REGISTERED NUMBER: 12346702 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31ST DECEMBER 2025

FOR

RADIAL GROUP HOLDINGS LIMITED

Page

Company information

1

Group strategic report

2

Report of the directors

4

Report of the independent auditors

6

Consolidated income statement

10

Consolidated other comprehensive income

11

Consolidated balance sheet

12

Company balance sheet

13

Consolidated statement of changes in equity

15

Company statement of changes in equity

16

Consolidated cash flow statement

17

Notes to the consolidated cash flow statement

18

Notes to the consolidated financial statements

20

Directors:

G Knappett

S C Knappett

M L Knappett

J Knappett

R D Knappett

Registered office:

Surrey House Beacon Road

Rotherwas Industrial Estate

Hereford

United Kingdom

HR2 6JF

Registered number:

12346702 (England and Wales)

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

Principal activity

The principal activity of the Group is the sale of parts and machinery to the construction industry.

Review of business

The directors are pleased with the Group's performance for the year, which saw sales of £13.86m (2024: £14.54m) due to excellent product offering and customer service. Operating profit came in at £2.03m (2024: £2.42m) to give another satisfactory result this year.

The cash balances remained strong at £1.93m (2024: £2.4m), at the year end 31st December 2025, allowing the Group to take advantage of the opportunities as they arise.

The working capital cycle was uneventful with no significant movement in stock, debtors or creditors.

At the year end the Group had shareholders' funds of £5.51m (2024: 5.00m), therefore the directors believe that there is a strong foundation to build the business further with sound strategic planning and investment opportunities.

Principal risks and uncertainties

The key business risks and uncertainties affecting the Group are considered to relate to:

-

Market conditions within the construction industry in the UK

-

Geopolitical events resulting in supply chain disruptions

-

Loss of key customers due to strategic change of direction

- New lower grade entrants into the market

- Government policies that do not promote business growth

The Group aims to differentiate its service by delivering consistently high- quality products coupled with a strategy of continuous improvement in both service offering and range of goods. The directors closely monitor the state of the market and can react quickly to any strategic change that may be needed.

The whole group went through an intensive rebranding exercise for 2025 which resulted in a strategic shift to more own label products thus strengthening the enterprise value as a whole and ensuring we remain relevant in the upcoming years. This has resulted in a large number of products now being distributed under our own brand labels increasing the enterprise value.

With this in mind the directors believe that the quality of the products and the different service level offerings will help mitigate these risks and expect to see satisfactory results in 2026.

Key performance indicators

The group utilises a range of measures across all departments to assess its performance on the most appropriate time basis. These range from financial measures through to forecasting, operational, selling and marketing indicators throughout the whole group and within the relevant departments.

Development and performance

We have overcome the many challenges that interest and inflation rate rises have brought us in the previous years which have had a direct impact on the UK construction market. The current Government and its potential new legislation will bring its own challenges, but we believe the Group is in a strong position to make the most of the growth opportunities as they arise. To achieve this, our strategic focus alongside our customary sterling service to our customers will be to continually bring in new ranges of products to compliment our offering whilst making it easy for our customers.

During 2026 the Group is investing in a new ERP system and website to further enhance our efficiencies across the business resulting in improved services to our clients providing a platform for further growth.

On behalf of the board:

G Knappett - Director

16th September 2026

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

Dividends

The total distribution of dividends for the year ended 31st December 2025 were £975k.

Further dividends totalling £880k were duly authorised and paid on 28th January 2026.

The directors recommend that no further dividend is paid and the remainder be transferred to reserves.

Research and development

The group invests in research and development in order to improve the customer experience.

Future developments

The directors expect continued improvement in the level of activity and operational profits for the forthcoming year ending 31st December 2026. No changes in the operational activities are expected in the foreseeable future.

Directors

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

G Knappett

S C Knappett

M L Knappett

J Knappett

R D Knappett

Other changes in directors holding office are as follows:

I Knappett - resigned 1st January 2025

Financial instruments

The group enters into no complex financial instruments.

