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

The Linstol UK Group is part of a Group headed by the Hoffmann Family of Companies a USA based family fund which is an investment vehicle used to acquire Companies across the world and particularly in the US marketplace. The Linstol UK Group will benefit from synergies provided by collaboration with its owners as well as the financial strength of the Hoffmann Family of Companies.

In the year ended 31 December 2024, we have made significant progress financially, operationally, and strategically. We have continued to build and develop our strong customer base with significant increases in revenue and gross margin as a result. This is detailed in our financial review.

Our key strategic focus has been to continue expanding our product range to our current and new airline customers while responding to evolving customer demands in a dynamic marketplace.

MARKET REVIEW

Market overview

Across the year the Linstol UK Group continued to develop and innovate in its headset product range which is a key driver in revenue growth. We have additionally launched new products in the amenity kits and textile product ranges to expand our product portfolio.

The addressable market

Our focus continues to be the airline marketplace due to the growth of this sector and our international footprint.

Where are we in the market

We are the market leaders in headset supply to the airline industry and sell more individual headsets than all the market leading retail brands. Our focus is to continue our headset dominance but to expand our footprint in the amenity kit and textile space.

OPERATIONAL REVIEW

Customer and sales growth

We have expanded our customer revenue from US$41.2 million in 2023 to US$53.2 million in 2024 a 29.0% uplift. We have 70 live and active customers in 2024. We continue to work closely with our customers to increase our revenue and market share in the airline industry.

Employees

At Linstol we bring together the best talent from around the world and empower them to create, deliver and excel for the benefit of our customers. Our employees embody our culture built on ambition, innovation, collaboration, and dedication, and they thrive in an environment that inspires and encourages. Unwavering Respect and Team Spirit, a Progressive Outlook, Independent Thinking and Idea Sharing, and Flexibility to work and succeed on their own initiative. We understand that supporting each other, celebrating our diversity, championing work/life balance, and being of charitable service makes us stronger as a business and good stewards in the communities we serve.

For the year ended 31 December 2024, at the end of the year the number of employees in Linstol UK Group was 47 employees, compared to 35 employees at the end of 31 December 2023. This was due to recruitment as the Group was light of resource post COVID-19 and a drive to increase headcount was required to enable the Group to achieve it’s ambitious growth plans.

The financial results for the period ended 31 December 2024 reflect a period of solid organic growth together with the first full year of our first acquisition of MNH Group.

STATEMENT OF INCOME

Revenue for the year ended 31 December 2024 increased by 29.0% to US$53.2 million (year ended 31 December 2023:US$41.2 million).

Gross Margin for the year ended 31 December 2024 increased by 38.7% to US$10.7 million (year ended 31 December 2023:US$7.7 million).

Net Profit before Taxation for the year ended 31 December 2024 decreased by 48.1% to US$1.6 million (year ended 31 December 2023:US$3.2 million).

The improvement in both revenue and gross margin are largely due to a full year in 2024 of the MNH Group acquisition.

The decrease in Net Profit before Taxation is due to increased payroll costs due to additional staff appointments as we look to aggressively grow the business in the next 3 years.

STATEMENT OF FINANCIAL POSITION

Cash and cash equivalents at 31 December 2024 were US$2.6 million (31 December 2023:US$4.5 million)

Net assets at 31 December 2024 have increased to US$6.8 million (31 December 2023:US$5.9 million) primarily as a result of an increase in the profit for the year.

KEY PEFORMANCE INDICATORS

The main key performance indicators were as follows:

The key performance indicators are monitored each month by the Board to ensure they are progressing as planned in a timely manner. At this stage the board is confident that these targets are being met.

SUMMARY AND OUTLOOK

We stand as one of the market leaders in our industry, and with our new ownership under the Hoffmann Family of Companies are well positioned to continue to thrive and prosper well into the future.

The management of the business and the execution of the Group’s strategy are subject to a number of risks. The key risks affecting the Group are set out below. Risks are formally reviewed by the board and appropriate processes put in place to monitor and mitigate them. If more than one event occurs, it is possible that the overall effect of such events would compound the possible adverse effects on the Group.

Competition

The Group operates, in a highly competitive market particularly with airlines regularly benchmarking pricing through tender processes including reverse auctions.

