Full Results For The Year Ended 30th June 2025

FOR THE YEAR ENDED 30 JUNE 2025

The Northamber Group (PLC)

PROACTIVE | RELATIONSHIPS | SERVICE | KNOWLEDGE

EXPERTS IN TECHNOLOGY DISTRIBUTION

Chairman's Statement 4-8

Summary Information 9

Strategic Report:

- Strategy and performance 10-17

Report of the Directors 18-20

Report to Shareholders by the Board

on Directors' Remuneration 21-22

Corporate Governance 23-30

Statement of Directors' Responsibilities 31

Directors and Advisers 32-33

Report of the Independent Auditor 34-41

Statement of Comprehensive Income 42

Statements of Changes in Equity 43-44

Statements of Financial Position 45-46

Statements of Cash Flows 47-48

Notes to the Financial Statements 49-78

THIS PAGE IS INTENTIONALLY LEFT BLANK

Page 2

The Northamber Group (PLC)

Alexander Phillips

Executive Chairman

FY25 was a year of deliberate transition, focused on reshaping Northamber into a more scalable, value-add technology distribution platform, with broader geographic reach and a more disciplined economic model.

primarily by disciplined stock management. Group stock reduced by over £2 million during the period. Debtor performance remained stable and cash levels were broadly consistent year on year, reflecting tighter procurement,

improved forecasting and strengthened financial controls. The balance sheet remains very strong, supported by a conservatively valued property portfolio and significant asset backing.

Adjusted EBITDA was -£635k, demonstrating the difficult market conditions experienced. Reported results were impacted by significant but largely non-recurring restructuring, acquisition and legacy costs, as described below.

A key theme of FY25 was the continued evolution of Northamber from a predominantly UK-focused distributor into a more geographically diversified European technical distributor of audio visual and cyber security solutions.

Alongside geographic expansion, the Group continued to invest in higher-quality, more recurring revenue streams. During the year we invested in a cloud marketplace, supporting subscription-based, recurring revenue models, particularly across cyber security. We also continued to invest in the development of our services business, which is growing strongly and increasingly underpins the Group's value-add proposition through professional services, solution design, deployment and technical support. These capabilities strengthen partner relationships and are expected to support margin expansion over time.

During the year the Group undertook a significant programme of operational consolidation. This included exiting two UK warehouses and one office within Tempura, consolidating Northamber, AVM and Tempura into a single modern office and demonstration

The year to 30 June 2025 was one of significant

strategic progress for the Group, delivered against a backdrop of challenging market conditions across the UK technology and AV sectors. Despite this environment, the Group achieved revenue growth of 13%, increased gross profit by 12%, broadened its geographic footprint and made meaningful progress in simplifying and strengthening its operating platform.

While the statutory results reflect a number of one-off restructuring, integration and legacy clean-up costs, underlying trading performance improved during the year. The actions taken were deliberate and conservative, aimed at de-risking the business, accelerating integration and ensuring the Group enters the new financial year with a more resilient and scalable platform.

Revenue increased Group-wide by 13% year on year, reflecting a balance between growth from recent acquisitions and the continued, deliberate exit of lower-margin vendor lines within the legacy Northamber business. Gross profit increased by 12%, driven by the ongoing shift toward higher-value audio visual, unified communications, cyber security and network

infrastructure solutions. These technologies now account for well over 80% of Group revenues and represent attractive long-term growth

areas, supported by increasing opportunities for

services attachment and recurring revenue.

All trading entities owned as at 1 July 2024 delivered a positive contribution after direct costs, defined as gross profit less directly attributable operating expenses. Like-for-like ongoing operating costs reduced as a result of structural simplification, site consolidation and the removal of duplicated overheads, with the full run-rate benefit expected to be realised in the second half of FY26. Further efficiencies are expected to be delivered over time as scale benefits from recent acquisitions are fully embedded across the Group.

As a listed group operating across multiple jurisdictions, the business carries a level of central corporate and governance costs that are largely fixed in nature. At a smaller scale, these six figure costs weigh disproportionately on reported profitability, despite operating businesses delivering positive contribution after direct costs. A core focus of the Group's strategy is therefore to build scale in order to absorb these fixed costs more effectively and improve underlying returns.

Working capital discipline strengthened during the year. Despite growth and acquisitions,

cash conversion improved materially, with a reduction of approximately 20 days driven

Historically, the Group operated almost exclusively in the UK, aside from a small inherited presence in Ireland and the Benelux within Tempura following the April 2024 acquisition.

During FY25, the Group acquired Renaissance in Ireland, Epatra in the Benelux and Sahara Benelux, and subsequently integrated Tempura

Benelux and Sahara Benelux into Epatra Benelux to create a single, more efficient regional platform. As a result, the Group now operates across multiple European territories, with non-UK revenue representing approximately 20% of Group turnover, despite the Benelux acquisitions completing part way through the financial year.

This broader footprint reduces reliance on the UK market, improves resilience to localised economic conditions and enhances the Group's ability to support vendors and partners across multiple territories. We see meaningful opportunity to support existing vendors more effectively across these regions and have been encouraged by early vendor partner contract expansion following the acquisitions.

facility, and consolidating the Benelux operations into Epatra Benelux as a unified regional platform.

While these actions resulted in short-term disruption and cost, they materially reduce ongoing overheads, improve operational control and provide a scalable platform to support future growth. A clear example of this approach is the integration of the Benelux operations into Epatra, which is creating a stronger combined portfolio and improved cost efficiency through reduced duplication and enhanced regional focus. Underlying trading momentum in Epatra has strengthened since acquisition, supporting confidence in its contribution as the business continues to scale.

Exceptional and non-recurring items resulted in a net cost of £2.2m (FY24: £0.50m). Gross exceptional costs of £3.4m were partially offset by £1.2m of exceptional gains, reflecting the performance-linked structure of recent acquisitions.

Following the year end, the Group completed the acquisition of NUC Distribution, a specialist unified communications distributor with approximately £29m of annual revenue and an 11% gross margin, following a hive-down from Nuvias UC.

The acquisition materially enhances the Group's scale in unified communications and has

been structured conservatively, with deferred consideration and payment terms spread over 25 months. The transaction adds a business with meaningful contribution at a gross

profit level, while leaving behind a significant proportion of legacy cost, thereby improving the Group's risk profile and overhead absorption as scale increases. This structure supports cash generation while enabling the Group to build scale efficiently.

Independent investor commentary has noted that the acquisition provides the scale required to improve margins through purchasing leverage and cost integration, while enhancing technical

During the year, the Board undertook a deliberate refresh of the executive leadership team to support the next phase of the Group's development. Appointments have strengthened capability in integration, financial discipline

and execution, while maintaining continuity of strategy.

Following the year end, Ian Kilpatrick was appointed as a Non-Executive Director, bringing deep cyber security distribution knowledge and experience to the Board.

The Board keeps its composition under regular review to ensure it remains appropriate for the Group's strategy and stage of development.

The Group maintained a strong liquidity position throughout the year. Working capital control improved, with reduced stock levels and continued improvement in cash conversion year on year.

Finance costs for the year were £312k, reflecting the higher interest rate environment compared

The exceptional costs related primarily to acquisition activity, restructuring and

consolidation, legal matters and non-recurring supplier stock exit adjustments. These costs were deliberately incurred to simplify the Group's operating model and resolve a number of longstanding legacy issues. The Board has taken a prudent approach in recognising these costs during the year, although it remains possible that there may be a proportion recovered over time.

An exceptional gain arose from the remeasurement of deferred consideration linked to acquisition performance of Tempura. This reflects the performance-linked and conservative structure of the Group's recent acquisitions, where consideration adjusts

to trading outcomes, providing downside protection where performance has been

below initial assumptions but keeping the upside as preferred for all. This deferred consideration mechanism for Tempura remains in place for a further two years, ensuring continued alignment between performance and value and reducing execution risk.

On the acquisition of Epatra, the Group recognised negative goodwill of £0.44m as an exceptional item, reflecting the strength of the deal structure agreed at the time of acquisition, and given the business was loss-making and undergoing transition. While Epatra reported an operating loss of £0.3m during the period of Group ownership (excluding acquisition-related costs), this was anticipated and reflected in the entry valuation. Since acquisition, the business has delivered sustained quarter-on-quarter revenue growth and has shown improving

trading momentum post year end as integration progresses.

Taken together, these items reflect a year of accelerated transition, positioning the business for stronger financial returns over time.

capability. NUC significantly strengthens the Group's position in unified communications, broadens the customer and vendor base and improves overhead absorption.

The combination of NUC and Tempura creates a significantly strengthened unified communications platform for the Group.

Tempura brings deep technical expertise, services capability and long-standing vendor relationships, while NUC adds meaningful scale on existing brands, complimentary technologies, breadth of customer reach and operational leverage. Together, this combination provides partners with a uniquely comprehensive UC offering, spanning specialist technical capability, services enablement and volume distribution, underpinned by scale and resilience. The Board believes this positions the Group with one of the most capable and well-balanced UC distribution platforms in the UK.

Our acquisition approach remains disciplined and performance-aligned, balancing growth ambition with appropriate downside protection for shareholders.

to prior periods, with no change to the Group's financing discipline.

The balance sheet retains significant asset backing, including freehold properties, and financing facilities provide comfortable headroom of £1.4m. Group leverage remains modest and well within the Board's risk appetite. The Board continues to review the Group's property portfolio and financing arrangements to ensure capital is deployed efficiently and liquidity is optimised.

The Board is proposing a final dividend of 0.3p, at a total cost of £82,240. The dividend will be paid on 17 February 2026 to shareholders on the register as at 9 January 2026.

