REGISTERED NUMBER: SC042597 (Scotland)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025

FOR

TUBE DEVELOPMENTS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

6

Other Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Cash Flow Statement

10

Notes to the Cash Flow Statement

11

Notes to the Financial Statements

12

DIRECTORS:

Mr I F Fraser

Mr S D Fraser

Mr G S Fraser

Mrs F M D McLuckie

Mr A D Chalmers

Mr D Kay

Mr G D Brown

SECRETARY:

Mr D Kay

REGISTERED OFFICE:

Queenzieburn Industrial Estate

Kilsyth

Glasgow

G65 9BN

REGISTERED NUMBER:

SC042597 (Scotland)

AUDITORS:

Clement Millar

Statutory Auditors

Spiersbridge House

1 Spiersbridge Way

Glasgow

G46 8NG

The directors present their strategic report for the year ended 30 September 2025.

REVIEW OF BUSINESS

Operating Review

The company has maintained a strong trading performance during the year

Gross and net profit margins have been maintained on previous years

The corresponding strength in the balance sheet and liquidity should give the company a strong position within the market, and ensure it is well placed for opportunities for profitability and growth for the following year

There was no distribution of dividends during the year.

Financial Key Performance Indicators (KPI's)

The directors use Key performance indicators to measure gross and net profit margins to review company performance.

Financial Risk Management

The company retained profits to finance on-going activities and capital expenditure.

A strict regime of working capital management is operated.

Competitive Risk Assessment

The company operates in a competitive environment, however the directors believe that the company is well placed to continue to grow its own market share.

Environmental Risk Assessment

The directors recognise the company's environmental responsibilities and the increasing legislation in this area. The company complies with the relevant legislation and strives to ensure it will improve its environmental efficiency.

Uncertainties and prospects

Opportunities for growth within the company's target markets give the directors confidence for the future of the company to attain sustained growth.

ON BEHALF OF THE BOARD:

Mr D Kay - Secretary

26 June 2026

The directors present their report with the financial statements of the company for the year ended 30 September 2025.

DIVIDENDS

No dividends will be distributed for the year ended 30 September 2025.

DIRECTORS

Class A Ordinary shares each carry 10 votes. Classes B to F Ordinary shares each carry 1 vote.

Class of shares

Mr I F Fraser

A/B

Mr S D Fraser

C

Mr G S Fraser

D

Mrs F M McLuckie

A/E

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company 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 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.

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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Clement Millar, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr D Kay - Secretary

26 June 2026

Opinion

We have audited the financial statements of Tube Developments Limited (the 'company') for the year ended 30 September 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 company's affairs as at 30 September 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 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 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the 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, 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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 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:

Enquiry of management and those charged with governance, including consideration of known or suspected

instances of non-compliance with laws, regulations and fraud.

- Reviewing minutes of meetings of those charged with governance.

- Review of legal expenditure in the year to identify non-compliance with laws, regulations and fraud.

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with

applicable laws and regulations.

- Performing audit work over the risk of management override of controls, including testing of journal entries and

other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the

normal course of business and reviewing accounting estimates for bias. In particular the calculation of stock

related provisions and regulations.

Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements as we will be less likely to be aware of instances of non-compliance.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Scott Millar (Senior Statutory Auditor)

for and on behalf of Clement Millar

Statutory Auditors

Spiersbridge House

1 Spiersbridge Way

Glasgow

G46 8NG

26 June 2026

TURNOVER

21,152,920

24,967,183

Cost of sales

12,003,092

12,775,061

GROSS PROFIT

9,149,828

12,192,122

Administrative expenses

8,250,372

9,949,217

OPERATING PROFIT

5

899,456

2,242,905

Income from fixed asset investments

2,989

2,925

Interest receivable and similar income

524,972

335,098

527,961

338,023

1,427,417

2,580,928

Interest payable and similar expenses

6

88

-

PROFIT BEFORE TAXATION

1,427,329

2,580,928

Tax on profit

7

398,532

694,490

PROFIT FOR THE FINANCIAL YEAR

1,028,797

1,886,438

PROFIT FOR THE YEAR

1,028,797

1,886,438

OTHER COMPREHENSIVE INCOME

Capital redemption reserve

-

(3,021,765

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

(3,021,765

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,028,797

(1,135,327

)

