledge and experience of the industry;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of

management and inspecting legal correspondence; and identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of

actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of

potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators, and the company's legal advisors.

There are inherent limitations in our audit procedure described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with law and regulations to enquiry of the director and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

Other matter - prior year adjustment

In forming our opinion, which is not modified, we draw attention to note 8 to the financial statements which describes the restatement of comparative figures following the recognition of lease liabilities and right-of-use assets that were not recognised in the prior year.

Use of our report

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

Anthony Cowan FCA, BSc (Senior Statutory Auditor)

for and on behalf of Xeinadin Audit Limited

46 Hamilton Square

Birkenhead

Merseyside

CH41 5AR

30 April 2026

CONTINUING OPERATIONS

Revenue

3

20,989,377

14,141,976

Cost of sales

(13,998,743

)

(9,404,556

)

GROSS PROFIT

6,990,634

4,737,420

Other operating income

224,297

529,176

Distribution costs

(1,876,932

)

(1,281,654

)

Administrative expenses

(3,988,025

)

(3,587,986

)

OPERATING PROFIT

1,349,974

396,956

Finance costs

5

(7,158

)

(8,830

)

PROFIT BEFORE INCOME TAX

6

1,342,816

388,126

Income tax

7

(393,857

)

(105,859

)

PROFIT FOR THE YEAR

948,959

282,267

PROFIT FOR THE YEAR

948,959

282,267

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR

THE YEAR

948,959

282,267

ASSETS

NON-CURRENT ASSETS

Owned

Intangible assets

9

23,412

2,258

Tangible fixed assets

10

169,897

196,951

Right-of-use

Trade and other receivables

12

35,666

Deferred tax

18

-

37,469

228,975

272,344

CURRENT ASSETS

Inventories

11

8,499,499

12,589,194

Trade and other receivables

12

7,010,834

3,559,266

Cash and cash equivalents

13

664,886

298,556

16,175,219

16,447,016

TOTAL ASSETS

16,404,194

16,719,360

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

14

800,000

Retained earnings

15

4,685,929

3,736,970

TOTAL EQUITY

5,485,929

4,536,970

LIABILITIES

NON-CURRENT LIABILITIES

Trade and other payables

16

77,221

110,003

Deferred tax

18

23,339

-

100,560

110,003

CURRENT LIABILITIES

Trade and other payables

16

10,474,156

12,009,279

Tax payable

343,549

63,108

10,817,705

12,072,387

TOTAL LIABILITIES

10,918,265

12,182,390

TOTAL EQUITY AND LIABILITIES

16,404,194

16,719,360

The financial statements were approved by the director and authorised for issue on 30 April 2026 and were signed by:

A Feidakis - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 January 2024

800,000

3,454,703

4,254,703

Changes in equity

Total comprehensive income

-

282,267

Balance at 31 December 2024

800,000

3,736,970

4,536,970

Changes in equity

Total comprehensive income

-

948,959

Balance at 31 December 2025

800,000

4,685,929

5,485,929

Cash flows from operating activities

Cash generated from operations

1

468,668

325,171

Lease interest paid

(7,158

)

(8,830

)

Tax paid

(52,609

)

(454,910

)

Net cash from operating activities

408,901

(138,569

)

Cash flows from investing activities

Purchase of intangible fixed assets

(24,510

)

-

Purchase of tangible fixed assets

(18,061

)

(225,680

)

Net cash from investing activities

(42,571

)

(225,680

)

Increase/(decrease) in cash and cash equivalents

366,330

(364,249

)

Cash and cash equivalents at beginning

of year

2

298,556

662,805

Cash and cash equivalents at end of year

2

664,886

298,556

1.	RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

2025

2024

as restated

£

Profit before income tax

1,342,816

388,126

Depreciation charges

48,471

44,744

Finance costs

7,158

8,830

1,398,445

441,700

Decrease/(increase) in inventories

4,089,695

(4,276,530

)

(Increase)/decrease in trade and other receivables

(3,451,568

)

1,676,404

(Decrease)/increase in trade and other payables

(1,567,904

)

2,483,597

Cash generated from operations

468,668

325,171

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

Cash and cash equivalents

664,886

298,556

Year ended 31 December 2024

31.12.24

1.1.24

as restated

£

Cash and cash equivalents

298,556

662,805

1.	STATUTORY INFORMATION

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

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparation

The financial statements of the Company for the year ended 31 December 2025 (the "financial statements") have been prepared in accordance with International Financial Reporting Standards ("IFRSs") as endorsed by the European Union (the "EU").

Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current period. The financial statements have been prepared under the historical cost convention, except for derivative contracts, which have been measured at fair value.

The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Use of available information and application of judgement are inherent in the formation of estimates in the following areas: valuation of assets and receivables, useful lives of depreciable tangible and intangible assets, estimation of retirement benefits obligation.

Actual results in the future may differ from those reported. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in this note of the financial statements.

Significant accounting policies and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, the accompanying disclosures, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the assets or liabilities affected in future periods.

The Company's management believes that judgements, estimates and assumptions used in the preparation of the financial statements are appropriate given the factual circumstances as at 31 December 2024.

Various elements of the Company's accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other assessments. In particular, the Company has identified the following accounting policies which, due to the judgements, estimates and assumptions inherent in those policies, and the sensitivity of the financial statements to those judgements, estimates and assumptions, are critical to an understanding of the financial statements.

Valuation of receivables

Valuation of receivables is based upon ongoing assessments of the probable estimated losses inherent in the receivables portfolio. Assessments are conducted by the board employing a methodology and guidelines, which are continually monitored and improved. The primary component of this methodology comprises specific allowances and collective allowances.

A receivable is subject to impairment test when valid indications exist, at the assessment date, which demonstrate that the customer will not be able to meet his obligations and/or when the flow of receipts decelerates over time. Usually such indications include failure of communication with the customers and indications of significant financial difficulty.

Amounts individually provided for concern claims evaluated individually for impairment based upon management's best estimate of the present value of the cash flows which are expected to be received.

In assessing the need for collective allowance, management considers receivables in arrears over 121 days but excludes receivables for which there are valid indications that they will be collected.

The accuracy of provisions depends on the accuracy of future cash flows for specific allowances and the model assumptions and parameters used in determining collective allowances. While this necessarily involves judgement, management believes that their provisions are reasonable and supportable.

Assets impairment

The Company reviews on an annual basis the carrying amounts of investments, tangible assets and intangible assets, in order to determine if there is an indication of impairment. If any such indication exists an impairment review is carried out in order to determine the extent of the impairment loss.

Useful lives of depreciable tangible and intangible assets

The management assesses the estimated useful lives and related depreciation & amortisation charges for purchased and internally generated intangible assets and tangible assets and reviews the assessment at regular intervals. Management estimates are based on the projected operating life cycle of these assets. Such estimates are not expected to change significantly, however, management may modify depreciation and amortisation rates wherever useful lives turn out to be different than previously estimated and writes down or writes off assets.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the company and value added taxes.

The company bases its estimate of returns on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

Where the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes a financing transaction, the fair value of the consideration is measured as the present value of all future receipts using the imputed rate of interest.

Management has assessed the application of IFRS 15 using the five step model framework, within which the following critical accounting judgements were made:

i) Identify the contract with the customer - the contract with the customer is defined and agreed;

ii) Identify the performance obligations - these are taken to be the delivery of goods;

iii) Determine the transaction price - defined in the contract as there are no variable elements;

iv) Allocated the transaction price to the performance obligations - relates to goods;

v) Recognise revenue when the entity satisfies a performance obligation - at the point in time when the goods are delivered or made available to the customer as per the contract terms, given the nature of what is being delivered, as this is when the customer gains an economically useful asset.

In the case of goods, we have considered the possibility of alternative use, as this is a key consideration under IFRS 15, and concluded that there is an alternative use. As a result of this, management consider the delivery of goods as the key performance obligation and recognise revenue at a point in time, as none of the criteria for recognition over time are met as goods are not highly specialised and can generally be sold to alternative customers, management has concluded that they have an alternative use.

Cash and cash equivalents

Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being written off in equal annual instalments over its estimated economic life of 5 years.

Tangible fixed assets

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Such cost includes costs directly attributable to making the assets capable of operating as intended.

Where part of the an item of tangible fixed assets have different useful lives, they are accounted for as separate items of tangible fixed assets.