I would like to thank colleagues across the Group for their professionalism and commitment during a year of significant change. Their efforts have been central to the progress made in strengthening the Group's platform.

While trading conditions in the first half of FY26 remain subdued in the UK, trading conditions in Ireland and the Benelux have been more resilient, and demand trends across the Group are strengthening. Partner pipelines across audio visual, unified communications and cyber security remain resilient.

The second half of FY26 is expected to benefit from the full run-rate impact of cost actions taken in FY25, the benefits of operational consolidation, and the integration of NUC.

Looking further ahead, the Board continues to see positive longer-term prospects for the Group into 2026 and beyond, reflecting the strategic actions taken, improved scale and the markets in which the Group operates.

While we remain cautious in the near term, we are confident that the actions taken over the past 18 months have materially improved the Group's resilience and long-term value potential.

Alexander Phillips

Chairman

23 December 2025

Northamber Report & Accounts 2025

Northamber PLC and its subsidiaries are primarily distributors of computers, peripheral equipment and related services to resellers who then sell on to the general public and corporations - the end users.

The company's shares are listed on AIM, a market operated and regulated by the London Stock Exchange under stock symbol "NAR".

Years ended 30 June 2024

The Directors present their strategic report on the Group for the year ended 30 June 2025.

This report provides an overview of the Group's strategy, its business model and a review of how the Group has performed for the year. It also sets out the principal risks involved in its business and the financial position of the Group at the year end. There are also some comments and observations on the future prospects for the Group.

1. The Group's Strategy
   
   
   

   As explained below in the notes on the business model, the Group is not directly involved with the ultimate users of the products it sells. It purchases goods from manufacturers and sells these products to resellers for sale to the ultimate end user.

   This being the case requires us to develop strategies with both suppliers and resellers to satisfy the needs of those ultimate users of the products.

   Our strategy has always been to assess the requirements of the end users and then source quality products and services from manufacturers and make them available to resellers at the best prices in the most

   efficient time frame. With an ever changing product range it has also been part of our strategy to support fresh new products which will be attractive to end users.

2. The Business Model

   Strategy & Performance

The Group has, since its inception, been involved in the distribution of electronics and computer related products. Initially this was predominantly printers, but this has been extended over the years to include not only computers themselves but also a wide range of peripheral and ancillary related products including audio visual.

The Group has a two pronged approach in driving the business, being both demand driven and supply driven. The demand drivers are the requirements of our customers where we strive to provide a wide range of products and get them to the customer in the quickest possible time and at acceptable prices. The supply drivers are the requirements of our suppliers - the vendors. Vendors in the main are one of two types, there is the major

brand type of supplier who is looking for us to increase its turnover, to physically get products to the customer. The second type of supplier differs only in that they tend to

be the smaller producers, who often develop new or innovative products and are looking for a method of reaching an established wide ranging customer base which is beyond their own resources.

Our business model is to satisfy all those wants by providing a marketing and selling operation to optimise the penetration of the products to the customers and a distribution facility which includes warehousing and bulk breaking using sophisticated systems and procedures to achieve a first class delivery service.

In addition to the supply of hardware and software products we also ensure that our customers are provided with the

technical support either directly or through the suppliers which they may require to effectively use the high tech products we sell, thus ensuring quality of supply and satisfaction to users.

1. Key Performance Indicators (KPI's)

   The Group has an extensive management reporting system and uses a wide variety of information in its everyday management of the business. This information is tailored to the various aspects of the business with individual managers being responsible for variances in movements within their particular sphere of operations to the executive management of the company.

   The principal KPIs which are used and which have been reported elsewhere in our Annual Report are the following:-

   KPI	Format	2024-25	2023-24
   Revenue	£m	63.3	56.0
   Gross Profit Percentage Margin	%	14.3	14.4
   Net Assets per share	Pence	66.0	81.0
   Working Capital Ratio *1	Times	2.39	2.56

   *1 Working Capital Ratio is calculated by adding Inventory and Net Trade Receivables, divided by Trade Payables

   1. Principal Risks and Uncertainties

      Financial Risks

      The Group uses various financial instruments, including cash, equity, trade receivables and trade payables in the course of its operations. During the prior year the Group opened an invoice discounting facility to assist with working capital requirements and strategic acquisition opportunities.

      The use of these instruments gives rise to risks associated with exchange rate risk, liquidity risk, interest rate risk, credit risk, inventory risk and reputational risk. The Directors review and agree policies to deal with each of these risks as summarised below.

      Exchange Rate Risk

      possible deposits being split across a number of banks. The credit risk arising from the Group and company's trade receivables is reduced through prescribing credit limits

      for customers based on a combination of payment history, third party credit references and credit insurance levels. Credit limits are reviewed on a regular basis in conjunction with debt ageing, collection history and credit insurance levels. Given the current economic climate, the Group feel it prudent to maintain Credit Insurance.

      Inventory Risk

      The Group operates in the technology industry and has an inventory risk in that older inventory can decrease in value. The

2. Performance Review

   For some time, the Group has been following a strategy of change away from the basic hardware type products which are in the main physically larger type products with relatively low margin and subject to great price pressure, towards more application intensive type products where there is greater scope for adding value and gaining margin.

   However, such changes need very careful planning and implementation to minimise the inevitable consequences which usually includes not only significant costs upfront before the benefits of the changes are manifest but also some tail off of some parts of the existing business.

   There was a continuation of the move towards consolidation in some parts of the industry, particularly towards the ultimate consumer end of the industry.

3. Financial Review and Position Revenue increased 13% by £7.3 million compared with last year with a modest reduction in gross margin percentage.

Our cash balance at the end of the financial year was £4.6 million which decreased from

£4.7 million. £4.1 million has been drawn down on the invoice discounting facility at the balance sheet date.

Some of the Net Assets comprise the carrying value of freehold properties, cash and the balance working capital. The Net Assets per share represented more than the average share price in the year.

The Group purchases some of its products in foreign currency. Foreign currency purchases are subject to close management supervision. The Directors are informed

regularly of the potential impact of exchange rate movements on the business and purchases are scheduled to mitigate any adverse movement wherever possible. It

is the Group's policy not to speculate in derivative financial instruments in either sterling or foreign currencies, nor to hedge translation or currency exposures.

Liquidity Risk

The Group seeks to manage financial risk of liquidity by ensuring it has sufficient cash resources available to meet foreseeable needs at all times through regular cash flow forecasting.

Interest Rate Risk

The Group's exposure to interest rate risk is principally with its invoice discounting facility which was approved by the Board during the prior financial year.

Credit Risk

Credit risk is deemed a risk due to default in payment. The Group's principal financial assets are cash and trade receivables. The credit risk associated with cash is reduced through ensuring the funds are held with major financial institutions and where

Group mitigates this risk by seeking to have strong contracts with suppliers which

allow the return and rotation of stock where possible, and by internal control procedures where the ageing of inventory is regularly reviewed and remedial plans are actioned.

Reputational Risk

The Group's reputation is reliant on timely delivery of goods and services according to customer requirements and associated goodwill generated with customers. The

principal risk involved is that the warehouse could be destroyed or made inoperable although the cost of such eventuality is

of course covered by insurance, including loss of profits cover, but the operation

is such that alternative accommodation could quickly be brought into action, or alternatively a warehousing function could be subcontracted at very short notice. Although such an event would have costs attached and would cause some disruption in the business, it would be far from catastrophic.

The existence of the Group's facilities such as the warehouse, the sales staff, the

control systems and not least the financial soundness of the company means that we can offer a distribution facility which is quick and efficient, an attraction to both vendors and customers.

Market Risk

The Group is subject to both general market conditions and particularly to those affecting its own particular industry. The Group is a distributor of other businesses' products and is therefore dependent on the suppliers of such products to continue to provide products which are required by the customers of the company, at prices which are acceptable to those customers. This is managed within the Group by being alert to all the movements in the marketplace relating to both products and suppliers and

to negotiating with existing and prospective suppliers for the supply of goods on the best possible terms to enable the company to trade effectively.

Where products are bought in foreign currency, the Group manages the risk inherent in such currencies by continuously updating its rates of conversion in calculating its costs to ensure prices remain competitive and in order to minimise the currency conversion risk.

The Group recognises the importance of providing additional services to its customers in relation to next day deliveries, credit limits, handling queries efficiently and maintaining a strong relationship with the customer and in this way aims to resist the competitive pressures in the sector.

Other Principal Risks and Uncertainties

Other than the risks stated above, in the opinion of the Directors, the principal operating risks are as stated in the section on Internal Control on page 30. The risks and uncertainties associated with the business model are set out below.

The model depends in part on working closely with the brand names in the industry as it is often the products from these vendors which form the core of the business, and in part on the development of new vendors particularly for the innovative products which are integral to the IT industry. Co-operation with vendors is therefore key and this risk

of attrition is addressed by a combination of mutual co-operation with vendors on the

range of products being offered, the pricing of those products and the marketing of those products. The company's continual search for new and improved products, particularly in peripherals, from new vendors also improves the range of products we can offer and thereby attract more customers to ourselves which enhances our attraction to the vendors and reduces the risk of loss of vendors.

