REGISTERED NUMBER: 11113073 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

DEPS HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

10

Report of the Independent Auditors

13

Consolidated Statement of Comprehensive Income

17

Consolidated Statement of Financial Position

18

Company Statement of Financial Position

19

Consolidated Statement of Changes in Equity

20

Company Statement of Changes in Equity

21

Consolidated Statement of Cash Flows

22

Notes to the Consolidated Statement of Cash Flows

23

Notes to the Consolidated Financial Statements

25

DIRECTORS:

A W Marr

G L Hepburn

M A Biagioni

T J Swales

REGISTERED OFFICE:

Eastfield Industrial Estate

Salter Road

Scarborough

North Yorkshire

YO11 3DU

REGISTERED NUMBER:

11113073 (England and Wales)

INDEPENDENT AUDITORS:

Fortus Audit LLP

5 & 6 Manor Court

Manor Garth

Scarborough

North Yorkshire

YO11 3TU

BANKERS:

National Westminster Bank Plc

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

REVIEW OF THE BUSINESS

2025

2024

£'000

£'000

Sales volume

39,292

32,045

Operating profit/(loss)

1,928

733

Depreciation

269

239

Amortisation

621

767

EBITDA

2,818

1,739

The Group supplies both bespoke and standard products and services to provide a total customer solution. The group's core strengths of specialist knowledge, design excellence, coupled with national servicing and installation capability positions the group as a leading supplier in the UK marketplace for Power Solutions.

During the year ended 31 December 2025, the Group delivered a strong operating performance, reflecting continued execution of its long-term growth strategy and sustained investment in people, infrastructure and national service capability. The year was characterised by continued revenue growth, improved operating performance and a number of important strategic milestones which further strengthened the Group's market position.

Turnover increased to £39.3 million (2024: £32.0 million), driven by growth across core product sales, service and maintenance activities and installation revenues. Operating profit increased to £1.9 million (2024: £0.7 million), reflecting revenue growth, continued operational progress and the benefits of investment made in recent years. Gross profit increased to £13.3 million (2024: £10.8 million), with gross margin remaining strong, demonstrating the quality of the Group's project execution, service proposition and pricing discipline in a competitive market.

The Group continued to invest in its national infrastructure during the year to support future growth and improve customer service. As part of this strategy, Dale Power Solutions Limited relocated to a new and enhanced facility in St Albans, providing a strengthened operational base to better support customers across the South of England. The Group also completed the acquisition of Calibre Power in Aberdeen, strengthening its presence in Scotland, broadening technical capability and enhancing support for customers operating in energy-critical environments, including offshore and remote locations. These developments further reinforced the Group's ambition to provide genuinely national coverage.

The Group continued to expand its field-based engineering capability during the year, increasing service coverage across the UK and supporting improved response times, resilience and service continuity for customers operating mission-critical power systems. In parallel, the Group continued to grow its activity in energy transition and resilience solutions, including battery energy storage systems and hybrid power applications, as customers increasingly focus on energy security, carbon reduction and net zero objectives. The Group's technical capability and ability to deliver bespoke solutions positions it well as these markets continue to develop.

In December 2025, the Group refinanced its banking facilities, moving to a new facility with National Westminster Bank Plc ("NatWest"). The refinancing delivered lower financing costs, increased headroom and greater flexibility, strengthening the Group's funding platform and supporting continued investment and growth.

During 2025, the underlying operating performance of the Group improved significantly as well as maintaining a disciplined approach to cash management and working capital. The directors consider that the Group remains well positioned for continued growth as the Group enters 2026 with a record high forward order book, providing strong revenue visibility and underpinning the Board's confidence in the outlook.

The Group continues to place significant emphasis on its people, recognising that technical expertise, safety culture and customer focus are key differentiators. Investment in training, recruitment and retention remained a priority during the year, enabling the Group to support growth while maintaining high operational and service standards. The Group also remained committed to its environmental, social and governance responsibilities, including improvements in energy efficiency, investment in sustainable technologies and maintaining a positive and inclusive working environment.

Overall, 2025 represented a year of strong strategic delivery, operational progress and national expansion. The directors believe that the Group is well positioned to continue its growth trajectory, supported by a strengthened operational platform, a growing national presence, a skilled and expanding workforce, and strong order book visibility. The Board remains confident in the Group's ability to deliver sustainable long-term value for customers, employees and shareholders.