The carrying value of tangible assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

Right-of-use assets

Right-of-use assets are measured at cost comprising the following:

- the amount of the initial measurement of lease liability;

- any lease payments made at or before the commencement date less any lease incentives received;

- any initial direct costs; and

- restoration costs

Depreciation

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Right of use assets - remaining life of the lease

Plant and machinery - 15% and 20% on cost

Motor vehicles - 20% on cost

Inventories

Inventories are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out method. The carrying amount of inventory sold is recognised as an expense in the period in which the related revenue is recognised.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

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

- the recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

- any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Foreign currencies

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

Leases

Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the company, the lessee's incremental borrowing rate is used, being the rate that the company would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.The company used incremental borrowing rates of 6% to all the leases.

Employee benefit costs

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

Going concern

The company's holding company have indicated their willingness to support the company for the forseeable future and consequently the director have a reasonable expectation that the company has adequate resources to continue in operational existence for the forseeable future and, as such, consider it appropriate to prepare the financial statements on the going concern basis.

Financial assets

Initial recognition and measurement

Financial assets are classified as such at fair value through profit or loss, loans and receivables, held-to-maturity investments, available-for-sale financial assets, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The company determines the classification of its financial assets at initial recognition.

All financial assets are recognised initially at fair value plus transaction costs, except in the case of financial assets recorded at fair value through profit or loss.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e, the date that the company commits to purchase or sell the asset.

The company's financial assets include loans and other receivables.

Subsequent measurement- Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method, less impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the income statement. The losses arising from impairment are recognised in the profit and loss account.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when:

- The rights to receive cash flows from the asset have expired

- The company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘passthrough’ arrangement.

Impairment of financial assets

The Company assesses , at each reporting date, whether there is objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if there is objective evidence of impairment as a result of one or more events that has occurred since the initial recognition of the asset (an incurred ‘loss event’) and that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated.

Financial assets carried at amortised cost

For financial assets carried at amortised cost, the company first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant.

If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred).

The carrying amount of the asset is reduced through the use of an allowance account and the loss is recognised in profit or loss. Interest income continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies.Financial liabilities are recognised at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs.

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.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the financial statements if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

Derecognition of financial liabilities

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

Credit Risk and Expected Credit Losses

The company's financial assets consist primarily of cash and short-term receivables from customers with high credit ratings. The company does not have any significant concentration of credit risk, nor any history of material credit losses. Based on historical default rates, forward-looking information, and the company's assessment under IFRS 9, expected credit losses are not material and therefore no ECL provision has been recognised.

3.

REVENUE

Analysis of revenue

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2025

2024

£

Wholesale consumer appliances

20,989,377

14,141,976

------------------

20,989,377

14,141,976

An analysis of turnover by geographical market is given below:

2025

2024

£

United Kingdom

19,598,956

13,696,586

Europe

1,390,421

445,390

------------------

20,989,377

14,141,976

4.	EMPLOYEES AND DIRECTORS

2025

2024

as restated

£

Wages and salaries

1,484,870

1,344,371

Social security costs

194,826

155,926

Other pension costs

175,241

111,692

1,854,937

1,611,989

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

2025

2024

as restated

28

24

2025

2024

as restated

£

Director's remuneration

-

5.	NET FINANCE COSTS

2025

2024

as restated

£

Finance costs:

Leasing

7,158

8,830

6.	PROFIT BEFORE INCOME TAX

The profit before income tax is stated after charging:

2025

2024

as restated

£

Cost of inventories recognised as expense

13,998,743

9,404,556

Leases

94,468

57,666

Depreciation - owned assets

45,115

43,456

Computer software amortisation

3,356

1,288

Auditors' remuneration

14,500

20,975

Foreign exchange differences

598,645

-

7.	INCOME TAX

Analysis of tax expense

2025

2024

as restated

£

Current tax:

Tax

333,050

63,110

Deferred tax

60,807

42,749

Total tax expense in statement of profit or loss

393,857

105,859

Factors affecting the tax expense

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

2025

2024

as restated

£

Profit before income tax

1,342,816

388,126

Profit multiplied by the standard rate of corporation tax in the UK of 25%

(2024 - 25%)

335,704

97,032

Effects of:

Non tax deductible expenses and non tax deductible income

3,189

1,489

temporary differences

Other tax adjustments

4,782

(23,352

)

Capital allowances

(10,625

)

(12,059

)

Deferred Tax

60,807

42,749

Tax expense

393,857

105,859

8.	PRIOR YEAR ADJUSTMENT

During the year, the company identified that lease arrangements had not been recognised in accordance with applicable accounting standards. As a result, a right-of-use asset and corresponding lease liability have now been recognised. Due to this adjustment, there has been an increase in fixed assets of £132,798, increase in creditors of £139,196 and reduction in retained earnings of £6,398.

