Nicklin Capital Ltd Group accounts (Group and Company)

COMPANY REGISTRATION NUMBER: 14162346

Nicklin Capital Ltd

Financial Statements

31 December 2025

Nicklin Capital Ltd

Financial Statements

Year ended 31 December 2025

Contents	Page

Officers and professional advisers	1

Strategic report	2

Directors' report	4

Independent auditor's report to the members	6

Consolidated statement of comprehensive income	10

Consolidated statement of financial position	11

Company statement of financial position	12

Consolidated statement of changes in equity	13

Company statement of changes in equity	14

Consolidated statement of cash flows	15

Notes to the financial statements	16

Nicklin Capital Ltd

Officers and Professional Advisers

The board of directors	Mrs H J Grainger
	Mr J D Nicklin
	Mr J P Nicklin
	Mrs P F Nicklin
	Mr P J Nicklin
	Mr J D Nicklin

Company secretary	Mrs H J Grainger

Registered office	Jason House
	91-95 King William Street
	Amblecote
	Stourbridge
	West Midlands
	DY8 4EY

Auditor	TC Group
	Statutory auditor
	3B Swallowfield Courtyard
	Wolverhampton Road
	Oldbury
	West Midlands
	B69 2JG

Nicklin Capital Ltd

Strategic Report

Year ended 31 December 2025

Business review

Nicklin Capital Ltd was formed in June 2022 and acquired 100% of the share capital in HVC Supplies (Stourbridge) Limited in September 2022. The directors are happy to report that 2025 continued the trend of recent years with HVC experiencing further growth. Turnover increased for the fifth consecutive year, for the first time exceeding £19m to finish at £19.3m. Significantly increased exports to the EU were the main driver for this, whilst domestic sales within the UK grew modestly. Similarly to as reported in 2024, percentage terms profitability slipped slightly, with profit before tax being £3.5m. Largely caused by increased staffing costs, this can be attributed both to increased costs of employment (NI and minimum wage of particular note) and continued growth in administrative staff numbers to ensure growth remains sustainable and managed. In-spite of the above, a keen eye on overall staffing and process efficiency has maintained our long-term trend of increasing productivity, with turnover per employee increasing again by nearly 5%. In line with HVC's longstanding conservative values, much of 2025's profit has remained within the business. Total reserves now sit at nearly £17m with cash reserves approaching £8m. The directors have every intention of using these resources to continue to make significant investments into operations, ensuring HVC is kept at the forefront of the UK ventilation industry. Research and development continues apace with both new products and evolutions of existing products being worked on constantly. Our links with clients, suppliers, regulatory bodies and third-party testing organisations all being invaluable in guiding this process to bring the best possible products to market. As always, improvement, innovation and growth remain our firm focuses.

Principal risks and uncertainties

Any of the following could materially and adversely impact the results of operations of our business. Loss of or changes in, building automation or facility management supply contracts with our major customers; delays or difficulties in new product development; the introduction of similar or superior technologies; financial instability or market decline of our major or component suppliers; a decline in new construction project starts in all sectors; changes in energy costs or governmental regulations that would decrease the incentive for customers to update or improve their interior control systems; increased energy efficiency legislation requirements and a decline in the outsourcing of facility management services. With regards to external events, two issues are worthy of particular note due to their potential to adversely impact business: - The Iran war has added to an already volatile international environment, with strikes on aluminium smelters in the middle-east resulting in large price increases throughout H1 2026 being of particular concern to us. - Within the UK, widely reported delays in project starts caused by the Building Safety Regulator's new gateway system have undoubtedly resulted in a slow down of certain product lines. The company continues with risk management and operational policies with procedures implemented in all areas of the business. Furthermore, there is a robust supervision structure which allows management to account for the delivery of the company's contracts and to oversee relationships with its key stakeholders. Future Developments There are no significant future developments that the directors believe will impact the group.