All systems within the Group, including the control systems, are backed up securely on a regular basis, thus limiting the risk of data loss to a short period. The financial soundness of the Group is a matter which

is constantly in the minds of the senior staff and Directors of the Group. Systems are in place to ensure that any deviation from the norm is immediately brought to the attention of staff and Directors. These systems have

a proven history as shown in the strength of the Statement of Financial Position. The Group has sufficient working capital to enable it to meet its requirements

Inflationary Risk

In line with most businesses, the Group has experienced rising supply prices over the past 3 years due to the increases in energy prices and also market uncertainty due to interest rate rises and supply chain issues. Whilst the Group has passed on price rises where possible, this has caused uncertainty in demand. The Group believes that there is likely to be a continuing slowdown in

demand for some of its products but believes that with its diverse range it can mitigate some of these demand decreases.

1. Future Prospects

   The Board's long term approach to investment decisions is well documented and often referenced in these statements. This approach was continued in the last year as we invested significantly in our new focus categories to help drive the business

   forward. This coupled with other investments in new vendors, customer acquisition and our renewed strategy leave us excited about the revenue and margin opportunities for the coming year.

   We see significant potential in both our existing vendors and categories and the new categories we are developing and exploring. We will continue our customer-centric focus and ensuring that our offering and service levels allow our customers to profitably grow their business and consequently grow ours.

2. Events after the reporting period On 1 December 2025, the Group acquired 100% of the issued share capital of NUC Distribution Limited. NUC is Nuvias UC's UK

   Hardware Business, a specialist distributor of UC hardware, video collaboration systems, enterprise voice solutions and related UC endpoints. The business supports more than 700 UK customers, including enterprise, mid-market, public-sector, service-provider and specialist AV/UC partners.

   Total consideration of up to a maximum of

   £7.1 million, comprises an amount of up to

   £1.7 million and a further amount of up to

   £5.4 million in respect of the stock owned by NUC on completion.

   Section 172 Statement

   The following disclosure forms the Directors' statement required under section 414CZA of the Companies Act 2006 on how the Directors have had regard to the matters set out in section 172 (1)

   (a) to (f) in performing their duties. The Board recognises that engagement with its stakeholders is fundamental to the long-term success of the company and considers the views and interests of all key stakeholders in its decision making.

   People

   
   
   

   Our people are key stakeholders in the business as the recruitment, training and retention of experienced staff is key to the high-quality service delivery to our customers.

   Employee engagement and interaction is encouraged through a variety of means including:

   • Group wide town quarterly hall calls, and half yearly Group kick off meetings

   • team meetings; and

   • staff one-to-one meetings throughout the year.

   Following the periods of lockdown and subsequent home working in previous financial years, the Group adopted a hybrid working approach during the prior year for office-based employees with employees required to attend the office on Tuesdays, Wednesdays, Thursdays and Fridays and working from home on Mondays. We also have a number of remote workers. We believe this flexible approach maximises efficiency and allows us to attract the talent required regardless of location. We ensure that our employees have appropriate equipment to enable them to operate efficiently when working from home and that they have the collaboration tools

   to enable continued communication and interaction across the business and between colleagues.

   Shareholders

   
   
   

   The chairman and company secretary have primary responsibility for investor relations (IR).

   The company makes announcements using the regulatory news service (RNS) throughout the financial year so that all investors are aware of current developments and financial performance of the Group.

   The annual general meeting of the company, which is generally attended by all Directors, provides an opportunity for all shareholders to ask questions and to meet the Directors. The Board is always open to meet separately with shareholders on request.

   Customers

   
   
   

   Our customers are key stakeholders as their retention and acquisition are fundamental to the ongoing success of our business.

   The Group has a diverse customer base across all our sectors servicing clients of all sizes. Our customer facing teams are in continuous contact with their base and have responsibility for both understanding their expectations and managing the delivery of our products and solutions.

   Suppliers

   
   
   

   The impact of the company's operations on the community and the environment

   
   
   

   Acquisitions

   
   
   

   Governance

   
   
   

   On behalf of the Board

   K Grimwood

   Director | 23 December 2025

   Our suppliers are key stakeholders to the business as the Group is reliant on the constant flow of quality products and solutions to service our customer base and maintain and gain market share.

   The Group has periodic reviews with all existing suppliers to ensure that business objectives are met and to ensure that quality of products and services is maintained at all times.

   The Group employs product specialists who constantly review the market for new suppliers who can maintain the high quality of products and services offered by the Group and can complement existing products and services offered.

   The Group is committed to ensuring that it is an asset to the local community and seeks to ensure that it meets the highest level of health and safety standards and minimises its impact on the environment. The Group seeks to engage with the community, where appropriate, to achieve this.

   Our goal in terms of climate change is to do all we reasonably can to reduce the impact of our activities on the climate. This involves constantly working with our suppliers to meet the growing demand for more sustainable, greener products.

   We are investing in electric car schemes and have installed solar panels to power our warehouse and are looking at solar power options for our other buildings.

   During the reporting period the Company acquired 100% of the share capital of Renaissance Contingency Services Ltd. The total consideration for the Acquisition is up to €0.9million in cash with

   €0.6million on completion and performance based contingent consideration of up to a maximum of €0.3million based on the EBITDA for three financial periods ending 30 June 2025, 2026 & 2027.

   Additionally the Group acquired 100% of the share capital of Epatra

   B.V. (incorporated in Belgium) and EPATRA B.V. (incorporated in the Netherlands). The total consideration for the acquisition is up to €1.594 million in cash with €1.244 million on completion and performance based contingent consideration of up to a maximum of €0.35 million based on the gross profits made on one income stream in the three years from completion.

   The Board believes that it is has the right mix of skills and experience in order to deliver its strategy for the benefit of all stakeholders.

   Report of the Directors

   The Directors have pleasure in presenting their report and the accounts for the year ended 30 June 2025.

   Substantial Shareholdings

   The company has been notified that the following shareholders held beneficial interest of 3 per cent or more of the company's issued share capital at 11 December 2025.

   Ordinary Shares of 1p each

   Employee Engagement

   Every effort is made to keep staff as fully informed as possible about the operations and progress of the company. This is achieved

   through regular communication from the board members to all staff members.

   The financial statements include the individual entity Northamber plc and its wholly owned trading subsidiaries Anitass Limited, Audio Visual Material Limited, Tempura Communications Limited, Tempura Connect Limited, Renaissance Contingency Services Limited, Northamber

   NL B.V., EPATRA B.V. (incorporated in the Netherlands) and Epatra B.V. (incorporated in Belgium). Anitass Limited owns the freehold of the premises at Swindon which is the Group's distribution centre which were purchased during the year to 30 June 2020. Audio Visual Material Limited trades as a distributor and was acquired by Northamber plc on 31 January 2020. Tempura group trades as a distributor and was acquired by Northamber plc on 29 April 2024. Renaissance Contingency Services Limited trades as a distributor and was acquired by Northamber

   plc on 1 July 2024. Epatra trades as a distributor of professional audio visual solutions and was acquired by Northamber NL B.V. on 6 February 2025. The other subsidiaries of Northamber plc are dormant and not material to the financial statements for the year to 30 June 2025.

   Principal Activities

   The Group's and company's principal activities are those of specialist supply of computer hardware, computer printers and peripheral products, computer telephony products and other electronic transmission equipment.

   Financial Risks

   The Group uses various financial instruments including cash, equity and various items such as trade receivables and trade payables that arise directly from its operations. The existence of these instruments expose the Group to a number of financial risks, the main ones being

   exchange rate risk, liquidity risk, interest rate risk and credit risk. The Directors review and agree policies for managing each of these risks and these are summarised in the Strategic Report..

   Corporate Governance

   The Corporate Governance Report on pages 23 to 30 forms part of the Directors' Report and is incorporated into this report by reference.Report on pages 22 to 29 forms part of the Directors' Report and is incorporated into this report by reference.

   Dividends

   The following dividends were paid in the year ended 30 June 2025.

   2025

   £'000

   2024

   £'000

   Ordinary dividends Previous year's final

   dividend paid 82 82

   Interim paid 82 81

   164 163

   The final proposed dividend of 0.3p (2024: 0.3p) will be paid on 17 February 2026 to all members on the register at the close of business on

   9 January 2026.

   Directors

   Directors of the company who have served at any time during the year are listed on page 32.

   Directors' indemnity provision

   Qualifying third-party indemnity provision was in place for all Directors throughout the

   financial year and at the date of approval of this report.

   Share Capital

   At 30 June 2025, the company had 27,113,404 (2024: 27,413,404) Ordinary shares of 1p each issued. The shares have no special rights and there is no restriction on their voting rights.

   On 12 May 2025, the company purchased 300,000 ordinary shares of 1p each in the capital of the company at a price of 32 pence per share. The Ordinary shares purchased will be held in treasury.

   Mr A.M. Phillips 62.58%

   Worsley Investors Limited 6.08% Herald Investment Management Limited 5.32% Mrs F. Phillips 3.88%

   Mr & Mrs J. Rockliff 3.66%

   Purchase of Own Shares

   At the end of the year, the Directors had authority, under the shareholders' resolutions of 19 December 2024 to purchase through the market 2,741,340 (2024: 2,723,158) of the company's ordinary shares at prices ranging between 1p and 105% (2024 1p and 105%) of the average middle market quotations for

   those shares as derived from the London Stock Exchange on the ten dealing days immediately preceding the day on which the shares are contracted to be purchased. This authority expires on 10 February 2026, the date of the next Annual General Meeting.

   Auditors

   The auditors, Dains Audit Limited, have expressed their willingness to continue in office and a resolution to reappoint Dains Audit Limited will be proposed at the forthcoming Annual General Meeting.

   The Group encourages its staff to pursue career development and to that end has made available resources for training courses including video and computer training aids.

   Applications received from disabled persons are given full and equal consideration but are small in number. The company fulfils its obligations towards employees who are disabled or who become so whilst in the employment of the company.