9.	INTANGIBLE ASSETS

Computer

software

£

COST

At 1 January 2025

51,501

Additions

24,510

At 31 December 2025

76,011

AMORTISATION

At 1 January 2025

49,243

Amortisation for year

3,356

At 31 December 2025

52,599

NET BOOK VALUE

At 31 December 2025

23,412

At 31 December 2024

2,258

10.	TANGIBLE FIXED ASSETS

Right of

use

Plant and

Motor

assets

machinery

vehicles

Totals

£

COST

At 1 January 2025

165,997

60,015

45,990

272,002

Additions

-

18,061

-

18,061

At 31 December 2025

165,997

78,076

45,990

290,063

DEPRECIATION

At 1 January 2025

33,199

41,392

460

75,051

Charge for year

33,199

6,397

5,519

45,115

At 31 December 2025

66,398

47,789

5,979

120,166

NET BOOK VALUE

At 31 December 2025

99,599

30,287

40,011

169,897

At 31 December 2024

132,798

18,623

45,530

196,951

11.	INVENTORIES

2025

2024

as restated

£

Stocks

8,499,499

12,589,194

12.	TRADE AND OTHER RECEIVABLES

2025

2024

as restated

£

Current:

Trade debtors

6,731,203

2,958,621

Other debtors

51,512

411,705

Prepayments

228,119

188,940

7,010,834

3,559,266

2025

2024

as restated

£

Non-current:

Other debtors

35,666

Aggregate amounts

7,046,500

3,594,932

13.	CASH AND CASH EQUIVALENTS

2025

2024

as restated

£

Bank accounts

664,886

298,556

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

as restated

£

800,000

Share Capital 1

£1

800,000

15.

RESERVES

Retained

earnings

£

At 1 January 2025

3,736,970

Profit for the year

948,959

At 31 December 2025

4,685,929

16.	TRADE AND OTHER PAYABLES

2025

2024

as restated

£

Current:

Trade creditors

9,743,404

11,621,407

Other creditors

5,235

99,898

Lease liabilities

32,782

29,193

Accrued expenses

93,571

54,099

VAT

599,164

204,682

10,474,156

12,009,279

Non-current:

Lease liabilities

77,221

110,003

Aggregate amounts

10,551,377

12,119,282

17.

LEASING

Total future minim lease payments under non-cancellable operating leases are as follows:

Land and buildings leases expiring:

2025

2024

Within one year

77,201

61,671

Between one and five years

81,356

119,294

After five years

-

Total

158,557

180,965

Other leasing expiring:

2025

2024

Within one year

20,141

14,137

Between one and five years

15,111

21,652

After five years

-

Total

35,252

35,789

18.	DEFERRED TAX

2025

2024

as restated

£

Balance at 1 January

(37,469

)

(80,218

)

Deferred tax movement

60,808

42,749

Balance at 31 December

23,339

(37,469

)

19.	RELATED PARTY DISCLOSURES

During the year, company made purchases from its parent, FG Europe S.A., of £10,108,220 (2024: £13,658,110). At the year end, balance owed by the company was £9,198,725 (2024: £11,947,057).

During the year, company made purchases of £nil (2024: £238,780) from and sales of £nil (£1,311,508) to FG Europe HVAC Ireland Limited. At the year end, balance owed to the company was £884,275 (2024: £182,027 owed by company).

FG Europe HVAC Ireland Limited , a company registered in Ireland, is a fellow subsidiary of the group and FG Europe S.A., a company incorporated in Greece, is the parent of the group.

20.	EVENTS AFTER THE REPORTING PERIOD

No significant events have occurred between the reporting date, 31 December 2025 and the date the financial statements were authorized for issue that would require adjustment to or disclosure in the financial statements.

21.	ULTIMATE CONTROLLING PARTY

FG Europe S.A., a company incorporated in Greece, has 100% shareholding in FG Europe UK Limited. Makmoral Trading Limited, a company registered in Cyprus and owned by Mr G Fidakis, has 86.27% shareholding in FG Europe S.A.

The largest and smallest group in which the results of the company are consolidated is that headed by FG Europe S.A., which is incorporated in Greece under registration number P.C. Reg. No. 13413/06/B/86/111.

The consolidated financial statements of this company are available to the public and may be obtained from the company's registered office at No. 128 Vouliagmenis St., Glyfada, Athens.