REGISTERED NUMBER: 05520846 (England and Wales)

Report of the Directors and

Unaudited

Consolidated Financial Statements

for the Year Ended 31 March 2025

for

Delphic HSE Solutions Limited

Page

Company Information

1

Report of the Directors

2

Consolidated Income Statement

3

Consolidated Statement of Financial Position

4

Company Statement of Financial Position

6

Consolidated Statement of Changes in Equity

8

Company Statement of Changes in Equity

9

Notes to the Consolidated Financial Statements

10

DIRECTORS:

C I Betton

Mrs C E Betton

Mrs E Garner

R M Boughton

Dr P Leinster

Dr J Wakefield

T W Garner

SECRETARY:

Mrs C E Betton

REGISTERED OFFICE:

1 Minster Court

Tuscam Way

Camberley

Surrey

GU15 3YY

REGISTERED NUMBER:

05520846 (England and Wales)

ACCOUNTANTS:

Butt Miller

Chartered Accountants

1 Minster Court

Tuscam Way

Camberley

Surrey

GU15 3YY

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

Delphic HSE Solutions Limited is a toxicological consultancy specialising in risk management and safety assessment. The majority of work carried out is driven by legislation and involves safety assessments of consumer, personal care and industrial products as required by legislation and all of our assessment staff are professionally qualified. The company also assesses, implements and advises on management systems designed to ensure workplace safety and that the environmental impacts are controlled and managed effectively. The client base ranges from small start up companies manufacturing personal care products, to major UK retailers and multinational companies engaged in energy and consumer goods production. Delphic HSE Solutions Limited also carries out toxicological assessment work for major international testing laboratories such as SGS, Bureau Veritas, Intertek and TUV.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

C I Betton

Mrs C E Betton

Mrs E Garner

R M Boughton

Dr P Leinster

Dr J Wakefield

T W Garner

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Mrs E Garner - Director

17 September 2025

TURNOVER

4,901,193

4,004,481

Cost of sales

(2,329,718

)

(1,971,932

)

GROSS PROFIT

2,571,475

2,032,549

Administrative expenses

(2,165,583

)

(2,078,085

)

405,892

(45,536

)

Other operating income

88,834

-

OPERATING PROFIT/(LOSS)

494,726

(45,536

)

Interest receivable and similar income

4,521

5,428

499,247

(40,108

)

Interest payable and similar expenses

(7,581

)

(6,039

)

PROFIT/(LOSS) BEFORE TAXATION

491,666

(46,147

)

Tax on profit/(loss)

(98,001

)

(7,601

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

393,665

(53,748

)

Profit/(loss) attributable to:

Owners of the parent

393,665

(53,748

)

FIXED ASSETS

Tangible assets

7

31,850

35,368

Investments

8

-

-

31,850

35,368

CURRENT ASSETS

Debtors

9

1,153,554

756,094

Cash at bank and in hand

323,603

226,153

1,477,157

982,247

CREDITORS

Amounts falling due within one year

10

(592,015

)

(345,199

)

NET CURRENT ASSETS

885,142

637,048

TOTAL ASSETS LESS CURRENT LIABILITIES

916,992

672,416

CREDITORS

Amounts falling due after more than one year

11

(1,667

)

(43,282

)

PROVISIONS FOR LIABILITIES

(602

)

(935

)

NET ASSETS

914,723

628,199

CAPITAL AND RESERVES

Called up share capital

121

121

Share premium

47,680

47,680

Capital redemption reserve

3

3

Retained earnings

866,919

580,395

914,723

628,199

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2025.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 March 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 17 September 2025 and were signed on its behalf by:

Mrs E Garner - Director

FIXED ASSETS

Tangible assets

7

22,810

30,924

Investments

8

8,230

8,230

31,040

39,154

CURRENT ASSETS

Debtors

9

1,489,197

1,109,863

Cash at bank and in hand

273,958

162,491

1,763,155

1,272,354

CREDITORS

Amounts falling due within one year

10

(1,520,867

)

(694,379

)

NET CURRENT ASSETS

242,288

577,975

TOTAL ASSETS LESS CURRENT LIABILITIES

273,328

617,129

CREDITORS

Amounts falling due after more than one year

11

(1,667

)

(43,282

)

PROVISIONS FOR LIABILITIES

(602

)

(935

)

NET ASSETS

271,059

572,912

CAPITAL AND RESERVES

Called up share capital

121

121

Share premium

47,680

47,680

Capital redemption reserve

3

3

Retained earnings

223,255

525,108

271,059

572,912

Company's (loss)/profit for the financial year

(198,875

)

35,870

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 17 September 2025 and were signed on its behalf by:

Mrs E Garner - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 April 2023

121

722,292

47,680

3

770,096

Changes in equity

Dividends

-

(74,628

)

-

-

(74,628

)

Total comprehensive income

-

(53,748

)

-

-

(53,748

)

Foreign currencies translation

exchange differences

on consolidation

-

(13,521

)

-

-

(13,521

)

Balance at 31 March 2024

121

580,395

47,680

3

628,199

Changes in equity

Dividends

-

(102,978

)

-

-

(102,978

)

Total comprehensive income

-

393,665

-

-

393,665

Foreign currencies translation

exchange differences

on consolidation

-

(4,163

)

-

-

(4,163

)

Balance at 31 March 2025

121

866,919

47,680

3

914,723

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 April 2023

121

563,866

47,680

3

611,670

Changes in equity

Dividends

-

(74,628

)

-

-

(74,628

)

Total comprehensive income

-

35,870

-

-

35,870

Balance at 31 March 2024

121

525,108

47,680

3

572,912

Changes in equity

Dividends

-

(102,978

)

-

-

(102,978

)

Total comprehensive income

-

(198,875

)

-

-

(198,875

)

Balance at 31 March 2025

121

223,255

47,680

3

271,059

1.	STATUTORY INFORMATION

Delphic HSE Solutions 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 General Information page.