   Energy and carbon reporting

   Under the Streamlined Energy and Carbon Reporting Regime, the Company is required to report its energy consumption and greenhouse gas emissions arising in the UK.

   Our disclosures are set out overleaf and include energy and emissions from the entire Group, regardless of whether individual companies would be required to report.

   To 30 June 2025

   Greenhouse Gas Gas (GHG)

   To 30 June 2024

   Greenhouse Gas (GHG)

   Consumption Emissions Consumption Emissions Notes

   UK Energy Use

   Electicity 162.4, MWH 29 218.8, MWH 45 Electricity consumed relates

   Report to Shareholders by the Board on Directors Renumeration

   The Group voluntarily provides the following Directors' Remuneration Report

   to routine office & warehouse power requirements

   Gas 0, MWH 0 0.0, MWG 0 Gas used to fuel heating & hot

   water boilers in office and warehouse locations

   TOTAL 29 45

   Remuneration Committee

   The Remuneration Committee comprised the Non-Executive Directors Mr C.M. Thompson, and Mr R. Reggio. This committee meets at least once a year and decides the remuneration policy that applies to executive Directors.

   In setting the policy it considers a number of

   When reviewing or amending remuneration arrangements the committee considers any impact on the cost to the company, employee behaviour, stakeholders (including shareholders, governance bodies and employees) best practice, corporate governance and market competitiveness.

   Salaries and Benefits

   Methodology

   • Electricity - The electricity consumed by the Group relates to the routine power

     requirements of its offices and warehousing - lighting, heating, IT, air conditioning etc. To calculate the tCO2e figure we have taken our

     overall electricity usage for the year to which a kgCo2e factor of 0.207075 was applied, being the UK Government's Conversion Factor 2025 for this type of electricity use.

   • Gas - During the year the Group ceased using gas in its warehouse having installed solar panels in its warehouse. Gas used in the Group's head office is minimal and not considered material.

   • Motor Vehicles. The company owned one petrol van and one electric car for the entire year and two electric company cars for part of the year so emissions are not included above as not considered material.

   Intensity Ratio

   Tonnes of CO2e per £1m sales revenue during the year to 30 June 2025: 0.46 (2024: 0.8).

   Energy Efficiency Activity

   The Group continues to invest in a scheme to provide electric cars as a salary sacrifice arrangement. The Group is mindful of its environmental obligations and will examine

   opportunities to further cut its carbon emissions.

   Customers and Suppliers

   The Directors foster and maintain strong relationships with customers and suppliers as set out in the s172 Report on pages 13 to 14.

   Events after the reporting period

   Details of important events occurring after the end of the reporting period and future developments are described in the Strategic

   Report, and the details are incorporated into this Directors' report by cross-reference.

   Statement of disclosure to auditor

   The Directors confirm that:

   • in so far as each director is aware there is no relevant audit information of which the company's auditors are unaware; and

   • the Directors have taken all steps that they ought to have taken as Directors to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.

   By order of the Board

   S. Yoganathan ACMA Company Secretary 23 December 2025

   factors including:

   1. the basic salaries and benefits available to executive Directors of comparable companies;

   2. the need to attract and retain Directors of an appropriate calibre and experience; and

   3. the need to ensure executive Directors' commitment to the continued success of the company by means of incentive schemes.

   The Group's remuneration policy for executive Directors is to:

   1. have regard to the Directors' experience and the nature and complexity of their work in order to pay a competitive salary that attracts & retains management of the highest quality;

   2. link individual remuneration packages to the company's performance through target-related bonuses which are not considered to be excessive in terms of salary;

   3. provide employment-related benefits including the provision of a company car, life assurance, insurance relating to the Directors' duties and medical insurance.

   The final determination of an individual director's remuneration is taken by the Board as a

   whole but with no director participating in the discussions, nor voting on, his own remuneration package.

   The Non-Executive Directors each receive a fee for their services which is agreed by the Board following recommendation by the chairman.

   The Non-Executive Directors do not receive any pension or other benefits from the company, nor do they participate in any of the bonus or incentive schemes.

   The remuneration packages for executive Directors are benchmarked to ensure comparability with companies of a similar size and complexity. The bonuses have regard to personal performance measured against pre-stated objectives and profitability of the company.

   Share Options

   There are share option schemes in force in the Group or company in the year ended 30 June 2025..

   Contracts of Service

   The four executive Directors, Mr A.M. Phillips, Mr J.P. Henry, Mr A.R. Lee and Mr M. Light have service contracts. All four contracts are one year rolling contracts and contain no specific provisions in relation to any termination payments over and above the notice periods as stated below.

   Mr A.M. Phillips - Notice period - six months Mr J.P. Henry - Notice period - six months

   Mr A.R.Lee - resigned from the Board

   on 11 September 2025

   Mr M. Light - appointed to the Board

   on 27 March 2025 -

   Notice period - six months

   Mr K. Grimwood - appointed to the Board

   1 July 2025 -

   Notice period - six months

   The Non-Executive Directors do not have service contracts with the company. The terms of their appointment are reviewed by the Board every two years.

   Northamber Report & Accounts 2025

   
   
   

   Northamber Report & Accounts 2025

   Corporate Governance

Report to Shareholders by the Board on Directors' Remuneration (continued)

Directors' Detailed Emoluments

Details of Directors' emoluments are as follows:

During the year pension contributions were made by the company on behalf of 3 Executive Directors under money purchase schemes. The aggregate amounts paid are shown in the table below.

Directors' Interests

Salaries and fees

Benefits

Pension

Total

The Corporate Governance Report forms part of the Directors' Report included on pages 18 to 20.

The amounts above include £38,000 for IT consultancy fees paid to C Thompson (2024: £39,000). For the year ended 30 June 2025 Mr A.M. Phillips has waived £ 67,000 of his salary (2024: £67,000).

Directors in office at 30 June 2025 had the following beneficial interests in the shares of the company: Ordinary Shares of 1p each

2025

2024

Between 30 June 2025 and 11 December 2025 there have been no changes in the interests of the above named Directors in the shares of the company. No share options under the Company Share Option Plan were exercised by the Directors during the year.

The market price of the company's shares at 11 December 2025 was 34p. The range of market prices during the year was 26p to 40p.

By order of the Board

S. Yoganathan ACMA.

23 December 2025

Northamber plc ("the Company") is an AIM quoted Company and is committed to high ethical values and professionalism in all its activities. As an essential part of this

commitment, the Directors acknowledge the importance of high standards of Corporate Governance and, given the Group's size and the constitution of the Board, have decided to apply the principles set out in the Corporate Governance Code for small and mid-sized companies published by the QCA in November 2023 (''QCA Code''). The Board is accountable to the Company's shareholders for good Governance.

Corporate Governance Policy

The Group's policy on Corporate Governance is published on the Group's website which is https://www.northamber.com.

The Company's objective is in alignment with the purpose of the QCA Code in that it is to deliver growth in long-term shareholder value and to deliver benefits to other stakeholders, accompanied by good communication to promote confidence and trust.

Set out below are the principles of the QCA Code and the Company's approach to compliance with the QCA Code, in support of its medium

to long term success. In some areas, further development is required internally to more fully comply with the QCA Code and as these take place the website will be updated.

Strategy for long term shareholder growth

The Group's strategy is set out in full on page

1. Whilst the basic strategy remains the same, changes to its implementation from time to time to meet changing circumstances are determined by the Board as necessary. The management team, reporting to the Board, is responsible for implementing the strategy and managing the business at an operational level.

   Meeting shareholders' needs and expectations

   As set out on page 17 under Substantial Shareholdings, 81.52% of the shares are held by five parties, of which Alexander Philips holds 62.58%, leaving only 18.94% in other

   shareholders' hands. The Chairman is in contact with shareholders from time to time and via

   the Company's brokers issues the Half-Yearly Statements and other statutory information. In addition, the holding of an Annual General

   Meeting at a convenient time and place enables contact between shareholders and Directors.

   Notice of the Annual General Meeting is circulated to all shareholders at least 21 days prior to the meeting. Directors attend the AGM and will be available to answer shareholders' questions.

   Shareholders may, at any time, communicate with the Company either via the Company Secretary or through the Company's brokers.

   The Company intends to announce the detailed results of Shareholder voting at the AGM to the market, including any actions to be taken as

   a result of resolutions for which votes against have been received from at least 20 per cent of independent shareholders.

   Consider wider stakeholder and social responsibilities

   The Company has a policy of being socially responsible and has established Social and Community Policy to be followed by the Company in respect of Social, Community and Environmental matters. The Board also recognises the need to maintain effective working relationships across a range of stakeholder groups, including shareholders, employees, partners and suppliers.

   The Company's operations and working methodologies take account of the need to balance the needs of all of these stakeholder groups while maintaining focus on the Board's primary responsibility to promote the success of Northamber for the benefit of its members as a whole.

   Effective Risk Management

   The Board is responsible for the systems of risk management and internal control and for reviewing their effectiveness. The internal controls are designed to manage rather than eliminate risk and provide reasonable but not absolute assurance against material

   misstatement or loss. The Company's detailed approach to the management of risk is set out in the section on Principal Risks and Uncertainties on pages 10 to 12. There is a risk assessment carried out by the Board at regular intervals.

   The Board maintains full control and direction over appropriate strategic, financial,

   organisational and compliance issues and has put in place an organisational structure with formally defined lines of responsibilities and delegation of authority. There are established procedures for planning, capital expenditure, information and reporting systems and for monitoring the company's business and its performance. The Board has delegated to executive management the implementation of the systems of internal control within an established framework that applies within the Company.