FIXED ASSETS

Tangible assets

8

3,562,183

3,554,935

Investments

9

3

3

3,562,186

3,554,938

CURRENT ASSETS

Stocks

10

8,998,057

10,389,462

Debtors

11

8,519,999

8,942,389

Investments

12

36,752

36,752

Cash at bank

14,331,317

14,123,849

31,886,125

33,492,452

CREDITORS

Amounts falling due within one year

13

4,859,912

7,487,788

NET CURRENT ASSETS

27,026,213

26,004,664

TOTAL ASSETS LESS CURRENT LIABILITIES

30,588,399

29,559,602

CAPITAL AND RESERVES

Called up share capital

15

8,155

8,155

Capital redemption reserve

16

1,845

1,845

Retained earnings

16

30,578,399

29,549,602

SHAREHOLDERS' FUNDS

17

30,588,399

29,559,602

The financial statements were approved by the Board of Directors and authorised for issue on 26 June 2026 and were signed on its behalf by:

Mr I F Fraser - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 October 2023

10,000

30,686,774

-

30,696,774

Changes in equity

Issue of share capital

(1,845

)

-

-

(1,845

)

Total comprehensive income

-

(1,137,172

)

1,845

(1,135,327

)

Balance at 30 September 2024

8,155

29,549,602

1,845

29,559,602

Changes in equity

Total comprehensive income

-

1,028,797

-

1,028,797

Balance at 30 September 2025

8,155

30,578,399

1,845

30,588,399

Cash flows from operating activities

Cash generated from operations

1

1,677,735

1,124,746

Interest paid

(88

)

-

Tax paid

(693,763

)

(514,537

)

Net cash from operating activities

983,884

610,209

Cash flows from investing activities

Purchase of tangible fixed assets

(555,013

)

(273,342

)

Sale of tangible fixed assets

231,050

91,564

Sale of asset investments

101,220

-

Interest received

524,972

335,098

Dividends received

2,989

2,925

Net cash from investing activities

305,218

156,245

Cash flows from financing activities

Amount withdrawn by directors

(1,081,634

)

(278,816

)

Share issue

-

(1,845

)

Share buyback

-

(3,021,765

)

Net cash from financing activities

(1,081,634

)

(3,302,426

)

Increase/(decrease) in cash and cash equivalents

207,468

(2,535,972

)

Cash and cash equivalents at beginning of year

2

14,123,849

16,659,821

Cash and cash equivalents at end of year

2

14,331,317

14,123,849

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

1,427,329

2,580,928

Depreciation charges

306,523

274,142

Profit on disposal of fixed assets

(91,028

)

(31,815

)

Finance costs

88

-

Finance income

(527,961

)

(338,023

)

1,114,951

2,485,232

Decrease/(increase) in stocks

1,391,405

(2,186,020

)

Decrease in trade and other debtors

422,390

1,827,964

Decrease in trade and other creditors

(1,251,011

)

(1,002,430

)

