REGISTERED NUMBER: 04144833 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

DELTICOM LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Director

5

Report of the Independent Auditors

6

Statement of Profit or Loss and Other Comprehensive Income

9

Statement of Financial Position

10

Statement of Changes in Equity

11

Statement of Cash Flows

12

Notes to the Statement of Cash Flows

13

Notes to the Financial Statements

14

DIRECTOR:

Mr K Dopmann

REGISTERED OFFICE:

Eden House

Two Rivers Business Park

Witney

Oxfordshire

OX28 4BL

REGISTERED NUMBER:

04144833 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mark Nicholas Winks

AUDITORS:

Bronsens Accountants Limited

Statutory Auditor

Hillside

Albion Street

Chipping Norton

Oxfordshire

OX7 5BH

The director presents his strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS

In 2025, the effects of the Russia-Ukraine war continued to be felt. Despite all predictions, the Ukraine is still defending its country and this war has been going on for more than three years now, and there seems no end in sight. There are still multiple effects on Europe's economy.

For the 2026 fiscal year, an economic environment that remains challenging and shaped by geopolitical tensions appears increasingly likely for both UK and Europe. In particular, the conflict in the Middle East - which escalated in late February 2026 - is causing heightened uncertainty in energy and financial markets and could significantly influence inflation and interest rate trends. The closure of the Strait of Hormuz is disrupting key global imports and driving up oil and fuel prices, affecting everything from ocean freight times and costs to fuel prices for motorists.

However, the economy experienced a moderate recovery after two years of stagnation. Despite rising real wages and employment growth, consumers and, accordingly, private consumption remained cautious as many households increased their savings. High living costs, growing uncertainty due to repeated crises, and attractive interest rates fueled this development and also had a negative impact on investment. All in all, the economic environment during the past fiscal year was shaped by structural adjustment processes, international competitive pressure, and geopolitical risks

Covid-19, although still a serious topic, became less and less important.

Even though this is a continuously difficult environment, the company gained 14% higher sales. Operating income increased from £5.3m in 2024 to £6.0m in 2025 and is contributing a 31.4% gross profit margin or £1.89m in absolute numbers.

In the past years, Delticom as a group continued to focus on a leaner organization, concentrating administrative functions - wherever sensible - at Delticom AG, Sehnde. The main target of all these activities is to enable the subsidiaries to concentrate on sales activities in their respective countries and regions. To diligently reflect the new group structure as well as the respective roles of all its members, Delticom implemented a transfer pricing system, elaborated in cooperation with one of the "BIG-4" audit companies.

Based on prior year's revenues and the amount of administrative support allocated to Delticom headquarters, IC-transfer-prices had been implemented in 2021 to enable the subsidiaries worldwide to achieve profit margins in line with group average - "at arm's length".

Due to the significant decline in revenues over the past five years, Delticom UK was classified as a "routine entity" without own activity, since the entire administrative support has been delivered from Delticom headquarters.

Note: "In accordance with International transfer pricing tax legislation all profits derived from the UK operation are now disclosed and taxed in the parent company Delticom AG". Consequently, the transfer pricing model has been structured to leave a one-percent sales margin in the books of the UK company.

In 2021 this transfer pricing adjustment was included in Cost of Sales, however, following instruction from the Group Tax Accountants KPMG, the transfer Pricing adjustment is now disclosed as an Administration Expense under the heading "Shop Management Costs". For 2025 the transfer pricing payment to Delticom AG was £1.56m.

As we move on, synergies from a leaner administrative organization along with a step-by-step return to prior years' revenues will result in even higher bottom line profits in these sales-oriented subsidiaries compared to the years before under the "old structure".

These structural changes and a double-digit sales growth led to their impact on the company's 2025 financial statements.

Still fully in line with expectations, gross profit margin (IFRS) was 31.4% in 2025 compared to 33.5% reported in 2024 due to focus on profitability.

Administrative expenses also increased to £2.041m compared to £2.049m for the reported period 2024, due to the higher transfer pricing payment to Delticom AG, higher advertising and stocking tyres costs.

The finance costs in 2024 include £31.8k in non-deductible interest expenses for German trade tax.

However, tax payments of £41K were made for the current year.

PRINCIPAL RISKS AND UNCERTAINTIES

Different than prior years, market trends indicate that there will be an increasing customer orientation towards price and discount rather than towards price/performance ratio. Even though environmental sustainability has become the most important aspect for demand across almost all economic sectors,

the demand for low-priced Asian goods is nonetheless increasing.