   Effective, well-functioning Board, with up-to-date skills and experience

   The Board normally comprises 4 executive and 2 independent Non-Executive Directors.

   The biographies of the Directors are set out on page 32. Similarly, the method of establishing the effectiveness and appropriateness of the Board is set out on page 29. This process includes

   the assessment of the range of skills and an evaluation of the effectiveness of each Director.

   All Directors have access to the advice and services of the Company Secretary, and the Board has established a procedure whereby any Director may seek independent professional advice in the furtherance of his duties at the Company's expense. All Directors are able to allocate sufficient time to the company to discharge their responsibilities.

   As required by the Company's articles of association, in every year at least one-third of the Directors offer themselves for re-election at the Annual General Meeting.

   The Board is responsible to the shareholders for the proper management of Northamber and meets at least four times a year to set the overall direction and strategy, to review operational and financial performance and to

   advise on management appointments. All key operational and investment decisions are subject to Board approval. The Board also regularly discusses matters informally through the year.

   Any Board member may request the Company Secretary to report on any specific matter and prepare information for discussion at the Board meetings.

   In addition to the Main Board there is an Audit Committee and Remuneration Committee, in each case chaired by a Non-Executive Director. Further details regarding the responsibilities of these committees can be found on pages 20 & 27.

   In view of the size of the Company and its share and Board structure it has determined that the appointment of a Nominations Committee is not warranted.

   Below the Main Board there is an Operations Committee comprising the executive Directors and senior management of the Company.

   The Director's attendance at Board meetings is shown on page 27.

   The role of the Board is to ensure that the Company is managed to optimise the benefits to its stakeholders including shareholders, staff, customers, suppliers and the community at large. To achieve this objective the Board reserves to itself certain matters such as the formulation of strategy, the assessment of risk, and the setting of internal control systems.

   Certain areas of responsibility of the Board are dealt with by committees of the Board such as the audit committee and the remuneration committee reporting back to the Main Board.

   The implementation of the decisions of the Main Board is delegated to the senior management of the company through the Operations Committee chaired by the Managing Director.

   Evaluate Board performance

   During the year, the Board reviewed each aspect of its role to ensure that it was fulfilling its role effectively and that each Director

   was individually making a full and effective contribution to the process. This was carried out by the Chairman reviewing the individual and collective contribution of the Board members against objectives.

   The result of that review was that having reviewed each Director's contribution and the requirements of the Company as a whole, each Director was effective and that the composition of the Board was appropriate and more than adequate for the time being.

   The Chairman, in conjunction with the executive team, ensures that the Directors' knowledge is kept up to date on key issues and developments pertaining to financial and governance

   matters, its operational environment and to the Directors' responsibilities as members of the Board. During the course of the year, Directors

   received updates from the Company Secretary and various external advisers on a number of corporate governance matters.

   Corporate Culture and Ethical Structures

   The corporate culture and ethics is based on honesty and integrity in all matters and relating to all parties. There are policies in place within the working practices within the Company to ensure compliance with the high standards set. Whistle blowing provisions are also in place to deal with any infringements of the policies. The policies are regularly reviewed, updated and communicated to all staff.

   The Company has adopted a share dealing code for the Directors and certain employees, which is appropriate for a company whose shares are admitted to trading on AIM (including relating to the restrictions on dealings during close periods in accordance with UK MAR and with Rule 21

   
   
   

   of the AIM Rules for Companies). The Company takes all reasonable steps to ensure compliance with the share dealing code by the Directors and any relevant employees.

   Governance Structures and Processes

   The Corporate Governance structure and processes are set out on pages 23 to 30.

   The Board is led by the Executive chairman and is responsible for the overall direction and strategy of the Company. The Non-

   Executive Directors are responsible for bringing independent and objective judgment to

   Board decisions, bringing a range of views and experience from different fields. As part of their role, the Non-Executive Directors constructively challenge and develop proposals on strategy.

   The Company Secretary is responsible for ensuring that Board procedures are followed and applicable rules and regulations are complied with.

   The Board has established an Audit Committee and a Remuneration Committee, each with formally delegated duties and responsibilities.

   The Audit Committee, which meets at least twice a year, is responsible for keeping under review the scope and results of the audit, its cost effectiveness and the independence of the auditor.

   Number of Board Meetings

   The Remuneration Committee, which meets at least once a year, is responsible for considering the remuneration packages for executive Directors and making recommendations as

   Communication

   The Board places a high priority on regular communications with its various

   stakeholder groups and aims to ensure that all communications concerning Northamber's

   activities are clear, fair and accurate. In addition to the statutory published information, the Company regularly updates its website for

   the benefit of shareholders, customers and suppliers. Communications with employees are maintained both by personal interaction with the Directors and senior management on a daily basis and through formal procedures.

   Communications with professional advisers ensure that the Company maintains and complies with up to date regulations regarding both internal and external communications.

   The results of voting on all resolutions in future general meetings will be posted to the website, including any actions to be taken as a result

   of resolutions for which votes against have been received from at least 20 per cent of independent shareholders.

   DIRECTORS

   Board of Directors

   The Group is led and controlled through the Board of Directors, which during the year comprised four executive and two Non-Executive Directors. Biographical details of each director in office during the year appear on page 30.

   All Directors have access to the advice and services of the company secretary, and the Board has established a procedure whereby any director may seek independent professional advice in the furtherance of his duties at the company's expense. All Directors are able to allocate sufficient time to the company to discharge their responsibilities.

   As required by the company's articles of association, one third of the Directors offer themselves for re-election every year.

   Non-Executive Directors

   The Board considers that the Non-Executive Directors were independent throughout the year. The Non-Executive Directors actively contribute to the functioning of the Board and bring a range of views and experience from different fields.

   Directors' Attendance

   As part of their role, the Non-Executive Directors constructively challenge and develop proposals on strategy. The Non-Executive Directors scrutinise the performance of management

   in meeting agreed goals and objectives and monitor the reporting of performance. They satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible. They determine appropriate levels of remuneration of executive Directors and have a prime role in appointing and, where necessary, removing executive Directors, and in succession planning.

   The senior independent Non-Executive director, as included in the biographical details on page 31, is available to shareholders if they have concerns which contact through the normal channels of chairman or other executive Directors have failed to resolve or for which such contact is inappropriate.

   appropriate.

   The Directors' Remuneration Report is set out on pages 21-22.

   Detailed processes and procedures are in place and available to all employees on a dedicated in house system to ensure that all operations, actions and decisions made by the employees are fully compliant and avoid undue risk.

   The internal procedures are reviewed and updated regularly to maintain the highest level of standards.

   The following table shows the attendance of Directors at the Board meetings held in the last year.

   	Entitled to Attend	Attended
   Mr Alexander Michael Phillips	7	7
   Mr John Phelim Henry	7	5
   Mr Antony Richard Lee	7	7
   Mr Colin Mark Thompson	7	7
   Mr Peter Dosanjh	5	5
   Mr Riccardo Reggio	7	7
   Mr Matthew Light	1	1
   Mr Jeremy Keefe	2	2

   Audit Committee

   The Audit Committee, currently chaired by Mr Riccardo Reggio, comprised the two Non-

   Executive Directors, all of whom are considered by the Board to be independent and to

   have sufficient recent and relevant financial experience to discharge the committee's duties.

   The Board considers that the members of the audit committee have the required understanding of:-

   • the principles of, content of and developments in financial reporting, including the applicable accounting standards and statements of recommended practice.

   • key aspects of the company's operations, including corporate policies, financing and systems of internal control.

   • matters that could influence or distort the presentation of accounts and key information.

   • the role of external auditors.

     The primary function of the audit committee is to enable the Board to monitor the integrity of the company's financial reports and manage the Board's relationship with the external auditors.

     Its other functions include the review and monitoring of:-

   • the financial reporting process

   • the annual audit

   • the effectiveness of the company's internal controls and risk management

   • the independence of the external auditors.

   The audit committee reports to the Board its findings identifying any matters which it

   considers requires that action or improvement is required and makes recommendations on the steps to be taken.

   The committee's terms of reference include all relevant matters required by the Disclosure and Transparency Rules and the relevant code provisions. The terms of reference of the audit

   committee have been reviewed and are available on request by writing to the company secretary at the registered address and on the Company's website.

   Overview of the Actions Taken by the Audit Committee to Discharge its Duties

   During the year the audit committee:-

   • reviewed the June 24 annual report and financial statements and the December 2024 half yearly financial report. As part of the review the committee received a report from the external auditors on their audit of the annual report and financial statements

   • reviewed the effectiveness of the company's internal controls

   • reviewed and agreed the scope of the audit work to be undertaken by the external auditors

   • agreed the fees to be paid to the external auditors for their audit of the 2025 report and financial statements

   • reviewed the whistle blowing procedures in place to enable staff to raise concerns in confidence about possible wrongdoing

   • considered the requirement for an internal audit function in the company and decided to recommend to the Board that such a function was not necessary at this stage

   • recommended that the Board re-appoint the external auditors Dains Audit Limited

External Audit

The engagement and independence of external auditors is considered annually by the Audit Committee before it recommends its selection to the Board.

The fees paid to the Auditors in the year are disclosed in Note 4 to the Group financial statements.

Dains Audit Limited also follows its own ethical guidelines and continually reviews its audit team to ensure its independence is not compromised.

Operations Committee

The Operations Committee comprises the executive Directors and certain senior business managers. It meets weekly and deals with the operational matters of the company other than those dealt with by the Remuneration and Audit Committees or by the full Board.