Employees

The Group’s performance depends largely on local staff. The loss of key individuals and the inability to recruit people with the right experience and skills could adversely impact the Group’s results. To mitigate these issues the Group has introduced comprehensive training and learning programmes for all employees alongside competitive remuneration packages designed to retain key individuals.

The Group is subject to the wider economic impacts of the economic slowdown in the Group’s core markets, the global labour shortage together with unforeseen events like COVID-19, core markets are continually reviewed and the position monitored by management as developments arise.

FINANCIAL RISK MANAGEMENT

Individual Companies manage their own financial risk with the support of the wider Linstol Group. The directors review the Group’s exposure to financial risks on an ongoing basis.

The Group does not extensively use derivative financial instruments to manage financial risk, and as such, the Board have taken the view that hedge accounting is not applied.

Foreign exchange risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. The Group uses foreign currency bank accounts, FX spot deals, and forward contract deals to reduce exposure to foreign currency risk.

Credit risk

The Company has significant concentrations of credit risk. This credit risk is managed at the ultimate parent company level through a credit insurance policy, and through credit verification procedures prior to providing credit terms. Any outstanding customer balances are monitored on an ongoing basis and provisions for doubtful debts made as appropriate.

Liquidity risk

The ultimate parent company has access to significant credit lines, minimising liquidity risk.

Business relationships with customers and suppliers

The directors consider the Group’s customers to be the organisations that are the end users of the Group’s products.

The directors receive regular feedback from the Group’s customers through regular meetings with the customers, and an annual exhibition in Hamburg which is attended by all our customers. In the year ended 31 December 2024 the directors decided to continue increasing investment into product research and development to ensure the Group’s products continue to meet the evolving needs of its customers in a competitive market.

The directors continue to focus on maintaining strong long-term relationships as a reliable partner for the Group’s suppliers.

Employees

The directors are committed to ensuring the Group is a responsible employer, with consultation processes in place to allow views of employees to be considered when decisions are made that are likely to affect their interests.

The directors promote a high-performance culture which includes the clear articulation of business objectives and the alignment with personal goals and development. The Group invests in employee training and development programmes as well as annual performance reviews. The Group is also committed to providing tools and resources to assist employees with the management of their health and well-being.

Environment and the wider community

The directors are mindful of the impact their decisions have on the community and the environment. They take a long-term and all-inclusive approach to managing the environmental risks and opportunities facing the business.

During 2024 the group published our Beyond Zero sustainability strategy based on 3 pillars including reducing CO2 emissions, working in harmony with nature and valuing natural resources. The group were also proud to publish our first annual Sustainability Report as part of our annual EcoVadis assessment, in which we received an improved gold rating (76%) placing Linstol in the top 5% of rated companies worldwide. The group also published our first global Carbon Emissions report for a 2019 pre-Covid baseline (total 59,929 Tons CO2e) and 2023 (68,830 Tons CO2e), and made long-term commitments to strive to achieve a 30% reduction in GHG emissions by 2030; 50% reduction by 2035 and Net Zero status by 2040. In 2024 the group off-set 2,812 Tons CO2e from freight of customer shipments through our partnership with Pachama which is a strong start towards our reduction targets, and maintained our corporate sponsorship of social enterprise, Plastic Bank, funding the collection of over 96,000 Kgs of ocean bound plastic to date.

Members

The Group is a wholly owned subsidiary of Linstol USA LLC, and the directors engage with Linstol USA LLC management on a regular basis with regards to strategy of the business, particularly in respect of any potential new business opportunities which may require collaboration with other Linstol Group operations, together with the ongoing processes for financial planning and the monitoring of financial performance.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company and group continued to be that of the supply of cabin related passenger products for airlines and airline associated companies.

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The directors are responsible for preparing the Annual Report 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

In accordance with the Companies Act the Strategic Report on pages 1 to 4 provides a fair review of the group's business and description of the principal risks and uncertainties facing the group. It also contains information on the group's performance and strategy.

We have audited the financial statements of Linstol UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The 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 our 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.

In the light of the knowledge and understanding of the group and the parent company and their 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, 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 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 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

• 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 bias and 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 indicators of potential 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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 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.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was $848,913 (2023 - $1,949,292 profit).