Statement of directors' responsibilities

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, Chris Duckett (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

G Knappett - Director

16th September 2026

Opinion

We have audited the financial statements of Radial Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2025 which comprise the Consolidated income statement, Consolidated other comprehensive income, Consolidated balance sheet, Company balance sheet, Consolidated statement of changes in equity, Company statement of changes in equity, Consolidated cash flow statement and Notes to the consolidated cash flow statement, 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 31st December 2025 and of the group's 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 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 Statement of directors' responsibilities set out on pages four and five, 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.

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

-

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

-

we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the goods supply sector;

-

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

-

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-

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

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

-

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

-

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

-

understanding the design of the company's remuneration policies.

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

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

-

assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-

investigated the rationale behind significant or unusual transactions.

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

-

agreeing financial statement disclosures to underlying supporting documentation;

-

reading the minutes of meetings of those charged with governance;

-

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

-

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

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

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.

Rachael Winfieldale (Senior Statutory Auditor)

for and on behalf of Chris Duckett (Audit) Limited

Chartered Accountants & Statutory Auditors

Network House

Thorn Office Centre

Rotherwas

Hereford

HR2 6JT

16th September 2026

Turnover

13,860,184

14,544,023

Cost of sales

8,855,881

9,250,517

Gross profit

5,004,303

5,293,506

Administrative expenses

2,971,949

2,883,252

2,032,354

2,410,254

Other operating income

-

11,277

Operating profit

4

2,032,354

2,421,531

Exceptional item

5

-

249,390

Profit on sale of land & buildings

5

-

127,745

2,032,354

2,798,666

Interest & similar income

60,527

55,899

2,092,881

2,854,565

Interest payable & similar

expenses

6

103,526

120,310

Profit before taxation

1,989,355

2,734,255

Tax on profit

7

509,509

623,357

Profit for the financial year

1,479,846

2,110,898

Profit attributable to:

Owners of the parent

1,479,846

2,110,898

Profit for the year

1,479,846

2,110,898

Other comprehensive income

Capital redemption

-

610

Demerger

-

(2,221,622

)

Income tax relating to components of other comprehensive income

-

-

Other comprehensive income for the year, net of income tax

-

(2,221,012

)

Total comprehensive income for the year

1,479,846

(110,114

)

Total comprehensive income attributable to:

Owners of the parent

1,479,846

(110,114

)

Fixed assets

Tangible assets

11

2,040,250

1,766,007

Investments

12

-

-

2,040,250

1,766,007

Current assets

Stocks

13

1,952,482

1,778,218

Debtors

14

2,542,407

2,076,895

Cash at bank and in hand

1,934,099

2,397,995

6,428,988

6,253,108

Creditors

Amounts falling due within one year

15

2,165,504

2,140,266

Net current assets

4,263,484

4,112,842

Total assets less current liabilities

6,303,734

5,878,849

Creditors

Amounts falling due after more than one year

16

(666,829

)

(766,791

)

Provisions for liabilities

20

(130,300

)

(97,300

)

Accruals and deferred income

21

-

(12,999

)

Net assets

5,506,605

5,001,759

Capital and reserves

Called up share capital

22

2,510

2,510

Capital redemption reserve

23

610

610

Pre- acquisition reserves

23

4,114,276

4,114,276

Retained earnings

23

1,389,209

884,363

Shareholders' funds

5,506,605

5,001,759

The financial statements were approved by the Board of Directors and authorised for issue on 16th September 2026 and were signed on its behalf by:

G Knappett - Director

Fixed assets

Tangible assets

11

1,403,133

1,323,232

Investments

12

1,100

1,000

1,404,233

1,324,232

Current assets

Debtors

14

720

1,232

Cash at bank and in hand

704,293

623,791

705,013

625,023

Creditors

Amounts falling due within one year

15

1,200,687

1,154,432

Net current liabilities

(495,674

)

(529,409

)

Total assets less current liabilities

908,559

794,823

Creditors

Amounts falling due after more than one year

16

(647,941

)

(718,322

)

Provisions for liabilities

20

-

(200

)

Accruals and deferred income

21

-

(4,667

)