This report was approved by the board of directors on 19 August 2026 and signed on behalf of the board by:

Mrs H J Grainger

Director

Registered office:

Jason House

91-95 King William Street

Amblecote

Stourbridge

West Midlands

DY8 4EY

Nicklin Capital Ltd

Directors' Report

Year ended 31 December 2025

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

Directors

The directors who served the company during the year were as follows:

Mrs H J Grainger
Mr J D Nicklin
Mr J P Nicklin
Mrs P F Nicklin
Mr P J Nicklin
Mr J D Nicklin

Dividends

Particulars of recommended dividends are detailed in note 12 to the financial statements.

Future developments

The group has chosen to disclose some of the information required by company law in the Strategic Report. This information is the review of the business including an indication of likely future developments and research and development activities.

Financial instruments

The group is exposed to some financial currency risk. The group hedges foreign currency risk by holding amounts paid by US customers in dollars to pay for purchases in US dollars. As amounts build up in the US dollar account and the exchange rate is favourable, the group will convert these balances back into GBP Sterling. Given the cash reserves of the group, a long term view of exchange rate risk can be taken by the Directors.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 group and the company and 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 judgments and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.

This report was approved by the board of directors on 19 August 2026 and signed on behalf of the board by:

Mrs H J Grainger

Director

Registered office:

Jason House

91-95 King William Street

Amblecote

Stourbridge

West Midlands

DY8 4EY

Nicklin Capital Ltd

Independent Auditor's Report to the Members of Nicklin Capital Ltd

Year ended 31 December 2025

Opinion

We have audited the financial statements of Nicklin Capital Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the consolidated statement of comprehensive income, the consolidated balance sheet, company balance sheet, the consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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's affairs as at 31 December 2025 and of its profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and - have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 or 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of of this other information, we are required to report that fact. We have nothing to report in this regard

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors’ report has 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 its environment obtained in the course of `the audit, we have not identified material misstatements in the directors’ report. 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 directors’ remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit; or - the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors’ report and take advantage of the small companies exemption from the requirement to prepare a strategic report.

Responsibilities of directors

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

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. Extent to which the audit was considered capable of detecting irregularities, including fraud: The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management. Our approach was as follows: - We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations; - We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK; - We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration; - We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit; - We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error. Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Use of our report

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

Philippa Miller-Hawkes BA CA

(Senior Statutory Auditor)

For and on behalf of

TC Group

Statutory auditor

3B Swallowfield Courtyard

Wolverhampton Road

Oldbury

West Midlands

B69 2JG

19 August 2026

Nicklin Capital Ltd

Consolidated Statement of Comprehensive Income

Year ended 31 December 2025

		2025	2024
Note		£	£
Turnover	4	19,273,956	17,618,985

Cost of sales	11,295,211	10,228,383
	-------------	-------------
Gross profit	7,978,745	7,390,602

Administrative expenses		4,565,839	3,926,266
Other operating income	5	47,213	–
		------------	------------
Operating profit	6	3,460,119	3,464,336

Other interest receivable and similar income	10	71,483	193,734
		------------	------------
Profit before taxation		3,531,602	3,658,070

Tax on profit	11	875,728	931,414
		------------	------------
Profit for the financial year		2,655,874	2,726,656
		------------	------------

Tax relating to components of other comprehensive income	–	18,717
Tax relating to components of other comprehensive income	–	( 18,717)
	----	--------
Other comprehensive income for the year	–	–
	------------	------------
Total comprehensive income for the year	2,655,874	2,726,656
	------------	------------

All the activities of the group are from continuing operations.

Nicklin Capital Ltd

Consolidated Statement of Financial Position

31 December 2025

	2025	2024
Note	£	£

Fixed assets

Tangible assets	13	2,436,378	2,642,034
Investments	14	2,519,114	2,519,114
		------------	------------
		4,955,492	5,161,148

Current assets

Stocks	15	3,514,097	3,389,848
Debtors	16	4,148,583	3,942,921
Cash at bank and in hand		7,894,866	6,581,630
		-------------	-------------
		15,557,546	13,914,399

Creditors: amounts falling due within one year	17	3,368,009	2,081,700
		-------------	-------------
Net current assets		12,189,537	11,832,699
		-------------	-------------
Total assets less current liabilities		17,145,029	16,993,847

Creditors: amounts falling due after more than one year	18	–	20,000

Provisions	19	447,337	522,029
		-------------	-------------
Net assets		16,697,692	16,451,818
		-------------	-------------

Capital and reserves

Called up share capital	24	2,000	2,000
Other reserves, including the fair value reserve	25	13,630,106	13,630,106
Profit and loss account	25	3,065,586	2,819,712
		-------------	-------------
Shareholders funds		16,697,692	16,451,818
		-------------	-------------

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.

These financial statements were approved by the board of directors and authorised for issue on 19 August 2026 , and are signed on behalf of the board by:

Mrs H J Grainger

Director

Company registration number: 14162346

Nicklin Capital Ltd

Company Statement of Financial Position

31 December 2025

	2025	2024
Note	£	£

Fixed assets

Investments	14	2,521,114	2,521,114

Current assets

Debtors	16	73	–
Cash at bank and in hand		1,918,391	2,395,444
		------------	------------
		1,918,464	2,395,444

Creditors: amounts falling due within one year	17	1,577,837	817,423
		------------	------------
Net current assets		340,627	1,578,021
		------------	------------
Total assets less current liabilities		2,861,741	4,099,135

Provisions	19	128,212	128,212
		------------	------------
Net assets		2,733,529	3,970,923
		------------	------------

Capital and reserves

Called up share capital	24	2,000	2,000
Other reserves, including the fair value reserve	25	477,746	477,746
Profit and loss account	25	2,253,783	3,491,177
		------------	------------
Shareholders funds		2,733,529	3,970,923
		------------	------------

The profit for the financial year of the parent company was £ 1,172,606 (2024: £ 1,616,252 ).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.

These financial statements were approved by the board of directors and authorised for issue on 19 August 2026 , and are signed on behalf of the board by:

Mrs H J Grainger

Director

Company registration number: 14162346

Nicklin Capital Ltd

Consolidated Statement of Changes in Equity

Year ended 31 December 2025

			Called up share capital	Other reserves, including the fair value reserve	Profit and loss account	Total
			£	£	£	£
At 1 January 2024			2,000	13,648,823	1,164,339	14,815,162

Profit for the year					2,726,656	2,726,656
Other comprehensive income for the year:
	Tax relating to components of other comprehensive income		–	–	18,717	18,717
	Tax relating to components of other comprehensive income	11	–	( 18,717)	–	( 18,717)
			-------	-------------	------------	-------------
Total comprehensive income for the year			–	( 18,717)	2,745,373	2,726,656

Dividends paid and payable		12	–	–	( 1,090,000)	( 1,090,000)
			-------	-------------	------------	-------------
Total investments by and distributions to owners			–	–	( 1,090,000)	( 1,090,000)

At 31 December 2024			2,000	13,630,106	2,819,712	16,451,818

Profit for the year					2,655,874	2,655,874
			-------	-------------	------------	-------------
Total comprehensive income for the year			–	–	2,655,874	2,655,874

Dividends paid and payable		12	–	–	( 2,410,000)	( 2,410,000)
			----	----	------------	------------
Total investments by and distributions to owners			–	–	( 2,410,000)	( 2,410,000)

			-------	-------------	------------	-------------
At 31 December 2025			2,000	13,630,106	3,065,586	16,697,692
			-------	-------------	------------	-------------

Nicklin Capital Ltd

Company Statement of Changes in Equity

Year ended 31 December 2025

			Called up share capital	Revaluation reserve	Other reserves, including the fair value reserve	Profit and loss account	Total
			£	£	£	£	£
At 1 January 2024			2,000	18,717	477,746	2,946,208	3,444,671

Profit for the year						1,616,252	1,616,252
Other comprehensive income for the year:
	Tax relating to components of other comprehensive income		–	(18,717)	–	18,717	–
			-------	--------	---------	------------	------------
Total comprehensive income for the year			–	( 18,717)	–	1,634,969	1,616,252

Dividends paid and payable		12	–	–	–	( 1,090,000)	( 1,090,000)
			-------	--------	---------	------------	------------
Total investments by and distributions to owners			–	–	–	( 1,090,000)	( 1,090,000)

At 31 December 2024			2,000	–	477,746	3,491,177	3,970,923

Profit for the year						1,172,606	1,172,606
			-------	--------	---------	------------	------------
Total comprehensive income for the year			–	–	–	1,172,606	1,172,606

Dividends paid and payable		12	–	–	–	( 2,410,000)	( 2,410,000)
			----	----	----	------------	------------
Total investments by and distributions to owners			–	–	–	( 2,410,000)	( 2,410,000)

			-------	----	---------	------------	------------
At 31 December 2025			2,000	–	477,746	2,253,783	2,733,529
			-------	----	---------	------------	------------

Nicklin Capital Ltd

Consolidated Statement of Cash Flows

Year ended 31 December 2025

	2025	2024
	£	£

Cash flows from operating activities

Profit for the financial year	2,655,874	2,726,656

Adjustments for:
Depreciation of tangible assets	580,025	470,038
Fair value adjustment of investment property	–	( 45,535)
Government grant income	( 20,000)	–
Other interest receivable and similar income	( 71,483)	( 193,734)
Gains on disposal of tangible assets	( 3,958)	( 220)
Tax on profit	875,728	931,414

Changes in:
Stocks	( 124,249)	( 101,043)
Trade and other debtors	( 205,589)	81,538
Trade and other creditors	390,037	( 666,472)
	------------	------------
Cash generated from operations	4,076,385	3,202,642

Interest received	71,410	193,734
Tax paid	( 720,871)	( 519,597)
	------------	------------
Net cash from operating activities	3,426,924	2,876,779
	------------	------------

Cash flows from investing activities

Purchase of tangible assets	( 465,636)	( 1,092,299)
Proceeds from sale of tangible assets	95,225	8,265
	------------	------------
Net cash used in investing activities	( 370,411)	( 1,084,034)
	------------	------------

Cash flows from financing activities

Proceeds from borrowings	666,723	13,785
Dividends paid	( 2,410,000)	( 1,500,000)
	------------	------------
Net cash used in financing activities	( 1,743,277)	( 1,486,215)
	------------	------------

Net increase in cash and cash equivalents	1,313,236	306,530
Cash and cash equivalents at beginning of year	6,581,630	6,275,100
	------------	------------
Cash and cash equivalents at end of year	7,894,866	6,581,630
	------------	------------

Nicklin Capital Ltd

Notes to the Financial Statements

Year ended 31 December 2025

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Jason House, 91-95 King William Street, Amblecote, Stourbridge, West Midlands, DY8 4EY.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss. The financial statements are prepared in sterling, which is the functional currency of the entity. The accounts have been rounded to the nearest pound.

Disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:

(a) Disclosures in respect of each class of share capital have not been presented.

(b) No cash flow statement has been presented for the company.

(c) Disclosures in respect of financial instruments have not been presented.

(d) No disclosure has been given for the aggregate remuneration of key management personnel.

Consolidation

The financial statements consolidate the financial statements of the Group and all of its subsidiary undertakings. The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes. The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not included its individual statement of comprehensive income.

Judgements and key sources of estimation uncertainty

The following are the critical judgements that the directors have made in the process of applying the company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements: Valuation of stock Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost is calculated using the first-in, first out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition. Valuation of investment property Investment property is valued by the directors at fair value by reference to property values and rental returns in the local area. Useful life and residual values of tangible fixed assets The useful life and residual value of tangible assets are estimated based on the class of asset.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

Lease income is recognised in profit or loss on a straight line basis over the lease term. The aggregate cost of lease incentives are recognised as a reduction to income over the lease term on a straight-line basis. Costs, including depreciation, incurred in earning the lease income are recognised as an expense. Any initial direct costs incurred in negotiating and arranging the operating lease are added to the carrying amount of the lease and recognised as an expense over the lease term on the same basis as the lease income.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Freehold property	-	4% straight line
Plant and machinery	-	20% straight line
Fixtures and fittings	-	20% straight line
Motor vehicles	-	25% reducing balance

	Laboratory on site	-	20 % straight line

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Investment Property

Investment property is initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Investment property is revalued to its fair value at each reporting date and any changes in fair value are recognised in profit and loss.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

Government grants

Grants relating to assets are recognised in income on a systematic basis over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income and not deducted from the carrying amount of the asset.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Turnover

Turnover arises from:

	2025	2024
	£	£
Sale of goods	19,107,954	17,450,295
Property income	166,002	168,690
	-------------	-------------
	19,273,956	17,618,985
	-------------	-------------

The turnover is attributable to the one principal activity of the group. An analysis of turnover by the geographical markets that substantially differ from each other is given below:

	2025	2024
	£	£
United Kingdom	15,417,979	15,298,548
Overseas	3,855,977	2,320,437
	-------------	-------------
	19,273,956	17,618,985
	-------------	-------------

5. Other operating income

	2025	2024
	£	£
Government grant income	20,000	–
Other operating income	27,213	–
	--------	----
	47,213	–
	--------	----

6. Operating profit

Operating profit or loss is stated after charging/crediting:

	2025	2024
	£	£
Depreciation of tangible assets	580,025	470,038
Gains on disposal of tangible assets	( 3,958)	( 220)
Fair value adjustments to investment property	–	( 45,535)
Impairment of trade debtors	(9,133)	31,318
(Gains)/losses on foreign currency translation	20,475	(19,916)
Cost of stock recognised as an expense	6,420,074	5,777,820
	------------	------------

7. Auditor's remuneration

	2025	2024
	£	£
Fees payable for the audit of the financial statements	14,000	13,000
	--------	--------

8. Staff costs

The average number of persons employed by the group during the year, including the directors, amounted to:

	2025	2024
	No.	No.
Production staff	102	100
Administrative staff	30	26
Management staff	7	7
	----	----
	139	133
	----	----

The aggregate payroll costs incurred during the year, relating to the above, were:

	2025	2024
	£	£
Wages and salaries	5,837,838	5,177,464
Social security costs	661,934	502,802
Other pension costs	190,617	178,297
	------------	------------
	6,690,389	5,858,563
	------------	------------

9. Directors' remuneration

The directors' aggregate remuneration in respect of qualifying services was:

	2025	2024
	£	£
Remuneration	811,209	820,836
Company contributions to defined contribution pension plans	94,879	93,542
	---------	---------
	906,088	914,378
	---------	---------

The number of directors who accrued benefits under company pension plans was as follows:

	2025	2024
	No.	No.
Defined contribution plans	4	4
	----	----

Remuneration of the highest paid director in respect of qualifying services:

	2025	2024
	£	£
Aggregate remuneration	169,609	99,181
	---------	--------

The directors' remuneration disclosed includes remuneration paid to directors of subsidiary undertakings in addition to the directors of the parent company.

10. Other interest receivable and similar income

	2025	2024
	£	£
Interest on cash and cash equivalents	98,400	81,037
Interest on bank deposits	–	70,500
Interest on corporation tax	(26,917)	42,197
	--------	---------
	71,483	193,734
	--------	---------

During the year, the group recognised a charge of £26,917 in respect of corporation tax interest. The charge arose following a review and reallocation of payments by HMRC, which resulted in the reversal of corporation tax interest receivable previously recognised by the group.

11. Tax on profit

Major components of tax expense

	2025	2024
	£	£

Current tax:

UK current tax expense	950,420	721,897

Deferred tax:

Origination and reversal of timing differences	( 74,692)	209,517
	---------	---------
Tax on profit	875,728	931,414
	---------	---------

Tax recognised as other comprehensive income or equity

The aggregate current and deferred tax relating to items recognised as other comprehensive income or equity for the year was £Nil

(2024: £ 18,717 ).

Reconciliation of tax expense

The tax assessed on the profit on ordinary activities for the year is lower than (2024: higher than) the standard rate of corporation tax in the UK of 25 % (2024: 25 %).