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

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The consolidated accounts incorporate the accounts of all subsidiary undertakings made up to the statement of financial position date prepared in accordance with the group's accounting policies; with the exception of Delphic HSE Pty Ltd, a dormant company registered in Australia, for which no accounts have been prepared or filed.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover

Turnover represent net invoiced sales of services, excluding value added tax.

Turnover represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the value due. Where a contract has only been partially completed at the statement of financial position date, turnover represents the value of the service provided to date based on a proportion of the total expected consideration at completion.

Tangible fixed assets

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

Improvements to property

-

20% on cost

Fixtures and fittings

-

25% on cost and 20% on cost

Motor vehicles

-

25% on cost

Computer equipment

-

33.33% on cost and 20% on cost

Government grants

Grants comprise amounts received and are recognised in the Income Statement once the relevant performance conditions have been met.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Foreign currencies

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

Operating leases

Rentals paid under operating leases are charged to the Consolidated Income Statement on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The parent company operates a defined contribution pension scheme. Contributions payable to the parent company's pension scheme are charged to the Consolidated Income Statement in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 55 (2024 - 56 ) .

4.	AUDITORS' REMUNERATION

The auditors' remuneration of £2,692 (2024: £7,096) relates to the Hong Kong subsidiary only.

5.	EXCEPTIONAL ITEMS

2025

2024

£

£

Software development

(142,872

)

(122,946

)

The above items are included within the operating profit of the parent company but are deemed to be one-off costs.

6.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these financial statements.

7.	TANGIBLE FIXED ASSETS

Group

Improvements

Fixtures

to

and

Motor

Computer

property

fittings

vehicles

equipment

Totals

£

£

£

£

£

COST

At 1 April 2024

42,513

33,971

351

60,361

137,196

Additions

-

2,755

-

7,242

9,997

Disposals

-

-

-

(1,616

)

(1,616

)

Exchange differences

(145

)

(251

)

-

(760

)

(1,156

)

At 31 March 2025

42,368

36,475

351

65,227

144,421

DEPRECIATION

At 1 April 2024

15,330

33,102

350

53,046

101,828

Charge for year

6,783

1,028

-

5,626

13,437

Eliminated on disposal

-

-

-

(1,616

)

(1,616

)

Exchange differences

(145

)

(241

)

-

(692

)

(1,078

)

At 31 March 2025

21,968

33,889

350

56,364

112,571

NET BOOK VALUE

At 31 March 2025

20,400

2,586

1

8,863

31,850

At 31 March 2024

27,183

869

1

7,315

35,368

Company

Improvements

Fixtures

to

and

Motor

Computer

property

fittings

vehicles

equipment

Totals

£

£

£

£

£

COST

At 1 April 2024

33,917

19,084

351

29,966

83,318

Additions

-

821

-

-

821

Disposals

-

-

-

(1,616

)

(1,616

)

At 31 March 2025

33,917

19,905

351

28,350

82,523

DEPRECIATION

At 1 April 2024

6,733

18,822

350

26,489

52,394

Charge for year

6,784

178

-

1,973

8,935

Eliminated on disposal

-

-

-

(1,616

)

(1,616

)

At 31 March 2025

13,517

19,000

350

26,846

59,713

NET BOOK VALUE

At 31 March 2025

20,400

905

1

1,504

22,810

At 31 March 2024

27,184

262

1

3,477

30,924

8.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 April 2024

and 31 March 2025

8,230

NET BOOK VALUE

At 31 March 2025

8,230

At 31 March 2024

8,230

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

Delphic HSE Solutions (HK) Limited

Registered office: Unit 210, 2/F, Building 16W, Phase Three, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong

Nature of business: Toxicology consultancy

%

Class of shares:

holding

Ordinary

100.00

2025

2024

£

£

Aggregate capital and reserves

1,142,199

525,698

Profit for the year

625,371

84,991

Delphic HSE (Europe) B.V.

Registered office: Lisdodde 83, 2408 LZ, Alphen aan den Rijn, Netherlands

Nature of business: Toxicology consultancy

%

Class of shares:

holding

Ordinary

100.00

2025

2024

£

£

Aggregate capital and reserves

(326,945

)

(355,480

)

Profit/(loss) for the year

20,684

(105,965

)

Delphic HSE Solutions LLC

Registered office: 3753 Howard Hughes Parkway, Suite 200 - 1277, Las Vegas, NV 89169, US

Nature of business: Toxicology consultancy

%

Class of shares:

holding

Ordinary

100.00

2025

2024

£

£

Aggregate capital and reserves

(112,073

)

(56,321

)

Loss for the year

(56,902

)

(64,362

)