In accordance with section 444 of the Companies Act 2006, all of the members of the company have consented to the preparation of abridged financial statements pursuant to paragraph 1A of Schedule 1 to the Small Companies and Groups (Accounts and Directors’ Report) Regulations (SI 2008/409)(b).

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

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

The notes on pages 10 to 18 form part of these financial statements.

Vestatec Distribution Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Park Road, Hampton Wick, Kingston Upon Thames, England, United Kingdom, KT1 4AS.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Revenue relating to non-cancellable subscriptions is recognised over the term of the subscription agreement on a straight-line basis.

Amounts received in advance of the recognition criteria being met are deferred and released to the profit and loss account over the period in which the related services are provided in accordance with Section 23 of FRS 102.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset and is credited or charged to profit or loss.

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

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Provision is made where necessary for obsolete and slow-moving stocks where appropriate.

Cash and cash equivalents comprise cash at bank and in hand.

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

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

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

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

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

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

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

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

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is recognised for all timing differences that have originated but not reversed at the balance sheet date and is measured using tax rates and laws enacted or substantively enacted at the balance sheet date.

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in the profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

Management recognises deferred income from customer contracts over time. The allocation of revenue to the appropriate periods is based on management's assessment of the service period. Judgement is applied in ensuring revenue is matched to performance obligations as per the customer contracts, generally between 1-3 years. The estimate affects the timing of turnover recognition and the carrying value of deferred income. While the risk of material change is low due to contractual certainty, it remains a key estimate due to the magnitude of deferred income.

The average monthly number of persons (including directors) employed by the company during the year was:

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The shares were issued to employees on the exercise of share options.

During the year, the Company operated an Enterprise Management Incentive (“EMI”) share option scheme as part of its share-based payment arrangements.

All outstanding EMI options were exercised in August 2025 in connection with the completion of the Employee Ownership Trust (“EOT”) transaction. The exercise of these options resulted in the issue and/or transfer of equity shares to the option holders immediately prior to, or contemporaneously with, completion of the EOT.

The total charge recognised in profit or loss in respect of share-based payment transactions during the year was £10,759 (2024: £4,611). This amount reflects the fair value of options granted, spread over the vesting period, in accordance with FRS 102.

At the balance sheet date, no EMI options remained outstanding (2024: 2,608 options outstanding).

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

During the year the company made a contribution/gift of £3,164,909 (2024: £Nil) to the Vestatec Distribution Limited Employee Ownership Trust (the "EOT").

The EOT is a related party of the company because it is an employee benefit trust established for the benefit of the company's employees and holds a beneficial interest in the company. The contribution has been accounted for as a distribution to equity holders and is shown in the Statement of Changes in Equity.

As at 31 December 2025 the company owes the EOT £900,000 (2024: £Nil).

At the year-end directors owed the company £Nil (2024: £1,000,000), the balance as at 31 December 2024 was repaid in full during the year.

No other transactions with related parties occurred during the year that require disclosure under FRS 102 Section 1A.

The majority of the shares in the company are held by Vestatec Distribution (EOT) Limited, a company limited by guarantee, acting in its capacity as trustee of the company’s Employee Ownership Trust, for the benefit of the qualifying employees of the company.

As the trust operates for the benefit of a class of beneficiaries and no individual beneficiary exercises control over the company, the directors consider that there is no ultimate controlling party.

Certain comparative figures have been restated to conform with the current year classification. The restatements have no impact on previously reported profit or loss for the year or on shareholders’ funds/reserves.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.