Board Effectiveness

The role of the Board is to ensure that the company is managed to optimise the benefits to its stakeholders including shareholders, staff, customers, suppliers and the community at large. To achieve this objective the Board reserves to itself certain matters such as the formulation of strategy, the assessment of risk, and the setting of internal control systems.

Certain areas of responsibility of the Board are dealt with by committees of the Board such as the audit committee and the remuneration committee reporting back to the main Board.

The implementation of the decisions of the main Board is delegated to the senior management of the company through the Operations Committee chaired by the operations director.

During the year the Board reviewed each aspect of its role to ensure that it was fulfilling its role effectively and that each director

was individually making a full and effective contribution to the process. This was carried out by the chairman reviewing the individual and collective contribution of the Board members against objectives and by the audit committee reviewing the performance of the chairman.

The result of that review was that having reviewed each director's contribution and the requirements of the company as a whole, each director was effective and that the composition of the Board was appropriate and more than adequate for the time being.

Going Concern Basis

The Group's activities together with the factors likely to affect its future development, performance and position are set out in the Strategic Report and the Directors' Report on pages 9 to 19. The financial position of the Group, its cash flow and its liquidity position

are described in the Chairman's Statement on pages 4 to 7. In addition, the Strategic Report also includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; and its exposure to credit risk and liquidity risk.

The Group has considerable financial resources and established market profile and relationships with a number of suppliers and customers. As a consequence, the Directors

believe that the company is well placed to manage its business risks appropriately despite the current economic outlook.

In carrying out their duties in respect of going concern, the Directors in December 2025 completed a review of the Group's financial forecasts for a period exceeding 12 months from the date of approving these financial statements to determine the potential impact on the Group of reasonably possible downside scenarios, including a review of the current market and relevant downsides due to inflationary and cost of living pressures together with the global economy. The Board are confident that with

the strong balance sheet and cash position all working capital requirements will be met. There have been no significant changes in levels of trading since the year end date.

After making enquiries, the Directors have formed a judgement, at the time of approving the financial statements, that there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors continue to adopt the going concern basis in preparing the financial statements.

Relations with Shareholders

The Directors are available to meet with the Group's institutional shareholders throughout the year on request.

Notice of the Annual General Meeting (AGM) is circulated to all shareholders at least 21 days

prior to the meeting. Directors attend the AGM and will be available to answer shareholders' questions.

Financial Reporting

The Group's control systems address key business and financial risks. The Board considers the greatest risks to be related to the realisable

The Board believes that its Annual Reports and financial statements represent a balanced and understandable assessment of the company's position and prospects whilst also complying with the legal and regulatory requirements for financial reporting relevant to the company.

Internal Control

The Board of Directors has overall responsibility for the Group's systems of internal control and for monitoring their effectiveness.

The Board maintains full control and direction over appropriate strategic, financial,

organisational and compliance issues and has put in place an organisational structure with formally defined lines of responsibilities and delegation of authority. There are established procedures for planning, capital expenditure, information and reporting systems and for monitoring the company's business and its performance. The Board has delegated to executive management the implementation of the systems of internal control within an established framework that applies within the company.

value of current assets, principally inventories and trade receivables. Particular attention

is paid to all matters relating to purchasing, inventories, revenues, trade receivables, cash, capital expenditure and foreign exchange.

Comprehensive documented procedures are used and are available to all staff via the extensive computer system.

A system of control is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. As and when areas of improvement are brought to the attention of the Board and management steps are taken to further embed internal control and risk management into the operations of the business.

The Board has considered the need for internal audit but has decided that because of the size of the Group it cannot be justified at present.

During the prior year, the company installed a new ERP, warehouse management and

accounting system which will drive efficiencies within the business and improve internal and financial controls. The effectiveness of this will continue to be reviewed in the forthcoming financial year.

Other Matters

The Directors have published the company's Corporate Governance policies which the Directors consider are relevant to the company on the company's website.

Induction programmes for new Directors are specifically designed for each director as appointed as the content varies depending on the background and experience of the appointee. There is therefore no standard induction programme for new Directors.

By order of the Board

S. Yoganathan ACMA Company Secretary 23 December 2025

The Directors are responsible for preparing the Strategic Report, the Directors' Report, and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare Group and parent company financial statements for each financial year. As required by the

AIM Rules for Companies, they are required to prepare Group financial statements in

accordance with applicable law and International Accounting Standards in conformity with the requirements of the Companies Act 2006 and have elected to prepare the parent company financial statements in accordance with UK-adopted international 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 parent company and 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;

• for the Group financial statements, state whether they have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006;

• for the parent company financial statements, state whether applicable International Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The Directors are responsible for maintaining adequate accounting records that are sufficient to show and explain the Group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and 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 Group and the company

and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Non-Executive Directors Executive Directors

Colin Mark Thompson *† (Age 65)

(resigned 30 September 2025) Non-executive director.

Colin Thompson has over 40 years' experience in the

distribution sector and was a Director in the Company from September 1991 to January 1999.

Riccardo Reggio *† (Age 54)

Non-executive director.

Riccardo Reggio is an experienced corporate strategy and M&A adviser who works with a variety of companies

to help them achieve their strategic goals.

Ian Kilpatrick *† (Age 73) (joined 11 September 2025) Non-executive director.

Ian Kilpatrick has over 40 years of experience within IT and channel, with a specialisation in cybersecurity.

Alexander Michael Phillips

(Age 39)

Executive Chairman

Alex Phillips joined Northamber PLC in 2014 as Director of Strategy, was appointed

as Commercial Director in February 2020, promoted to Managing Director in September 2020 and was appointed as Executive Chairman in January 2024.

John Phelim Henry (Age 63) Operations director

John Henry joined Northamber PLC in 1992 in the Sales Department. He was promoted to Operations Director in 2012.

Matthew Light (Age 53)

Matthew Light has 30 years of experience within AV and IT sector and joined Northamber as an Executive Director in March 2024, he is also the Managing Director of Tempura Ltd, a subsidiary of Northamber PLC.

* Member of Remuneration Committee

† Member of Audit Committee

Registered Office

Namber House

23 Davis Road, Chessington Surrey

KT9 1HS

Registrars

Computershare Investor Services PLC

The Pavilions, Bridgewater Road

Bristol BS13 8AE

Nominated Advisor & Broker

Singer Capital Markets One Bartholomew Lane London

Bankers

Barclays Bank PLC 6 Clarence Street

Kingston upon Thames Surrey

KT1 1NY

Registered Auditor

Dains Audit Limited

2 Chamberlain Square, Paradise Circus Birmingham

B3 3AX

Jeremy Keefe

(Age 61)

(resigned 30 September 2024) Managing Director

Jeremy Keefe has over 30 years industry experience and Joined Northamber PLC as Managing Director in January 2024.

Peter Dosanjh

(Age 56)

(resigned on 30 December 2024)

Peter Dosanjh joined Northamber PLC in 2018 as Director of Sales, was appointed as an Executive Director in July 2022.

Kris Grimwood

(Age 36)

(joined on 1 July 2025) Group Finance director

Kris Grimwood has over 15 years of experience, successfully operating in senior finance leadership positions across the big 4 professional services and the automotive and retail sector.

Antony Richard Lee

(Age 59)

(resigned 11 September 2025) Finance director

Antony Lee joined Northamber PLC in 2020 as Director of Finance and was appointed as Finance Director in 2021.

in the Group by reference to both its financial significance and other indicators of audit risk, such as complexity of operations and the degree of estimation and judgement in the financial results.

The Group financial statements are a consolidation of eleven reporting units,

In aggregate 93% of revenue and 97% of total assets were subject to audit of the entire financial information and 7% of revenue and 3% of total assets were subject to specified audit procedures, with any remaining balances reviewed at group level by the group engagement team.

We have audited the financial statements of Northamber Plc (the 'parent company') and its subsidiaries (the 'Group') for the year ended 30 June 2025 which comprise the consolidated statement of comprehensive income, the consolidated and parent company statements of financial position, the consolidated and parent company statements of changes in equity, the consolidated and parent company statements of cash flows, and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK adopted international accounting standards

and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

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 30 June 2025 and of the Group's loss for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;

• the parent company financial statements have been properly prepared in accordance with UK adopted international accounting standards; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

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 responsibilities for the audit of the financial statements section of our report. We are independent of the Group and parent 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 as applied to

listed entities, 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.

As part of designing our audit approach, we obtained an understanding of the Group and its environment, we determined materiality and assessed the risks of material misstatement

in the financial statements. In particular, we looked at where the Directors made subjective judgments, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group and the parent company, the accounting processes and controls, and the industry in which they operate. In establishing the overall approach to the Group audit, we assessed

the audit significance of each reporting unit

comprising the Group's operating businesses, property holding companies and intermediate holding companies. The Group audit team performed full scope audits of the entire financial information of Northamber Plc, Audio Visual Material Limited, Anitass Limited, Tempura Communications Ltd and Tempura Connect

Ltd. Component auditors from within the Dains Group in Republic of Ireland performed full scope audits of the entire financial information of Renaissance Contingency Services Limited and Tempura Communications Ireland

Limited. The remaining entities were subject to analytical review procedures and specified audit procedures over certain account balances and transaction classes by the group engagement team.

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.

To evaluate the directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting, we completed the following audit procedures:

• obtained an understanding of the relevant controls relating to the Group's budgeting and forecasting process;

• challenged the key assumptions underpinning the Group's forecasts; and

• assessed the appropriateness of the Group's disclosure concerning the adoption of the going concern basis of accounting.

The Directors' forecasts demonstrate that the Group can continue to trade for a period of at least 12 months from the date of approval of the financial statements.