Increasing profitability by leveraging synergies across the individual business units and focusing on sales rather than administrative challenges remains an important goal. Improved B2B customer management and the continuous optimization of marketing and transportation costs will be crucial for us in the coming years.

The principal risks and uncertainties in the tires business can be listed as follows:

- The weather - mild winters will always lead to lower revenues

- Consumer trends - such as environmental sustainability etc.

- Forecasting revenue split by sales channel

- The overall economic environment influencing consumer demand as well as customer payment track record.

- The inflating energy costs significantly reducing consumers budgets.

It should be mentioned that very little can be done against a mild winter. It is also clear that a mild winter will lead to lower sales of winter tyres. There is not a great deal that can be done to avoid customer reluctance - apart from increased advertising. Consumer trends, such as environmental sustainability must be watched and analysed on an ongoing basis. In recent years, quality, reliability, and a "green image" have been among the most important purchasing motives. However, in the coming years, price reductions and discounts will regain importance.

In any consumer goods business, there is always the risk that future sales volumes are forecasted incorrectly. The E-Commerce channel is still reporting growth and is still gaining market shares relative to other channels.

If we misjudge these trends, we might lose market share relative to our online competitors. Due to our strategic orientation, we regard both the sales and earnings growth as objectives of equal value. We accept the risk stemming from the fact that growth in business volume can only accelerate to the extent that the supporting processes can be adapted at the same speed.

The payment track record of our customers is usually very good but can deteriorate in difficult times. If the general economic situation in Europe worsens, then this may well result in a decline of in our end customers' payment moral. We, therefore, maintain a stringent receivables management system and we also work together with industry specialists to assess risks and facilitate debt collection.

SPECIAL RISKS AND UNCERTAINTIES

At this point in time, there is no way to predict as to how long the war between Russia and the Ukraine will continue to put serious pressure on the economic development worldwide. It will therefore be crucial, to maintain the company's flexibility to quickly react on unforeseeable developments and on the challenges they may bring. Embedded in the new transfer pricing system, the company seems to be well placed to survive in these troubled times.

ON BEHALF OF THE BOARD:

Mr K Dopmann - Director

17 September 2026

The director presents his report with the financial statements of the company for the year ended 31 December 2025.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2025 will be NIL.

DIRECTOR

Mr K Dopmann held office during the whole of the period from 1 January 2025 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with UK-adopted international accounting standards. Under company law the director must not approve the financial statements unless he is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

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

-	state that the financial statements comply with IFRS;

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

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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 company's auditors are aware of that information.

AUDITORS

The auditors, Bronsens Accountants Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr K Dopmann - Director

17 September 2026

Opinion

We have audited the financial statements of Delticom Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion the financial statements:

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

-	have been properly prepared in accordance with IFRSs as adopted by the UK; 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, 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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page five, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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.

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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.

Mark Nicholas Winks (Senior Statutory Auditor)

for and on behalf of Bronsens Accountants Limited

Statutory Auditor

Hillside

Albion Street

Chipping Norton

Oxfordshire

OX7 5BH

18 September 2026

CONTINUING OPERATIONS

Revenue

6,005,613

5,268,665

Cost of sales

(4,274,373

)

(3,487,262

)

GROSS PROFIT

1,731,240

1,781,403

Other operating income

371,928

320,798

Administrative expenses

(2,041,137

)

(2,048,910

)

OPERATING PROFIT

62,031

53,291

Finance costs

4

(234

)

(31,801

)

PROFIT BEFORE INCOME TAX

5

61,797

21,490

Income tax

6

(41,757

)

52,907

PROFIT FOR THE YEAR

20,040

74,397

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

20,040

74,397

ASSETS

CURRENT ASSETS

Inventories

7

44,207

103,077

Trade and other receivables

8

675,524

242,653

Tax receivable

80,034

80,034

Cash and cash equivalents

9

92,874

616,328

892,639

1,042,092

TOTAL ASSETS

892,639

1,042,092

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

10

2

2

Other reserves

11

60,000

60,000

Retained earnings

11

247,359

227,319

TOTAL EQUITY

307,361

287,321

LIABILITIES

CURRENT LIABILITIES

Trade and other payables

12

569,212

738,705

Tax payable

16,066

16,066

585,278

754,771

TOTAL LIABILITIES

585,278

754,771

TOTAL EQUITY AND LIABILITIES

892,639

1,042,092

The financial statements were approved by the director and authorised for issue on 17 September 2026 and were signed by:

Mr K Dopmann - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 January 2024

2

152,922

60,000

212,924

Changes in equity

Total comprehensive income

-

74,397

-

74,397

Balance at 31 December 2024

2

227,319

60,000

287,321

Changes in equity

Total comprehensive income

-

20,040

-

20,040

Balance at 31 December 2025

2

247,359

60,000

307,361

Cash flows from operating activities

Cash generated from operations

1

(481,463

)

561,578

Interest paid

(234

)

(31,801

)

Tax paid

(41,757

)

(27,127

)

Net cash from operating activities

(523,454

)

502,650

(Decrease)/increase in cash and cash equivalents

(523,454

)

502,650

Cash and cash equivalents at beginning of year

2

616,328

113,678

Cash and cash equivalents at end of year

2

92,874

616,328

1.	RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

31.12.25

31.12.24

£

£

Profit before income tax

61,797

21,490

Amounts owed by group companies

(612,875

)

281,187

Finance costs

234

31,801

(550,844

)

334,478

Decrease/(increase) in inventories

58,870

(63,512

)

Decrease/(increase) in trade and other receivables

139,969

(93,835

)

(Decrease)/increase in trade and other payables

(129,458

)

384,447

Cash generated from operations

(481,463

)

561,578

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

92,874

616,328

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

616,328

113,678

1.	STATUTORY INFORMATION

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

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

Revenue recognition

Revenue (including commissions) and other operating income are recognized at the time the service is rendered, provided that the amount of the income can be reliably determined and it is probable that the economic benefit will flow to the company. Income from services, the scope of which is immaterial, is generally recognized pro rata over the period in which the service is rendered.

Sales are reduced by sales deductions.

In the case of the sale of merchandise to customers, performance is generally deemed to have been rendered at the time at which control of the merchandise is transferred to the customer. The transfer of control is not linked to the transfer of legal ownership.

Expenses are recognized if it is probable that the economic benefits associated with the corresponding transaction will flow out of the enterprise and the amount of the expenses can be reliably measured.

Cash and cash equivalents

Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position.

Inventories

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

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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.

Debtors and creditors receivable / payable within one year

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2025 nor for the year ended 31 December 2024.

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

31.12.25

31.12.24

Directors

1

1

31.12.25

31.12.24

£

£

Director's remuneration

-

-

4.	NET FINANCE COSTS

31.12.25

31.12.24

£

£

Finance costs:

Interest on late tax payments

234

31,801

5.	PROFIT BEFORE INCOME TAX

The profit before income tax is stated after charging/(crediting):

31.12.25

31.12.24

£

£

Cost of inventories recognised as expense

4,274,373

3,487,262

Auditors' remuneration

13,413

11,510

Foreign exchange differences

14,163

(4,846

)

6.	INCOME TAX

There are no other factors affecting the tax charge for the year.

7.	INVENTORIES

31.12.25

31.12.24

£

£

Goods in transit

44,207

103,077

8.	TRADE AND OTHER RECEIVABLES

31.12.25

31.12.24

£

£

Current:

Trade debtors

102,684

242,653

Amounts owed by group undertakings

572,840

-

675,524

242,653

9.	CASH AND CASH EQUIVALENTS

31.12.25

31.12.24

£

£

Bank accounts

92,874

616,328

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

2

Ordinary

£1

2

2

11.

RESERVES

Retained

Other

earnings

reserves

Totals

£

£

£

At 1 January 2025

227,319

60,000

287,319

Profit for the year

20,040

-

20,040

At 31 December 2025

247,359

60,000

307,359

Other reserves represents a permanent injection of capital made by the parent company on 22 December 2009.

12.	TRADE AND OTHER PAYABLES

31.12.25

31.12.24

£

£

Current:

Trade creditors

204,877

302,665

Amounts owed to group undertakings

-

40,035

Accrued expenses

146,973

173,599

VAT

217,362

222,406

569,212

738,705

13.	ULTIMATE PARENT COMPANY

The ultimate parent undertaking at the balance sheet date was Delticom AG, a company incorporated in Germany.

The Directors of Delticom AG consider that Mr K Dopmann controlled the Company during the period.

The address of Delticom AG from where copies of the consolidated Financial Statements may be obtained is Hedwig-Kohn-Straîe 1, Sehnde, Hannover, Germany.