The strategic plan continues to prioritise:

-

achieving a Market Leading Position / National coverage;

-

adopting a customer centric focus;

-

increasing the company's operational efficiency;

-

targeting R&D activity to meet new market opportunities; and

-

maintaining high levels of financial discipline and performance management at all levels within the organisation.

These initiatives, as well as continuing to invest to support and improve existing operations, will enhance growth in new and growing sectors. This is alongside the core business, where the market continues to grow as customer investment decisions are unlocked as the importance of power continuity and resilience is recognised by extreme weather events and the war in Ukraine.

PRINCIPAL RISKS AND UNCERTAINTIES

The group uses financial instruments, comprising derivatives, borrowings, cash and various other items such as trade debtors and creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group's operations. The main risk arising from the group's financial instruments is liquidity risk. Both foreign currency risks along with interest rate risks present a lower risk to the business. The directors review and agree policies for managing each of these risks and they are summarised below.

Liquidity risk

The Group continues to have strong relationships with its funding partners. In December 2025, the Group refinanced its term debt with NatWest, and the Group also has an invoice discounting facility with RBS Invoice Finance Limited. The refinancing delivered lower financing costs, increased headroom and greater flexibility, strengthening the Group's funding platform. The Group continues to manage financial risk through maintaining sufficient liquidity to meet foreseeable needs. The directors have modelled future cash flow and covenant compliance for a period of not less than 12 months from the date these financial statements are signed and have identified no liquidity risk.

Currency risk

The group is exposed to transaction and translation foreign exchange risk. Exposures are minimised by natural hedging of matching revenues and costs whenever possible. The resulting net exposure is hedged when known, mainly utilising the forward hedge market.

Interest rate risk

The Group utilises bank facilities but primarily finances its operations through trading activities and intercompany accounts. Following the refinancing completed in December 2025, the Group's principal term debt is provided by NatWest and carries interest at 2.25% above base rate. The facility has a final repayment date in December 2030. Given the Group's cash generation and overall funding structure, the directors believe that the Group's exposure to interest rate fluctuation remains manageable and will continue to be met through operating cash flows.

Research and development

Research and development costs are written off in the Statement of Comprehensive Income in the period in which they occur.

Financial

The effective management of its financial exposures is central to preserving the group's profitability. As the group operates in a number of different markets with a range of products, there is not one area which presents significant financial risk. Consequently, the financial risks follow the general UK economic conditions which are monitored on a continuing basis.

Mitigation

The group's finance team provide support to management and to ensure accurate financial reporting, forecasting and tracking of the group's business performance. Financial performance is reviewed monthly by senior management and the Board. In the event of forecasted business performance falling, the business has previously demonstrated its ability to consider and implement short, medium and long term mitigation options.

Security and Safety

The group is committed to protecting its customer and corporate data, the safety of its people and infrastructure, as well as having in place stringent fraud prevention and detection measures. A significant breach could impact the group's ability to operate.

Mitigation

The group continues to invest in new technological and physical controls and improving broader business processes in order to protect its data, employees, assets and to comply with its legal and contractual obligations.

Principal risks and uncertainties

The group's business model and the execution of its strategy is subject to a number of risks. The factors below describe the risks and uncertainties which affect the group but they are not intended to be an exhaustive analysis of all the potential risks which may arise in the ordinary course of business. The directors are of the opinion that sufficient internal controls are in place to monitor these factors and enable timely management response to mitigate these risks.

Market and competition

The group operates in a competitive environment and faces competition from a broad range of organisations. A failure to maintain the group's Service and Product proposition, in line with changing market dynamics and expectations, could erode the group's competitive position. We are currently experiencing a growth in existing and new markets together with no real increase in the competitive landscape.

Mitigation

The group operates in a number of different markets, providing a range of different Products or Services, in addition to continuing to invest in Service and Product development. The group regularly reviews its pricing strategy and competitive position to ensure that its offerings are appropriately placed within the market.

Regulatory change

The group's ability to operate or compete effectively could be adversely affected by the introduction of new laws or regulations. Conversely, changes in regulation have often opened market opportunities for the group.

Mitigation

The group actively seeks to identify and meet its regulatory obligations and to respond to emerging requirements.

Customer service

The future success of the group relies on building long term relationships with its customers. A failure to meet customers' expectations could negatively impact the group's brand and competitive position.