We have reviewed the disclosures prepared by the Directors set out in Note 2 and consider them to be 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 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.

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

We apply the concept of materiality, both in planning and performing our audit and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements,

including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.

Based on our professional judgment, we determined materiality for the financial statements as a whole as follows:

For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of materiality allocated across components was between £2,500 and £1,010,000.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £63,000 (Group audit) (2024 - £42,000) and £40,000 (Company audit) (2024 - £38,000) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.

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 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 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the Strategic report and the Directors' Report 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 parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

  We have nothing to report in respect of the following matters in relation to which 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.

As explained more fully in the Directors' responsibilities statement set out on page 31, 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 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.

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 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.

We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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

• the senior statutory auditor 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 Group through discussions with directors and other management,

  and from our commercial knowledge and experience of the distribution 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 Group, including the financial reporting legislation, Companies Act 2006, the AIM listing rules, taxation legislation, anti-bribery, employment,

  and 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 Group'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; and

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

  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 set out in Note 2 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 company's legal advisors.

Because of 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 become 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: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.

Mark Hargate FCA (Senior Statutory Auditor) For and on behalf of Dains Audit Limited Statutory Auditor

Chartered Accountants

Birmingham

23 December 2025

Notes

2025

£'000

2024

£'000

For the year ended 30 June 2025

Share Capital

Share Treasury Premium Redemption Retained

Total

For the year ended 30 June 2025

attributable to the owners (4,028) (1,497)

Basic and diluted Loss per ordinary share 8 (14.69)p (4.87)p

The above results arise from continuing operations

The notes on pages 49 to 78 form part of the financial statements

Share Capital

Share Treasury Premium Redemption Retained Capital Shares Account Reserve Earnings

£'000 £'000 £'000 £'000 £'000

Total Equity

£'000

For the year ended 30 June 2025

Notes

2025

£'000

2024

£'000

For the year ended 30 June 2025

K Grimwood

Director

J Henry

Director

Company Registration number:

01499584

9,697 9,121

Profit on disposal of property, plant and equipment 24 -

Trade and other payables 15 (21,610) (20,993)

Total liabilities (21,610) (20,993)

Net assets 6,523 9,198

K Grimwood

Director

J Henry

Director

Company Registration number:

01499584

Northamber Report & Accounts 2025

1. General information

   Northamber plc is a public limited company incorporated and domiciled in the England and Wales under the Companies Act 2006 and is listed on the London Stock Exchange on the Alternative Investment Market. The address of the registered office is given

   on page 33. The nature of the company's operations and its principal activities are set out in the Strategic Report and the Directors' Report on pages 9-19.

2. Signifficant accounting policies

Basis of accounting

The financial statements have been prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.

The financial statements have been prepared under the historical cost basis. The functional and presentational currency of the Group

is pounds sterling. The figures have been rounded to the nearest one thousand pounds.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of Northamber plc and entities controlled by Northamber plc. Control is achieved if all three of the following are achieved: power over the investee, exposure to variable returns for the investee, and the ability of the investor to use its power to affect those variable returns.

The results of subsidiaries are included in the consolidated statement of comprehensive income and consolidated statement of financial position.

The results of entities acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, the accounts of the subsidiaries are adjusted to conform to the group's accounting policies. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

New and amended standards adopted by the Group

The Group has applied the following new standards and interpretations for the first time for the annual reporting period ended 30 June 2025:

• IFRS 7/IAS 7 Supplier finance arrangements

• IAS 1 Amendment: Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants

• IFRS 16 Amendment: Lease Liability in a Sale and Leaseback

The adoption of the standards and interpretations listed above has not led to any changes to the Group's accounting policies or had any material impact on the financial position or performance of the Group.

1. Signifficant accounting policies (continued)

   Standards issued but not yet effective

   At the date of authorisation of these financial statements, the following standards and interpretations relevant to the Group and which have not been applied in the financial statements, were in issue but were not yet effective.

   IFRS standards effective from 1 January 2025 onwards

   IAS21 Lacko f exchangeability

   The adoption of the above mentioned standards, amendments and interpretations in future years are not expected to have a material impact on the Group or Company's financial statements.

   Critical accounting judgements and other key sources of estimation uncertainty

   In the process of applying the Group's accounting policies, the Group is required to make certain estimates, judgements and assumptions that it believes are reasonable

   based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the periods presented.

   On an ongoing basis, the Group evaluates its estimates using historical experience,

   consultation with experts and other methods considered reasonable in the particular circumstances. Actual results may differ

   from the estimates, the effect of which is recognised in the period in which the facts that give rise to the revision become known. The Group believes that the estimates and judgements in relation to goodwill and intangible assets have the most significant impact on the annual results under IFRS as set out below.

   Business Combination

   Following the acquisition of Renaissance Contingency Services Ltd and Epatra B.V, the Directors have to make a number of judgements concerning the purchase consideration, given that an element of the consideration is contingent, and the

   separately identifiable intangibles and resulting goodwill. The Directors have assessed the contingent consideration to be paid by considering the post-acquisition

   performance of the acquired entities together with agreed budgets and forecasts. The Directors have estimated the value of the brands and customer list, taking into account expected customer attrition rates and future royalty schemes, and have compared this to pre and post-acquisition actual events.

   Impairment of intangible assets including goodwill

   Goodwill is not amortised but is subject, at a minimum, to annual tests for impairment or if there has been an indication of any impairment in the year. The initial goodwill

   recorded, and subsequent impairment review require management to make subjective judgements concerning the value in use

   of cash-generating units. This requires an estimate of the future cash flows expected to arise from the cash-generating unit and a suitable discount rate to calculate present

   value. The carrying amount at the end of the reporting period is £4,089,000 and details of the assumptions made are provided in Note

   11. No impairment has been identified during the year or at year end.

   Impairment of Investment - Parent entity

   The Directors assess the recoverability of investments in subsidiaries at the reporting date by reference to the profitability and its net asset position. Impairment reviews require management to make subjective judgements

   concerning the future cash flows arising from the subsidiary. Estimates over the future cash flows are made by management. Where applicable, investments in subsidiaries are impaired down to the amount assessed as recoverable. Directors have made an estimate of the future cash flows expected to arise from the investment and a suitable discount rate to calculate present value. The carrying amount at the end of the reporting period

   is £7,682,000, the details of the assumptions made are provided in Note 11 as these are the same as the goodwill impairment review. An impairment charge of £234k has been identified at year end.

   The principal accounting policies adopted are set out below.

   Revenue recognition

   Revenue is measured at the fair value of the consideration received or receivable for goods provided in the normal course of business, net of discounts, VAT and other sales related taxes.

   Nearly all the Group's revenues relate to the sale of goods, and the performance obligation under contracts with customers is satisfied on shipment of goods to the customer. Payment terms are varying between 30 and 90 days.

   The Group has determined therefore that revenue on sale of goods is recognised at the date the delivery of goods to the customer leaves the warehouse. Revenue is recognised at a point in time.

   The Group has a very small level of revenue from the provision of services, mainly assisting customers with the installation of equipment. The performance obligation in this case is satisfied on installation and is recognised as revenue at that point.

   The company makes bill and hold sales, in which delivery is delayed at the buyer's

   request but the buyer takes title to and risk in the goods, and accepts billing. This is on the basis that (a) the reason for the bill-and-hold arrangement must be substantive

   (for example, the customer has requested the arrangement); (b) the product must be identified separately as belonging to the customer; (c) the product currently must be ready for physical transfer to the customer; and (d) the company cannot have the ability to use the product or to direct it to another customer. The revenue is recognised at the time of invoicing, which is also when the goods are identified and made ready for the buyer and despatched.

   Revenues are stated after discounts, rebates, price reductions and provision for estimated levels of returns. Customers only have a

   right to return goods in accordance with contractual terms. Warranties are provided directly by the Group's suppliers to customers.

   Investment revenue is accrued on a time basis in accordance with the effective interest rate method.

   Foreign currencies

   Transactions in currencies other than pounds sterling, the functional currency of all Group entities, are recorded at the rates of exchange prevailing on the date of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting date. Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the period.

   Loss from operations

   Loss from operations is stated before investment income and finance costs.

   Retirement benefit costs

   Payments to defined contribution retirement benefit schemes are charged as an expense in the period in which they are incurred. The Group has no defined benefit retirement schemes.

   Taxation

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

   The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the profit or loss 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 date.

   Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be

   available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary differences arise from the initial recognition

   of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

   The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

   Deferred tax is calculated at the tax rates that are substantively enacted in the period when the liability is settled, or the asset is realised. Deferred tax is charged or credited to the profit or loss, except when it relates to

   items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

   Deferred tax balances have not been discounted.

   Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

   Business combinations

   The acquisition of subsidiaries and businesses is accounted for using the acquisition method.

   Measurement of consideration

   The consideration for each acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree.

   Contingent consideration is initially measured at fair value at the date of the business combination. Any subsequent adjustment to this fair value (such as meeting an earnings target), where the consideration is payable

   in cash, is recognised in the consolidated statement of comprehensive income.

   Fair value assessment

   Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Where the fair value of the assets and liabilities at acquisition cannot be determined reliably in the initial accounting, these values are considered to be provisional for a period of 12 months from the date of acquisition. If additional information relating to the condition of these assets and liabilities at the acquisition date is obtained within this period, then the provisional values are adjusted retrospectively. This includes the restatement of comparative information for prior periods.

   Goodwill arises where the cost of the business combination exceeds the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. This is recognised as an asset and is subject to impairment tests as noted in Note 11.