Linstol UK Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Beech House North East Wing, Ancells Road, Fleet, Hampshire, England, GU51 2UN.

The group consists of Linstol UK Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in US Dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

Contingent consideration is included in the cost of the combination at the acquisition date if additional payments are probable and can be measured reliably. The liability is measured at the present value of the estimated future payments, using a discount rate reflecting conditions at the acquisition date. If the additional payment becomes probable and/or reliably measurable only after the acquisition date it is recognised as an adjustment to the cost of the combination and goodwill at that time. Similarly, if estimated future payments are revised, for example due to the non-occurrence of future events that had been expected to occur, the resulting adjustment is recorded against goodwill. However, changes resulting from the unwinding of the discount are recognised in profit or loss.

The consolidated group financial statements consist of the financial statements of the parent company Linstol UK Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the company and group has adequate resources to continue in operational existence for the foreseeable future. The directors have considered the likely future cashflows of the business and have considered the balance sheet and the group facilities available at this point in time.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

In the parent company financial statements, investments in subsidiaries, are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end 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 it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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 immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or 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 (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, 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.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

Transactions in currencies other than US Dollars are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition 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 end 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 expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, 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 assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Determine whether there are any indications of impairment of the group's tangible and intangible fixed assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset.

The directors have determined whether leases entered into by the group are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The Group has acquired a business for which part of the consideration is contingent on future performance over a three year earn-out period. A financial liability for contingent consideration has been recognised as management have applied judgement and concluded that a payment is probable and that a reliable estimate can be made. The key assumptions applied in estimating the related liability are the expected performance of the acquired business against an earn-out target, for each earn-out year running from 1 July to 30 June, with the first year being 1 July 2023, to 30 June 2024.

The liability is measured at the present value of the estimated future payments using a discount rate that reflects the conditions at the acquisition date. As part of the acquisition process, a forecast is prepared of the financial performance of the business over the earn-out period. These forecasts are regularly reviewed and updated based on actual performance of the acquired business following the transaction. The liability recognised for contingent consideration, which reflects the time value of money, is disclosed in notes 17 and 18 along with information about the maximum exposure.

An income approach valuation using the multi period excess earning method (“MPEEM”) has been used. The MPEEM takes the cashflows generated by all assets in a particular set of cashflows, then deducts earnings attributable to the assets not being valued through the application of contributory asset charges (“CACs”).

Goodwill is calculated as the residual value of consideration paid above the fair value of net assets at the acquisition date.

An income approach, based upon the Relief From Royalty method has been used. The Relief From Royalty method is based upon the assumption that if the company were to license in an equivalent software, it would have to pay a royalty. The cost savings of not having to license such a software is discounted to estimate the present value.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 December 2024 are as follows:

Included within other creditors is contingent consideration of $791,755 (2023: $769,269). The liability has been calculated at its maximum exposure.

Included within other creditors is contingent consideration of $1,199,373 (2023: $1,642,271). The liability has been calculated at its maximum exposure.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences and restrictions:

All rights attached. Each share is entitled to one vote in any circumstances and is entitled to dividend payments or any other distribution.

Guarantees

The company has a cross guarantee with Linstol USA LLC, the parent company. Under certain circumstances, Linstol UK Limited may be required to provide funds for the repayment of loans held by Linstol USA LLC. At 31 December 2024, there was no liability payable by Linstol UK Limited in respect of these loans.

The company also has guarantees with external parties totalling $465,659 (2023: $627,433).

Securities

The company has security with external parties by way of a fixed and floating charge over the assets of the company.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

During the year the company entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

The immediate parent company is Linstol USA LLC, incorporated in the United States of America. The registered office is 3845 Beck Blvd, Suite 821, Naples, FL 34114, United States of America.

The ultimate parent entity is The Jerrylin M. Hoffmann Trust, registered in the United States of America. The registered office is 825 Green Bay Road, Wilmette, IL 60091, United States of America.

The prior year has been restated to reclassify the earn-out contingent consideration as a liability, where previously it was recorded in the financial statements as a provision. There is no impact on the profit for the year nor the net assets at year end arising from this restatement.