Mitigation

The group strives to consistently exceed its customers' expectations, to put its customers first, to understand what customers want and respond accordingly.

The group makes significant investments in order to deliver continuous improvement to its customer service, including continuing investment in IT, people, expansion of products and service offerings and providing increased coverage across the UK through an increasing network of field service engineers.

Suppliers

The group sources from a number of third parties and suppliers, mainly from within the UK, but also across the globe. A failure of an individual supplier or a discontinuation of supply, could adversely affect the group's ability to deliver in the short term.

Mitigation

The group continues to invest in its supply chain infrastructure to support the long-term business plan. A supplier selection process is in place with appropriate ongoing management and monitoring of key partners and suppliers. The company generally has dual supply capability. In relation to increased energy costs, Dale Power Solutions has introduced a Battery Energy Storage Solution alongside Solar PV generation which has reduced the cost of energy significantly, alongside reduced reliance upon National Grid and reducing its Carbon footprint

SECTION 172(1) STATEMENT

Section 172 of the Companies Act 2006 requires each director to act in the way they consider, in good faith, would most likely promote the success of the Company and its subsidiaries ('The Group') for the benefit of its stakeholders.

The directors welcome their responsibilities to promote the success of the Group in accordance with section 172. They ensure that all decisions are taken for the long term, and collectively and individually aim to always uphold the highest standards of conduct. Similarly, they acknowledge that the business can only grow and prosper over the long-term if it understands and respects the views and needs of the Group's shareholders, customers, employees, suppliers and other stakeholders to whom we are accountable, as well as the environment we operate within.

In doing this, the director must have regard, amongst other matters, to :

- The Group's reputation for high standards of business conduct;

- The likely consequences of any decision in the long term;

- The interests of the Group's employees;

- The need to foster the Group's business relationships with customers, suppliers and others; and

- The impact of the Group's operations on the community and the environment.

While the directors have overall responsibility for managing relationships with all our stakeholders, typically in larger companies, the directors fulfil their duties partly through a governance framework that delegates day-to-day decision making to the employees of the Group. The directors recognise that such delegation needs to be part of a robust governance structure, which covers our values, how we engage with our stakeholders, and how the directors assure themselves that the governance structure and systems of controls continue to be robust. The directors monitor the Group's culture to ensure that high standards of business conduct are maintained by all employees.

A key business decision for the directors is ensuring that they continue to have the right strategy in place for sustainable growth of the Group. Further details of this strategy are set out in the earlier sections of the strategic report. The Board of Directors now consists of two executives and two non-executive directors who meet on a monthly basis. With one of the two non-executive directors representing the majority of the Group's issued share capital, the majority of shareholders are directly involved in formulating the Group's strategy and are kept up to date on financial performance, health and safety, corporate governance and other regulatory issues.

Open, constructive dialogue with our employees and other key stakeholders is critical to inform the directors' decisions. The directors keep employees informed of relevant Group information including financial performance and any external factors and significant events that might have an impact on them through newsletters and briefing sessions from executive directors and other members of the senior management team. The directors visit the individual depots and meet with members from each Business Unit on a regular basis to discuss ongoing operational performance and promote constructive dialogue with all employees.

The directors are focused on and are committed to the Group continuing to deliver excellent customer service at every stage of their purchase decision and alongside our customer service is our continued focus on product range development, to ensure our products meet the ever-changing needs of our customers. The Group communicates with its customer base via various newsletters etc. in order to promote the Group and keep customers up to date with the latest developments.

The Group has developed long-term relationships with our supply chain and work with them to achieve the best results for our customers. The Group has a timetable of senior contact with suppliers of strategic importance and hold regular meetings with suppliers, covering a broad range of topics including identifying and managing any incidents of modern slavery.

The directors are committed to minimising our impact on the national environment and local communities, as well as maintaining sustainable practices in all our disciplines.

FINANCIAL KEY PERFORMANCE INDICATORS

The directors review the performance of the group through various key performance indicators. The primary financial key performance indicators used are listed below.

Sales growth is calculated by dividing the current year sales by the prior year sales and expressing the result as a percentage.

Gross profit percentage is calculated by expressing the gross margin as a percentage of sales.

Operating results percentage is calculated by expressing the operating result as a percentage of sales, excluding any exceptional costs.

