REGISTERED NUMBER: 09067025 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 May 2024

for

Surescreen Holdings Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Profit and Loss Account

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

D S Campbell

A R Campbell

A J Campbell

REGISTERED OFFICE:

17 Eagle Park

Alfreton Road

Derby

Derbyshire

DE21 4BF

REGISTERED NUMBER:

09067025 (England and Wales)

AUDITORS:

Bates Weston Audit Ltd

Statutory Auditors

Chartered Accountants

The Mills

Canal Street

Derby

DE1 2RJ

The directors present their strategic report for the year ended 31 May 2024.

REVIEW OF BUSINESS

During the year, the company made a loss of £143,735 (2023: £19,790,281), due to a provision for irrecoverable intercompany loans and the administrative expenses of the company.

The group has been through the business to reduce costs to the correct level required for the business to thrive and grow into the future which will be seen in subsequent periods.

The group is considering an exercise to write off intercompany balances following this exceptional period, which will reduce debts in the company.

PRINCIPAL RISKS AND UNCERTAINTIES

Sales, budgets and cashflow predictions for 2025 and 2026 show that the company can continue to meet any debts as they fall due moving forward. In addition to this, the sale of business assets including properties in line with the restructure, help reduce running costs further whilst also generating additional funds which can be allocated as required.

KEY PERFORMANCE INDICATORS

Performance is measured on an ongoing basis by KPIs across the whole group such as turnover, gross margins, overheads, and cash levels.

ON BEHALF OF THE BOARD:

D S Campbell - Director

20 August 2025

The directors present their report with the financial statements of the company for the year ended 31 May 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 May 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 June 2023 to the date of this report.

D S Campbell

A R Campbell

A J Campbell

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

D S Campbell - Director

20 August 2025

Opinion

We have audited the financial statements of Surescreen Holdings Limited (the 'company') for the year ended 31 May 2024 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 May 2024 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Based on our understanding of the company and industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the industry and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. Audit procedures performed by the engagement team included:

-

Enquiry of management around actual and potential litigation and claims;

-

Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

-

Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

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 www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Ian Neal FCA CTA (Senior Statutory Auditor)

for and on behalf of Bates Weston Audit Ltd

Statutory Auditors

Chartered Accountants

The Mills

Canal Street

Derby

DE1 2RJ

3 September 2025

TURNOVER

-

-

Administrative expenses

143,735

19,789,787

OPERATING LOSS

(143,735

)

(19,789,787

)

Interest payable and similar expenses

5

-

494

LOSS BEFORE TAXATION

(143,735

)

(19,790,281

)

Tax on loss

6

-

-

LOSS FOR THE FINANCIAL YEAR

(143,735

)

(19,790,281

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(143,735

)

(19,790,281

)

FIXED ASSETS

Investments

8

834

834

Investment property

9

9,220,272

9,237,737

9,221,106

9,238,571

CURRENT ASSETS

Debtors

10

1,995,636

1,527,814

Cash at bank

933,072

650,443

2,928,708

2,178,257

CREDITORS

Amounts falling due within one year

11

1,451,260

574,539

NET CURRENT ASSETS

1,477,448

1,603,718

TOTAL ASSETS LESS CURRENT LIABILITIES

10,698,554

10,842,289

CAPITAL AND RESERVES

Called up share capital

12

600

600

Retained earnings

13

10,697,954

10,841,689

SHAREHOLDERS' FUNDS

10,698,554

10,842,289

The financial statements were approved by the Board of Directors and authorised for issue on 20 August 2025 and were signed on its behalf by:

D S Campbell - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 June 2022

600

90,886,970

90,887,570

Changes in equity

Dividends

-

(60,255,000

)

(60,255,000

)

Total comprehensive income

-

(19,790,281

)

(19,790,281

)

Balance at 31 May 2023

600

10,841,689

10,842,289

Changes in equity

Total comprehensive income

-

(143,735

)

(143,735

)

Balance at 31 May 2024

600

10,697,954

10,698,554

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements

The financial statements contain information about Surescreen Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

The company is a wholly owned subsidiary undertaking of Surescreen Holdings (2022) Limited. The company has taken advantage of the exemption contained within Financial Reporting Standard 102 and has therefore not disclosed transactions with entities which form part of the group, other than as normally disclosed in the notes to the financial statements.

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Fixed asset investments

Fixed asset investments are stated at cost less provisions for permanent diminution in valuations. Cost includes attributable expenses associated with the purchase of the investment.

Judgements in applying accounting policies and key sources of estimation

In the application of the company's accounting policies the directors are required to make judgement estimates and assumptions about the carrying amounts of the company's assets and liabilities. These are based on historical experience and other factors that are considered relevant and are reviewed on a regular basis and recognised in the period in which the estimate is revised. Actual results may differ from these estimates.

The following are the critical judgements and where relevant the key sources of estimation uncertainty:

The carrying value of fixed asset investments is assessed annually and reviewed for any indications of impairment.