   Acquisition costs

   Acquisition costs are recognised in the consolidated statement of comprehensive income as incurred and separately disclosed within exceptional items due to the nature of this expense.

   Goodwill

   Goodwill arising on consolidation is recognised as an asset.

   Following initial recognition, goodwill is subject to impairment reviews, at least annually or if there is an indication of impairment and measured at cost less accumulated impairment losses. Any impairment is recognised immediately in the consolidated statement of comprehensive income and is not subsequently reversed.

   On disposal of a subsidiary the attributable amount of goodwill is included in the determination of the gain or loss on disposal.

   Other intangible assets

   Other intangible assets are measured initially at cost and are amortised on a straight-line basis over their estimated useful lives.

   The carrying amount is reduced by any provision for impairment where necessary.

   On a business combination, as well as recording separable intangible assets already recognised in the balance sheet of the acquired entity at their fair value, identifiable intangible assets that are separable or arise from contractual or other legal rights are also included in the acquisition balance sheet at fair value.

   Amortisation is charged within administrative expenses in the consolidated statement of comprehensive income so as to write off the cost or valuation of assets over their estimated useful lives, on the following basis:

   Intangible assets arising on acquisitions

   Brands 7 years straight line Customer relationships 7 years straight line Computer software 4 years straight line

   Property, plant and equipment

   Land and buildings are held for use in the production or supply of goods and services, or for administrative purposes and are stated in the balance sheet at cost less accumulated depreciation and impairment losses.

   Plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.

   Depreciation is charged so as to write off the cost of assets less any residual value, other than land, over their estimated useful lives, using the straight line method, on the following bases:

   Land and Buildings:

   Freehold premises (Northamber) 4% on freehold buildings, freehold improvements 25% straight line Freehold premises(Anitass Ltd) 2.5% on freehold buildings, freehold improvements 25% straight line Plant and equipment

   25% straight line

   The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

   Material residual value estimates are updated as required, but at least annually.

   Impairment of tangible and intangible assets

   At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

   Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs.

   Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using

   a pre tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

   If the recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, the carrying

   
   
   

   amount of the asset (or cash generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

   Where an impairment loss subsequently reverses, the carrying amount of the asset (cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount

   that would have been determined had no impairment loss been recognised for the asset (cash generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

   Inventories

   Inventories are stated at the lower of cost and net realisable value. Cost is on the FIFO basis and comprises finished goods and goods

   for resale. Net realisable value represents the estimated selling price less costs to be

   incurred in marketing, selling and distribution.

   Cost of inventories is based on original cost as amended by credits subsequently received or agreed with suppliers in respect of specific products. The provision for obsolete and slow moving stock is determined by frequent and regular reviews of stock, its ageing and rate of sale. Provisions are made which enable such obsolete stock as not returned to suppliers and slow moving stock to be sold at no loss.

   Investments

   Investments in subsidiaries are held at cost less any provision for impairment.

   Financial instruments

   1. Financial assets

      The Group has one class of financial asset that is recorded at amortised cost as detailed below.

      These assets, which are held to collect, arise principally from the provision of goods and services to customers (e.g. trade receivables). Impairment provisions for current and non-current trade receivables are recognised based on the simplified approach with IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process, the probability of the non-payment of the trade receivables is assessed. The probability is then multiplied by the

      amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables.

      For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised within administrative expenses in the consolidated statement of comprehensive income. On confirmation that the trade receivables will not be collectable, the gross carrying value of the asset is written off against the associated provision.

      Credit insurance is used for the large majority of trade receivables to mitigate against any potential risk of non-payment. The point at which the trade receivable is de-recognised, and an insurance asset is recognised under IAS37 when the economic benefit arising from the claim is virtually certain.

      Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward looking

      expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has

      been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.

      The Group's financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents in the consolidated statement of financial position. Cash and cash equivalents include cash in hand, deposits held at call with banks and other short term highly liquid investments.

   2. Financial liabilities

   The Group has one class of financial liability that is measured at amortised cost as detailed below.

   Trade payables are initially recognised at fair value, net of any transaction costs directly attributable to the issue of the instrument and are subsequently measured at amortised cost using the effective interest method which

   ensures that any interest expense and associated finance costs over the period to repayment is at a constant rate on the balance of the liability carried in the

   consolidated statement of financial position. For the purpose of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption as well as any interest payable while the liability is outstanding. Contingent deferred consideration is initially measured at fair value, with subsequent changes recorded at fair value through profit and loss.

   Equity instruments

   Equity instruments issued by the Company are recorded at fair value on initial recognition net of transaction costs.

   Equity comprises the following:

   Share Capital

   • represents the nominal value of equity shares.

     Share Premium

   • represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue.

     Capital Redemption Reserve

   • represents the nominal value of shares which have been redeemed and cancelled.

     Retained Earnings

   • represents all current and prior period retained profits and losses.

   The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to

   the extent that they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.

   The costs of an equity transaction that is abandoned are recognised as an expense.

   Where the Company purchases the Company's equity share capital (treasury shares), the consideration paid including any directly attributable incremental costs is deducted from equity attributable to the

   Company's equity holders until the shares are cancelled or re-issued.

   Where shares are cancelled a corresponding transfer of the nominal value of the shares cancelled is made to the capital redemption reserve.

   Capital management

   The Group's capital comprises equity, and its objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns to shareholders and to maintain an optimal capital structure.

   In order to manage the capital structure, the Group can adjust the amount of dividends paid to shareholders, purchase the Company's shares, return capital to shareholders or issue new shares.

   In line with Group policy, the Group has no external debt finance hence gearing is not measured. The company has paid final and interim dividends in the year.

   Equity comprises the items detailed within the principal accounting policy for equity and financial details can be found in the statement of financial position. The

   company adheres to the capital maintenance requirements set out in the Companies Act 2006.

   Going Concern basis

   The going concern basis of preparing the financial statements has been adopted as in the view of the Directors, as set out in the notes on Corporate Governance, the

   company has adequate resources to continue in operational existence for the foreseeable future. Please see Corporate Governance Report for further information on Pages 23-30.

   Segmental reporting

   Management has determined that there is only one operating segment of the Group as the total business of the company is

   the sourcing and distribution of computer related products and this is how information is reported to the Chief Operating Decision Maker. The Board in carrying out its strategic planning and decision making has, necessarily, to take consideration of the inter relatedness of the product range and the customer base and thus treat the operations of the Group as a whole. All decisions on the

   allocation of resources impacts on all aspects of the Group. Information presented to the Chief Operating Decision Maker is the same as is reported in these financial statements.

   Leases

   The Group assesses whether a contract is or contains a lease, at inception of a contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of

   the time pattern in which economic benefits from the leased asset are consumed.

   The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit

   in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.

   Lease payments included in the measurement of the lease liability comprise fixed lease payments (including in-substance fixed payments) less any lease incentives;

   The lease liability is included in 'Trade and other payables' on the Consolidated Statement of Financial Position.

   The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

   The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

   Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

   The right-of-use assets are included in the 'Property, plant and equipment' in the Consolidated Statement of Financial Position.

   The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described on page 52.

2. Revenue

   Although the sales of the Group are predominantly to the UK there are sales to other countries, and the following table sets out the split of the sales for the year. Revenue is attributed to individual countries based on the location of the customer.

   Revenues comprise:	2025 £'000	2024 £'000
   Revenue from contracts with customers - UK	48,822	55,339
   Revenue from contracts with customers - Non UK	14,484	669
   	63,306	56,008

   Revenue from contracts with customers comprises sale of goods which are recognised at a point in time and relate to electrical or electronic products. Service revenues are immaterial.

   No customer accounted for more than 10% of the Group's revenue for the year. All non-current assets are located in the country of domicile.

3. Operating Loss

   Operating loss is stated after charging:
   	2025 £'000	2024 £'000
   Foreign exchange loss	99	76
   Depreciation of property, plant and equipment	482	412
   Amortisation of intangible assets	448	296

   Fees paid to the company's auditor

   • for the audit of the company annual financial statements 60 57

   • for the audit of subsidiary undertakings 58 38

     Employee benefit expense 6,481 5,548

     No profit and loss account for Northamber plc has been presented as permitted by Section 408 of the Companies Act 2006.

     
     
     
4. Staff costs

   The average monthly number of persons (including executive Directors) employed by the Group during the year was:

5. Tax expense (continued)

The charge for the year can be reconciled to the loss per the Statement of comprehensive income as follows:

All pension costs relate to defined contribution schemes.

Included in the above is key management personnel compensation as set out below. Full details of director's remuneration are set out in the Report to Shareholders by the Board of Directors' Remuneration on page 21. The company has identified the key management personnel as the executive and Non-Executive Directors, and all their remuneration received amounts to short-term employment benefits except for pension contributions.

The Group has tax losses of £9.1 million (2024: £5.4 million) to carry forward. No deferred tax asset is recognised in respect of the losses as there is uncertainty over the timing of future taxable profits sufficient to utilise the losses.

Deferred Tax

Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 25% (2024: 25%).

2025

£'000

2024

£'000

Remuneration

The movement on the deferred tax account is as shown below:

2025

Group

2024

Salaries and Fees 434 528

Social security costs 55 60

Pension costs 36 33

Benefits 28 29

553 650

Group

2025 2024

£'000 £'000

£'000 £'000

At 1 July 456 -

Arising on business combination 95 456

At 30 June 551 456

See Note 23 for further details of the deferred tax arising on business combination in the year. All deferred tax relates to goodwill arising on business combinations.

Current taxation

Charge for the year 2 -

2 -