Days receivable outstanding is calculated on a count back day basis, comparing the trade debtor balance as per the Statement of Financial Position to monthly sales value, stated in days.

Annual inventory turns is the rate at which stock is turned over by the group calculated as the annual cost of sales relative to the net stock value in the Statement of Financial Position.

2025

2024

£'000

£'000

Sales increase

23%

9%

Gross profit as a percentage of sales

34%

34%

Operating profit as a percentage of sales

4.9%

2.3%

Days receivable outstanding*

51 days

54 days

Days payable outstanding*

51 days

40 days

Annual inventory turns

5.5

4.9

*Calculated as an average using countback method

SECR DISCLOSURE

Energy Consumption and Carbon Emissions

Dale Power Solutions Limited reports its energy consumption and associated greenhouse gas ("GHG") emissions in accordance with the Streamlined Energy and Carbon Reporting ("SECR") framework. The Company's greenhouse gas emissions have been calculated in accordance with the GHG Protocol Corporate Accounting and Reporting Standard using the UK Government Greenhouse Gas Conversion Factors for Company Reporting 2025.

Electricity Supply and Renewable Energy

During the year, the Group procured electricity under a supply contract that includes Renewable Energy Guarantees of Origin (REGOs), covering electricity generated from renewable sources including wind, solar and hydro.

This ensures that an equivalent volume of the electricity consumed by the Group is matched with certified renewable generation.

Emissions Reporting Methodology

Scope 2 (electricity-related) emissions are disclosed using both the:

" Actual energy consumption and exposure to the UK electricity grid (location-based), and

" The contractual sourcing of renewable electricity (market-based)

The Group considers the disclosure of both location-based and market based electricity emissions to provide a balanced, transparent and comprehensive representation of its greenhouse gas performance and energy procurement strategy.

Location Based Method

This method reflects the average emissions intensity of the UK grid. Under this approach, emissions are calculated using total electricity consumption multiplied by the UK government's published grid conversion factors.

Market-based method

This method reflects the emissions associated with the specific electricity purchased by the Group. As the Group's electricity supply is covered by REGOs, the market-based emissions factor applied is materially lower than the UK grid average and is considered to be near zero for reporting purposes.

For 2025, Scope 1 and Scope 2 emissions (both location-based and market-based), and intensity ratios is set out in the table below.

Energy Source

Location Based Method

Market Based Method

Emissions

%age

Energy Use

%age

Emissions

%age

Energy Use

%age

(Kg C02) Tonnes

Split

(kWh)

Split

(Kg C02) Tonnes

Split

(kWh)

Split

Scope 1 Fleet Transport

561

79%

2,302,649

73%

561

90%

2,302,649

87%

Scope 2

Electricity

94

13%

531,041

17%

1

0%

8,264

0%

Gas

59

8%

324,463

10%

59

10%

324,463

12%

Total

714

100%

3,158,153

100%

621

100%

2,635,376

100%

Turnover

38,644

38,644

Intensity Ratio (tC02e/£M)*

18.48

16.07

*Intensity Ratio is a way of assessing the CO2 emissions generated by the Group by reference to turnover.

Energy Performance Indicators (EnPIs)

The Group monitors the following Energy Performance Indicators (EnPIs) as part of its ISO 50001 Energy Management System:

Energy Performance Indicators (EnPIs)

2025

2024

Electricity consumption (kWh per employee)

1,803

1,286

Natural gas consumption (kWh per m² of floor area)

52

123

Vehicle fuel efficiency (miles per gallon (MPG)

35

32

As a user of energy, the Group has an important role to play in tackling climate change by reducing the CO2 emissions arising from its operations and then offsetting residual emissions by way of supporting the wider environment. The Group is committed to responsible energy management and the best possible standards of energy efficiency in compliance with applicable legislation, in particular, the Energy Saving Opportunity Scheme (ESOS) and ESOS Phase 2. The directors seek to engage the continuous commitment of all stakeholders in the business and through them will identify potential areas for increased efficiency, minimising waste, and monitor and reduce energy consumption.

As a Group, we have taken practical steps to reduce our carbon impact through Building fabric improvements, including the new roof, to reduce heat loss and lower heating demand, investment in on-site solar generation, battery energy storage, EV charging infrastructure, energy efficiency improvements to the site and electricity procurement supported by REGO-backed supply arrangements. These initiatives reflect our commitment to responsible energy management and to making measurable progress in reducing operational emissions within the UK backup power sector.