As regards to the fair value of the properties held for investment purposes, the directors have considered the portfolio on an aggregate basis given the capital growth potential in the foreseeable future.

The recoverability of debtors is assessed on the likelihood and circumstances of the particular cost.

Going concern

The financial statements for the year ended 31 May 2024 have been prepared on the going concern basis.

For the year ended 31 May 2024, the company generated a loss of £143,735 with net assets still at £10,698,554.

The company continues to have a strong balance sheet through significant investment property, and has minimal running costs. The directors believe that the company will have adequate resources to continue to operate for the next twelve months and as such, the directors continue to adopt the going concern basis in preparing the financial statements.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 May 2024 nor for the year ended 31 May 2023.

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

2024

2023

Directors

3

3

2024

2023

£

£

Directors' remuneration

-

-

4.	EXCEPTIONAL ITEMS

2024

2023

£

£

Irrecoverable intercompany loan

(76,402

)

(17,364,502

)

Impairment of investment in subsidiary

-

(1,300,200

)

(76,402

)

(18,664,702

)

Irrecoverable intercompany loan in the prior year represents amounts irrecoverable from fellow group companies.

The investment in subsidiary is impaired in the prior year due to the net liabilities position of the most up to date financial statements.

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Interest on taxation

-

494

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 May 2024 nor for the year ended 31 May 2023.

7.

DIVIDENDS

2024

2023

£

£

Ordinary shares of £1 each

Interim

-

60,000,000

A Ordinary shares of £1 each

Interim

-

85,000

B Ordinary shares of £1 each

Interim

-

85,000

C Ordinary shares of £1 each

Interim

-

85,000

-

60,255,000

8.	FIXED ASSET INVESTMENTS

Unlisted

investments

£

COST

At 1 June 2023

and 31 May 2024

834

NET BOOK VALUE

At 31 May 2024

834

At 31 May 2023

834

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

Subsidiaries

Surescreen Diagnostics Limited

Registered office: 17 Eagle Park, Alfreton Road, Derby, DE21 4BF

Nature of business: Human health activities

%

Class of shares:

holding

Ordinary

100.00

Surescreen Scientifics Limited

Registered office: 17 Eagle Park, Alfreton Road, Derby, DE21 4BF

Nature of business: Technical testing and analysis

%

Class of shares:

holding

Ordinary

100.00

Nutrivitality Limited

Registered office: 17 Eagle Park, Alfreton Road, Derby, DE21 4BF

Nature of business: Manufacture of dietic food

%

Class of shares:

holding

Ordinary

100.00

Nutrivitality is currently in liquidation.

Surescreen Ireland Limited

Registered office: 9 Exchange Place, I.F.S.C Dublin 1, Dublin, Ireland

Nature of business: Dormant company

%

Class of shares:

holding

Ordinary

100.00

Surescreen Life Sciences Limited

Registered office: 17 Eagle Park, Alfreton Road, Derby, DE21 4BF

Nature of business: Dormant company

%

Class of shares:

holding

Ordinary

100.00

Associated company

Calmen Lifestyle Company Ltd

Registered office: Cassidys Chartered Accountants, South Stour Offices, Mersham, Kent, England, TN25 7HS

Nature of business: Manufacture of perfumes and toilet preparations

%

Class of shares:

holding

Ordinary

20.52

31.1.23

31.1.22

£

£

Aggregate capital and reserves

(86,220

)

(20,193

)

Loss for the year

(306,027

)

(475,397

)

Company dissolved on 19 November 2024.

9.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 June 2023

9,237,737

Revaluations

(17,465

)

At 31 May 2024

9,220,272

NET BOOK VALUE

At 31 May 2024

9,220,272

At 31 May 2023

9,237,737

If investment property had not been revalued it would have been included at the following historical cost:

2024

2023

£

£

Cost

10,311,362

10,311,362

Aggregate depreciation

(860,490

)

(654,264

)

Investment Property totalling £7,289,643 was valued on a fair value basis in January 2024 by FHP Property Consultants and the directors consider this to be the fair value at 31 May 2024. The remaining property totalling £1,930,629 was valued on a fair value basis by the directors at 31 May 2024.

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

1,994,681

1,523,664

Other debtors

360

4,150

Prepayments

595

-

1,995,636

1,527,814

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

-

21,642

Amounts owed to group undertakings

1,451,260

298,969

Other creditors

-

253,928

1,451,260

574,539

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

600

Ordinary

£1

600

600

13.

RESERVES

Retained

earnings

£

At 1 June 2023

10,841,689

Deficit for the year

(143,735

)

At 31 May 2024

10,697,954

14.	ULTIMATE PARENT COMPANY

The company's immediate and ultimate parent undertaking is Surescreen Holdings (2022) Limited, which prepares group financial statements. The registered office of Surescreen Holdings (2022) Limited is 17 Eagle Park, Alfreton Road, Derby, DE21 4BF. Copies of the consolidated financial statements of Surescreen Holdings (2022) Limited are available from the Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ.