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Registered number: SC600760
SEM ENERGY (HOLDINGS) LIMITED
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2024
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SEM ENERGY (HOLDINGS) LIMITED
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COMPANY INFORMATION
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AAB Audit & Accountancy Limited
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SEM ENERGY (HOLDINGS) LIMITED
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CONTENTS
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Directors' responsibilities statement
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Consolidated balance sheet
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Consolidated statement of changes in equity
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Company statement of changes in equity
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Notes to the financial statements
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SEM ENERGY (HOLDINGS) LIMITED
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors are responsible for preparing the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group 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 for the Group's financial statements 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 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Page 1
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SEM ENERGY (HOLDINGS) LIMITED
REGISTERED NUMBER:SC600760
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CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Capital redemption reserve
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Equity attributable to owners of the parent Company
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Non-controlling interests
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Page 2
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SEM ENERGY (HOLDINGS) LIMITED
REGISTERED NUMBER:SC600760
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CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 8 to 18 form part of these financial statements.
Page 3
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SEM ENERGY (HOLDINGS) LIMITED
REGISTERED NUMBER:SC600760
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COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Capital redemption reserve
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Profit and loss account brought forward
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Other changes in the profit and loss account
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Profit and loss account carried forward
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The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
Page 4
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SEM ENERGY (HOLDINGS) LIMITED
REGISTERED NUMBER:SC600760
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COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 8 to 18 form part of these financial statements.
Page 5
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SEM ENERGY (HOLDINGS) LIMITED
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Capital redemption reserve
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Non-controlling interests
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Shares cancelled during the year
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Shares issued during the year
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Transfer to/from profit and loss account
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The notes on pages 8 to 18 form part of these financial statements.
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Page 6
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SEM ENERGY (HOLDINGS) LIMITED
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Capital redemption reserve
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Shares cancelled during the year
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Shares issued during the year
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Transfer to/from profit and loss account
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The notes on pages 8 to 18 form part of these financial statements.
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Page 7
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SEM ENERGY (HOLDINGS) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The company is a private limited company registered in the United Kingdom. The registered office is CMS, 1 West Regent Street, Glasgow, G2 1AP.
The principal activity of the company is that of a holding company, and also to provide personnel to the group. The principal activity of the subsidiaries is the research and development of environmentally friendly waste solution products.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The group reported a loss of £1,826,088 (2023 - £3,289,577) for the year and has net liabilities of £4,152,005 (2023 - £2,325,788). As a result, there is a material uncertainty with regards to the going concern basis.
Since the year end the current investor has confirmed they will invest a further tranche of £2.5m to deliver the first H2OPE unit. The directors have prepared forecasts and this shows as the Group moves to the commercialisation phase of the H2OPE technology there is a requirement for additional funding. The current investor has confirmed they are committed to supporting the company and are aware that additional loan notes will be required to support with the working capital needs. There is no signed agreement in place as at the date of signing of the accounts and as a result there is uncertainty with regards to the going concern basis of the financial statements. However the directors are confident with regards to the future and have continued to adopt the going concern basis of accounting in preparing the annual financial statements.
Page 8
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SEM ENERGY (HOLDINGS) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Page 9
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SEM ENERGY (HOLDINGS) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
All costs incurred in relation to research and development are written off to the statement of comprehensive income as incurred.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Group contributes to a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in the Consolidated statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.
Page 10
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SEM ENERGY (HOLDINGS) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Page 11
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SEM ENERGY (HOLDINGS) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
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The average monthly number of employees, including the directors, during the year was as follows:
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The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL)
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Page 12
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SEM ENERGY (HOLDINGS) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
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Page 13
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SEM ENERGY (HOLDINGS) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
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Page 14
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SEM ENERGY (HOLDINGS) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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SEM Energy (Holdings) Limited owns 100% of the issued share capital in SEM Energy Limited, a company registered in the United Kingdom.
SEM Energy Limited also owns 85% of the share capital in SEM Energy B.V, a company registered in Holland.
SEM Energy (Holdings) Limited held 100% of the issued share capital in the following companies until th date of dissolution during the year:
Enren Technologies Ltd - a company registered in the United Kingdom (dissolved May 2023).
Epona Technologies Limited - a company registered in the United Kingdom (dissolved May 2023).
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Raw materials and consumables
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The difference between purchase price or production cost of stocks and their replacement cost is not material.
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Page 15
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SEM ENERGY (HOLDINGS) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Due after more than one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Page 16
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SEM ENERGY (HOLDINGS) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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Other loans comprise of three loans from investors and they are interest bearing at 12% per annum. There are no agreed repayment terms, however the loans will not be recalled within 12 months from the date of signing the financial statements.
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Allotted, called up and fully paid
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50,000 (2023 - 50,000) A1 Ordinary shares of £0.10 each
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152,239 (2023 - 152,239) A Ordinary shares of £0.01 each
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10,670 (2023 - 10,670) B Ordinary shares of £0.10 each
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50,000 (2023 - 50,000) C Ordinary shares of £0.01 each
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2,500 (2023 - 2,500) D Ordinary shares of £0.10 each
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2,680 (2023 - 3,974) E Ordinary shares of £0.10 each
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A1, A , B and D shares carry full voting rights and dividend rights.
C shares do not carry any voting or dividend rights.
E shares carry full voting rights but do not carry dividend rights.
Upon distribution of assets on a liquidation or return of capital, A and B shares rank in priority to any other classes of shares.
During the year there were 25,000 C shares and 3,420 E shares that were re-purchased and and then cancelled.
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The Group contributes to a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling £8,328 (2022 - £13,610) were payable to the fund at the Balance sheet date and are included within creditors.
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SEM ENERGY (HOLDINGS) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Related party transactions
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The Group has taken advantage of the exemption given by section 1AC.35 of FRS 102, which allows exemption from disclosure of related party transactions with Group companies which are 100% owned.
During the year there were movements on a loan with a director. The balance outstanding at the year end was £835 due to the director.
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There is no ultimate controlling party of SEM Energy (Holdings) Limited.
The auditor's report on the financial statements for the year ended 31 December 2024 was unqualified.
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In their report, the auditor emphasised the following matter without qualifying their report:
We draw attention to note 2.3 in the financial statements, which identifies the existence of events or conditions that indicate that a material uncertainty exists that may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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.
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The audit report was signed on 19 September 2025 by Derek Mair (Senior statutory auditor) on behalf of AAB Audit & Accountancy Limited.
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