	2025	2024
	£	£
Profit on ordinary activities before taxation	3,531,602	3,658,070
	------------	------------
Profit on ordinary activities by rate of tax	882,161	914,517
Effect of expenses not deductible for tax purposes	18,853	18,069
Enhanced research & development expenditure	–	5,307
Patent box deduction	(25,286)	(6,479)
	------------	------------
Tax on profit	875,728	931,414
	------------	------------

12. Dividends

	2025	2024
	£	£
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year )	1,410,000	500,000
Dividends proposed before the year end and recognised as a liability	1,000,000	590,000
	------------	---------

13. Tangible assets

Group	Freehold property	Plant and machinery	Fixtures and fittings	Motor vehicles	Laboratory	Total
	£	£	£	£	£	£
Cost
At 1 Jan 2025	1,760,078	2,418,958	347,259	718,669	37,439	5,282,403
Additions	–	59,047	–	406,589	–	465,636
Disposals	–	–	–	( 249,654)	–	( 249,654)
	------------	------------	---------	---------	--------	------------
At 31 Dec 2025	1,760,078	2,478,005	347,259	875,604	37,439	5,498,385
	------------	------------	---------	---------	--------	------------
Depreciation
At 1 Jan 2025	786,128	1,242,672	265,017	331,652	14,900	2,640,369
Charge for the year	70,410	344,716	20,559	136,852	7,488	580,025
Disposals	–	–	–	( 158,387)	–	( 158,387)
	------------	------------	---------	---------	--------	------------
At 31 Dec 2025	856,538	1,587,388	285,576	310,117	22,388	3,062,007
	------------	------------	---------	---------	--------	------------
Carrying amount
At 31 Dec 2025	903,540	890,617	61,683	565,487	15,051	2,436,378
	------------	------------	---------	---------	--------	------------
At 31 Dec 2024	973,950	1,176,286	82,242	387,017	22,539	2,642,034
	------------	------------	---------	---------	--------	------------

The company has no tangible assets.

14. Investments

Group	Investment property
	£
Cost
At 1 January 2025 and 31 December 2025	2,519,114
	------------
Impairment
At 1 January 2025 and 31 December 2025	–
	------------

Carrying amount
At 1 January 2025 and 31 December 2025	2,519,114
	------------
At 31 December 2024	2,519,114
	------------

Company	Shares in group undertakings	Investment property	Total
	£	£	£
Cost
At 1 January 2025 and 31 December 2025	2,000	2,519,114	2,521,114
	-------	------------	------------
Impairment
At 1 January 2025 and 31 December 2025	–	–	–
	-------	------------	------------

Carrying amount
At 1 January 2025 and 31 December 2025	2,000	2,519,114	2,521,114
	-------	------------	------------
At 31 December 2024	2,000	2,519,114	2,521,114
	-------	------------	------------

Investment property was valued on an open market basis on 31 December 2025 by the Directors of the Group. If investment property had not been revalued it would have been included at the historical cost of £1,913,156 (2024 - £1,913,156), which are the costs incurred prior to the group reconstruction.

Subsidiaries, associates and other investments

Details of the investments in which the group and the parent company have an interest of 20% or more are as follows:

	Class of share	Percentage of shares held
Subsidiary undertakings
H.V.C. Supplies (Stourbridge) Limited	Ordinary	100

15. Stocks

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Raw materials and consumables	3,361,127	3,181,013	–	–
Work in progress	52,383	61,066	–	–
Finished goods and goods for resale	100,587	147,769	–	–
	------------	------------	----	----
	3,514,097	3,389,848	–	–
	------------	------------	----	----

16. Debtors

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Trade debtors	3,968,409	3,783,623	–	–
Prepayments and accrued income	166,556	131,580	73	–
Other debtors	13,618	27,718	–	–
	------------	------------	----	----
	4,148,583	3,942,921	73	–
	------------	------------	----	----

17. Creditors: amounts falling due within one year

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Trade creditors	620,784	417,429	1,047	456
Accruals and deferred income	181,476	174,303	–	–
Corporation tax	610,340	380,791	17,669	32,434
Social security and other taxes	315,329	256,336	–	–
Director loan accounts	1,351,256	684,533	1,351,256	684,533
Other creditors	80,959	68,308	–	–
Other creditors	207,865	100,000	207,865	100,000
	------------	------------	------------	---------
	3,368,009	2,081,700	1,577,837	817,423
	------------	------------	------------	---------