Our strategy focuses on five key pillars:

- On-site solar generation and battery storage

- Energy efficiency improvements / upgrades

- 100% renewable electricity procurement

- Transition to electric and hybrid vehicles

- Supporting accredited environmental projects to offset residual emissions

The Group views the above commitments as long-term investments for the future and continually reviews internal and external factors in order to introduce policies and best practice which will have a positive impact.

ON BEHALF OF THE BOARD:

A W Marr - Director

28 August 2026

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company to a group whose main trading entity is Dale Power Solutions Limited.

Dale Power Solutions Limited has been established almost 90 years and has traded in a large number of market sectors on a global basis. The company manufactures, installs and services Generators, UPS, and ancillary equipment, it also provides renewable energy solutions like battery storage systems. Dale Power Solutions Limited's business model focuses on its technical capabilities, identifying and implementing the most appropriate energy solution to meet its customers' requirements. The company also offers life cycle monitoring and condition based maintenance programmes nationally through teams of mechanical and electrical service engineers. This provides customers with the best possible solution and customer experience on a 24/7 basis.

Dale Power Solutions Limited's strength is based on continuing its investment in its people and infrastructure, providing reliable, quality products and support services, underpinned by excellent technical knowledge and quality manufacturing.

DIVIDENDS

No dividends have been declared during the year (2024 - £Nil).

DIRECTORS

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

A W Marr

G L Hepburn

M A Biagioni

T J Swales

GOING CONCERN

The financial statements have been prepared on a going concern basis. In making this assessment, the directors have considered the company's financial position, its role within the wider DEPS group, and the forecasts prepared for a period of at least twelve months from the date of approval of these financial statements.

The company is the ultimate holding company and does not trade independently. Accordingly, the company's ability to meet its obligations as they fall due is closely linked to the performance, liquidity and funding arrangements of the wider DEPS group.

The directors have reviewed detailed group cash flow forecasts and financial projections which demonstrate that the group is expected to have sufficient liquidity to meet its obligations as they fall due for the foreseeable future. These forecasts take into account existing financing arrangements, including intra group funding, committed facilities and recent refinancing activity completed during the year, which has increased liquidity headroom and reduced overall financing costs, as well as the expected trading performance of the operating subsidiaries.

In forming their conclusion, the directors have also considered the current geopolitical and macro economic environment. This includes ongoing global conflicts and instability, most notably the risk of disruption to energy markets arising from tensions and military activity in the Middle East. Such events could lead to increased fuel and energy costs, supply chain disruption and inflationary pressures, which may adversely impact the operating costs and margins of the group's trading entities.

Despite the above, sensitivity analysis has been performed on the group forecasts to assess the impact of adverse but plausible scenarios. The directors note that, while these scenarios may place pressure on group performance, the forecasts indicate that the group would remain able to operate within available funding and liquidity headroom.

The directors have therefore concluded that it remains appropriate to prepare the financial statements on a going concern basis.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

The company has provided an indemnity for its directors, which is a qualifying third-party indemnity provision for the purposes of the Companies Act 2006.

MATTERS COVERED IN THE STRATEGIC REPORT

Disclosures required under S416(4) of the Companies Act 2006 are commented upon in the strategic report as the directors consider them to be of strategic importance to the group.

EQUAL OPPORTUNITIES COMMITMENT

Dale Power Solutions is dedicated to diversity and equal opportunity for all, including individuals with disabilities. We emphasise respect, fairness, and recognise each individual's unique skills and potential. Our commitment includes:

- Recruitment: Fair assessment of all applications.

- Support: Tailored assistance for disabled employees.

- Career Development: Equal training and promotion opportunities.

At Dale Power Solutions, we support all employees without prejudice throughout their employment.

DIRECTORS' RESPONSIBILITIES STATEMENT

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director 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 group's auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

A W Marr - Director

28 August 2026

Opinion

We have audited the financial statements of DEPS Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated 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 United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

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:

As part of the audit, we gained an understanding of the legal and regulatory framework applicable to the

Company and the industry in which it operates, and considered the risk of acts by the Company that were

contrary to applicable laws and regulations, including fraud. We considered the Company’s compliance

with laws and regulations that have a direct impact on the financial statements including, but not limited

to, UK company law and UK tax legislation, and we have considered the extent to which non-compliance

might have a material effect on the company financial statements.

Based on our understanding, we designed our audit procedures to identify instances of non-compliance

with such laws and regulations. Our procedures included inquiries of management and of the directors,

reviewing the financial statement disclosures, agreeing to underlying supporting documentation where

necessary, review of Board meeting minutes and review of any applicable correspondence with legal

counsel or tax authorities. We considered the susceptibility of the financial statements to fraud through the

risk of management override.

In respect of management override, we tested journal entries processed during the year, and subsequent

to the year end, and considered bias in accounting estimates, including provisions of intercompany

debtors. We specifically reviewed manual journal postings to revenue and cash to assess for any evidence of manipulation of account balances.

Our audit procedures were designed to respond to risks of material misstatement in the financial

statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than

the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for

example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit

procedures performed and the further removed non-compliance with laws and regulations is from the

events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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

Use of our report

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

Jacqueline Godden FCCA (Senior Statutory Auditor)

for and on behalf of Fortus Audit LLP

5 & 6 Manor Court

Manor Garth

Scarborough

North Yorkshire

YO11 3TU

28 August 2026

TURNOVER

3

39,292

32,045

Cost of sales

25,995

21,271

GROSS PROFIT

13,297

10,774

Distribution costs

2,321

2,118

Administrative expenses

9,057

7,980

11,378

10,098

1,919

676

Other operating income

4

9

58

OPERATING PROFIT

1,928

734

Interest receivable and similar income

6

8

1

1,936

735

Interest payable and similar expenses

7

2,765

1,106

LOSS BEFORE TAXATION

8

(829

)

(371

)

Tax on loss

9

276

251

LOSS FOR THE FINANCIAL YEAR

(1,105

)

(622

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,105

)

(622

)

Loss attributable to:

Owners of the parent

(1,105

)

(622

)

Total comprehensive income attributable to:

Owners of the parent

(1,105

)

(622

)

FIXED ASSETS

Intangible assets

11

703

1,187

Tangible assets

12

2,242

2,057

Investments

13

-

-

2,945

3,244

CURRENT ASSETS

Stocks

14

3,752

4,079

Debtors

15

10,326

10,923

Cash at bank and in hand

725

391

14,803

15,393

CREDITORS

Amounts falling due within one year

16

9,794

11,928

NET CURRENT ASSETS

5,009

3,465

TOTAL ASSETS LESS CURRENT LIABILITIES

7,954

6,709

CREDITORS

Amounts falling due after more than one year

17

(17,860

)

(15,491

)

PROVISIONS FOR LIABILITIES

20

(234

)

(253

)

NET LIABILITIES

(10,140

)

(9,035

)

CAPITAL AND RESERVES

Called up share capital

21

1

1

Share premium

22

140

140

Retained earnings

22

(10,281

)

(9,176

)

SHAREHOLDERS' FUNDS

(10,140

)

(9,035

)

The financial statements were approved by the Board of Directors and authorised for issue on 28 August 2026 and were signed on its behalf by:

A W Marr - Director

CURRENT ASSETS

Debtors

15

1,486

64

Cash at bank

91

14

1,577

78

CREDITORS

Amounts falling due within one year

16

100

-

NET CURRENT ASSETS

1,477

78

TOTAL ASSETS LESS CURRENT LIABILITIES

1,477

78

CREDITORS

Amounts falling due after more than one year

17

1,408

-

NET ASSETS

69

78

CAPITAL AND RESERVES

Called up share capital

21

1

1

Share premium

140

140

Retained earnings

(72

)

(63

)

SHAREHOLDERS' FUNDS

69

78

Company's loss for the financial year

(9

)

(45

)

The financial statements were approved by the Board of Directors and authorised for issue on 28 August 2026 and were signed on its behalf by:

A W Marr - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£'000

£'000

£'000

£'000

Balance at 1 January 2024

1

(8,554

)

99

(8,454

)

Changes in equity

Issue of share capital

-

-

41

41

Total comprehensive income

-

(622

)

-

(622

)

Balance at 31 December 2024

1

(9,176

)

140

(9,035

)

Changes in equity

Total comprehensive income

-

(1,105

)

-

(1,105

)

Balance at 31 December 2025

1

(10,281

)

140

(10,140

)