Net assets

260,618

71,634

Capital and reserves

Called up share capital

22

2,510

2,510

Capital redemption reserve

23

610

610

Retained earnings

23

257,498

68,514

Shareholders' funds

260,618

71,634

Company's profit for the financial year

1,163,984

1,117,393

The financial statements were approved by the Board of Directors and authorised for issue on 16th September 2026 and were signed on its behalf by:

G Knappett - Director

Called up

Capital

Pre-

share

Retained

redemption

acquisition

Total

capital

earnings

reserve

reserves

equity

£

£

£

£

£

Balance at 1st January 2024

1,000

2,244,477

-

4,114,276

6,359,753

Changes in equity

Increase in share capital

2,120

-

-

-

2,120

Reduction in share capital

(610

)

-

-

-

(610

)

Dividends

-

(1,249,390

)

-

-

(1,249,390

)

Total comprehensive income

-

(110,724

)

610

-

(110,114

)

Balance at 31st December 2024

2,510

884,363

610

4,114,276

5,001,759

Changes in equity

Dividends

-

(975,000

)

-

-

(975,000

)

Total comprehensive income

-

1,479,846

-

-

1,479,846

Balance at 31st December 2025

2,510

1,389,209

610

4,114,276

5,506,605

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1st January 2024

1,000

200,511

-

201,511

Changes in equity

Total comprehensive income

-

1,117,393

610

1,118,003

Dividends

-

(1,249,390

)

-

(1,249,390

)

Increase in share capital

2,120

-

-

2,120

Reduction in share capital

(610

)

-

-

(610

)

Total transactions with owners, recognised directly in equity

1,510

(1,249,390

)

-

(1,247,880

)

Balance at 31st December 2024

2,510

68,514

610

71,634

Changes in equity

Total comprehensive income

-

1,163,984

-

1,163,984

Dividends

-

(975,000

)

-

(975,000

)

Total transactions with owners, recognised directly in equity

-

(975,000

)

-

(975,000

)

Balance at 31st December 2025

2,510

257,498

610

260,618

Cash flows from operating activities

Cash generated from operations

1

2,197,961

2,795,250

Interest paid

(103,526

)

(118,262

)

Interest element of hire purchase payments paid

-

(2,048

)

Tax paid

(568,687

)

(506,604

)

Net cash from operating activities

1,525,748

2,168,336

Cash flows from investing activities

Purchase of tangible fixed assets

(556,795

)

(208,090

)

Sale of tangible fixed assets

4,600

100,490

Interest received

60,527

55,899

Net cash from investing activities

(491,668

)

(51,701

)

Cash flows from financing activities

Loan repayments in year

(67,717

)

(20,701

)

Capital repayments in year

(29,582

)

(54,923

)

Amount withdrawn by directors

(425,388

)

(199,423

)

Share issue

-

2,120

Movement in related party balances

(289

)

-

Equity dividends paid

(975,000

)

(1,249,390

)

Cash balance of Holm on demerger

-

(464,469

)

Net cash from financing activities

(1,497,976

)

(1,986,786

)

(Decrease)/increase in cash and cash equivalents

(463,896

)

129,849

Cash and cash equivalents at beginning of year

2

2,397,995

2,268,146

Cash and cash equivalents at end of year

2

1,934,099

2,397,995

1.	Reconciliation of profit before taxation to cash generated from operations

31.12.25

31.12.24

£

£

Profit before taxation

1,989,355

2,734,255

Depreciation charges

254,630

253,451

Loss/(profit) on disposal of fixed assets

18,655

(85,456

)

Finance costs

103,526

120,310

Finance income

(60,527

)

(55,899

)

2,305,639

2,966,661

Increase in stocks

(174,264

)

(23,040

)

Increase in trade and other debtors

(433,882

)

(294,740

)

Increase in trade and other creditors

500,468

146,369

Cash generated from operations

2,197,961

2,795,250

2.	Cash and cash equivalents

The amounts disclosed on the Cash flow statement in respect of cash and cash equivalents are in respect of these Balance sheet amounts:

Year ended 31st December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

1,934,099

2,397,995

Year ended 31st December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

2,397,995

2,268,146