Cash generated from operations

1,677,735

1,124,746

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 30 September 2025

30.9.25

1.10.24

£

£

Cash and cash equivalents

14,331,317

14,123,849

Year ended 30 September 2024

30.9.24

1.10.23

£

£

Cash and cash equivalents

14,123,849

16,659,821

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.10.24

Cash flow

At 30.9.25

£

£

£

Net cash

Cash at bank

14,123,849

207,468

14,331,317

14,123,849

207,468

14,331,317

Liquid resources

Current asset investments

36,752

-

36,752

36,752

-

36,752

Total

14,160,601

207,468

14,368,069

1.	STATUTORY INFORMATION

Tube Developments Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

TURNOVER

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

TANGIBLE FIXED ASSETS

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

Freehold property

-

in accordance with the property

Plant and machinery

-

25% on reducing balance

Fixtures and fittings

-

15% on reducing balance

Motor vehicles

-

25% on reducing balance

STOCKS

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

TAXATION

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

DEFERRED TAX

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

FOREIGN CURRENCIES

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

PENSION CONTRIBUTIONS

The company operates a defined contribution for certain of its employees. Pension contributions are charged against the profits for the year in which they are made.

INVESTMENTS

Fixed asset investments are stated at cost less any amounts written off for permanent diminution in value.

The company's subsidiaries have not been consolidated and these financial statements present information about the company as an individual undertaking.

Current asset investments are stated at the lower of cost or market value. For listed investments market value is based on the closing middle market price on a recognised stock exchange.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

7,014,866

8,736,066

Other pension costs

221,428

216,878

7,236,294

8,952,944

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

2025

2024

Office and management

27

27

Sales and warehousing

30

30

57

57

4.	DIRECTORS' EMOLUMENTS

2025

2024

£

£

Directors' remuneration

1,364,450

1,143,000

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

6

6

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

386,250

232,500

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2025

2024

£

£

Depreciation - owned assets

306,523

274,142

Profit on disposal of fixed assets

(91,028

)

(31,815

)

Auditors' remuneration

8,400

8,200

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Interest on overdue tax

88

-

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

398,532

694,047

Under-provision from prior year

-

443

Tax on profit

398,532

694,490

UK corporation tax has been charged at 25% (2024 - 25%).

RECONCILIATION OF TOTAL TAX CHARGE INCLUDED IN PROFIT AND LOSS

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

2025

2024

£

£

Profit before tax

1,427,329

2,580,928

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

356,832

645,232

Effects of:

Expenses not deductible for tax purposes

84,645

68,141

Income not taxable for tax purposes

(747

)

(731

)

Capital allowances in excess of depreciation

(42,198

)

(18,595

)

Adjustments to tax charge in respect of previous periods

-

443

Total tax charge

398,532

694,490

Tax effects relating to effects of other comprehensive income

There were no tax effects for the year ended 30 September 2025.

2024

Gross

Tax

Net

£

£

£

Capital redemption reserve

(3,021,765

)

-

(3,021,765

)

8.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

Plant and

and

Motor

property

machinery

fittings

vehicles

Totals

£

£

£

£

£

COST

At 1 October 2024

4,166,279

111,256

761,239

1,029,573

6,068,347

Additions

-

-

-

555,013

555,013

Disposals

-

-

-

(446,706

)

(446,706

)

At 30 September 2025

4,166,279

111,256

761,239

1,137,880

6,176,654

DEPRECIATION

At 1 October 2024

1,227,539

110,685

668,321

506,867

2,513,412

Charge for year

83,325

143

13,938

209,117

306,523

Eliminated on disposal

-

-

-

(205,464

)

(205,464

)

At 30 September 2025

1,310,864

110,828

682,259

510,520

2,614,471

NET BOOK VALUE

At 30 September 2025

2,855,415

428

78,980

627,360

3,562,183

At 30 September 2024

2,938,740

571

92,918

522,706

3,554,935

9.	FIXED ASSET INVESTMENTS

Unlisted

investments

£

COST

At 1 October 2024

and 30 September 2025

3

NET BOOK VALUE

At 30 September 2025

3

At 30 September 2024

3

The company's investments at the Balance Sheet date in the share capital of companies include the following:

M B T Limited

Registered office:

Nature of business: Building materials suppliers

%

Class of shares:

holding

Ordinary

100.00

2025

2024

£

£

Aggregate capital and reserves

50,357

50,357