18. Creditors: amounts falling due after more than one year

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Accruals and deferred income	–	20,000	–	–
	----	--------	----	----

19. Provisions

Group	Deferred tax (note 20)
	£
At 1 January 2025	522,029
Additions	( 74,692)
	---------
At 31 December 2025	447,337
	---------

Company	Deferred tax (note 20)
	£
At 1 January 2025	128,212
	---------
At 31 December 2025	128,212
	---------

20. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Included in provisions (note 19)	447,337	522,029	128,212	128,212
	---------	---------	---------	---------

The deferred tax account consists of the tax effect of timing differences in respect of:

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Accelerated capital allowances	323,983	396,201	–	–
Fair value adjustment of investment property	128,212	128,212	128,212	128,212
Pension plan obligations	( 4,858)	( 2,384)	–	–
	---------	---------	---------	---------
	447,337	522,029	128,212	128,212
	---------	---------	---------	---------

21. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 190,617 (2024: £ 178,297 ).

At the year end, contributions of £28,817 (2024 - £20,825) were due to the fund.

22. Government grants

The amounts recognised in the financial statements for government grants are as follows:

Group		Company
2025	2024	2025	2024
£	£	£	£

Recognised in creditors:

Deferred government grants due after more than one year	–	20,000	–	–
	----	--------	----	----

Recognised in other operating income:

Government grants recognised directly in income	20,000	–	–	–
	--------	----	----	----

23. Financial instruments

The carrying amount for each category of financial instrument is as follows:

Financial assets that are debt instruments measured at amortised cost

	Group
	2025	2024
	£	£
Cash at bank	7,894,866	6,581,630
Trade debtors	3,968,409	3,783,623
Other debtors	13,618	27,718
	-------------	-------------
	11,876,893	10,392,971
	-------------	-------------

Financial liabilities measured at amortised cost

	Group
	2025	2024
	£	£
Trade creditors	620,784	417,429
Accruals	181,476	174,303
Other creditors	288,824	168,308
	------------	---------
	1,091,084	760,040
	------------	---------

24. Called up share capital

Issued, called up and fully paid

	2025		2024
	No.	£	No.	£
Ordinary shares of £ 1 each	2,000	2,000	2,000	2,000
	-------	-------	-------	-------

25. Reserves

Profit and loss account - This reserve records retained earnings and accumulated losses, net of dividends paid and other adjustments. Merger reserve - This reserve represents the net assets of the subsidiary at the point of acquisition.

26. Analysis of changes in net debt

	At 1 Jan 2025	Cash flows	At 31 Dec 2025
	£	£	£
Cash at bank and in hand	6,581,630	1,313,236	7,894,866
Debt due within one year	(684,533)	(666,723)	(1,351,256)
	------------	------------	------------
	5,897,097	646,513	6,543,610
	------------	------------	------------

Nicklin Capital Ltd

Notes to the Financial Statements (continued)

Year ended 31 December 2025

27. Operating leases

As lessee

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

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Not later than 1 year	158,970	158,970	–	–
Later than 1 year and not later than 5 years	635,880	635,880	–	–
Later than 5 years	421,924	580,894	–	–
	------------	------------	----	----
	1,216,774	1,375,744	–	–
	------------	------------	----	----

Operating leases relate to the rental of a warehouse in Pensnett entered into during the current financial year.

As lessor

The total future minimum lease payments receivable under non-cancellable operating leases are as follows:

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Not later than 1 year	78,165	89,146	78,165	89,146
Later than 1 year and not later than 5 years	131,954	42,360	131,954	42,360
	---------	---------	---------	---------
	210,119	131,506	210,119	131,506
	---------	---------	---------	---------

28. Related party transactions

Group

The key management of the Group are considered to be the directors, and this figure can be found within the Directors' remuneration note.

29. Controlling party

There is no one ultimate controlling party.