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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

Climadesign Limited is a private company limited by shares incorporated in England and Wales. The registered office is CI Tower Part 3rd Floor, St. Georges Square, New Malden, England, KT3 4HG.

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 sterling, 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, except for certain financial instruments that are measured at fair value. The principal accounting policies adopted in the preparation of these financial statements are set out below.

The company is a qualifying entity as defined by FRS 102, being a member of a group where the parent company prepares publicly available consolidated financial statements intended to give a true and fair view of the financial position and performance of the group. As such, the company has applied the disclosure exemptions available under FRS 102, Section 1.12, and has exempted itself from the requirement to provide the following disclosures in its individual financial statements:

• Section 4 – Reconciliation of the opening and closing number of shares;

• Section 7 – Statement of cash flows and related disclosures;

• Sections 11 & 12 – Disclosures relating to financial instruments, including carrying amounts, interest income/expenses, net gains/losses, methods for fair value determination, collateral, defaults/breaches, and hedging information;

• Section 26 – Share-based payment disclosures, including expenses, fair value methods, and option movements;

• Section 33 – Related party disclosures concerning key management personnel compensation

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Ryan Jayberg Limited These consolidated financial statements are available from its registered office, Ci Tower Part 3rd Floor, St. Georges Square, New Malden, KT3 4HG.

The financial statements have been prepared on a going concern basis. The directors have assessed the Company’s financial position, current performance, and forecasts for the foreseeable future, including consideration of cash flows and existing client contracts.true

Based on this assessment, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the next 12 months and beyond. Accordingly, the financial statements have been prepared on a going concern basis.

Turnover represents the fair value of services provided, exclusive of VAT and is recognised as follows:

Design Services Revenue is recognised upon completion and delivery of design work to the client, when all significant obligations have been fulfilled, and the amount of revenue can be measured reliably.

In cases where projects span multiple reporting periods, revenue is recognised over time based on the stage of completion, provided there is a contractual agreement in place and the outcome of the project can be estimated reliably.

Where invoices are raised in advance of services rendered, the amounts are deferred and recognised as revenue when the services are actually delivered.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

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 credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

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.

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 company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.

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 company 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.

Equity instruments issued by the company 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 company.

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 company’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 when the company has 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.

In the application of the company’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 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 company assesses the recoverability of trade receivables at each reporting date. Management considers historical payment patterns, age of the debt, customer creditworthiness, and forward-looking information to estimate expected credit losses. A provision for impairment is made where there is objective evidence that the full amount may not be recoverable.

Depreciation is provided on all tangible fixed assets in order to write off their cost over their estimated useful economic lives. The estimation of an asset’s useful life has a material impact on the annual depreciation charge.

The directors regularly review the estimated useful lives and residual values of tangible fixed assets, considering factors such as expected usage, technological obsolescence, and past experience. Any changes in estimates are accounted for prospectively from the date of revision.

The company had no employees during the year (2024: none).

Trade debtors are classified as basic financial instruments and are initially recognised at the transaction price. The company has elected not to apply the effective interest method. Subsequently, trade debtors are measured at the amount expected to be received, net of any provision for impairment.

A provision for impairment is recognised when there is objective evidence that the company will be unable to collect all amounts due according to the original contractual terms. Impairment losses are recognised in the profit and loss account.

The comparative information presented in these financial statements for the year ended 31 December 2023 was not audited by us. The prior year’s financial statements were audited by a different auditor, who expressed an unqualified opinion.

Comparative figures have been reclassified where necessary to conform to the current year’s presentation. These reclassifications were made solely for the purpose of improving consistency and clarity and have no impact on prior year profit or net assets

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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.

Other matter - Comparative Figures

We draw attention to Note 7 to the financial statements, which explains that the comparative figures for the year ended 31 December 2023 were audited by a different audit firm, which issued an unqualified opinion on those financial statements.

Our audit opinion relates solely to the financial statements for the year ended 31 December 2024, which have been audited by us.

Our opinion is not modified in respect of this matter.

Climadesign Ltd is a wholly owned subsidiary of Ryan-Jayberg Ltd, a company incorporated in England and Wales. Ryan-Jayberg Ltd is the parent undertaking and controlling party, holding 100% of the issued share capital and voting rights of the company.

The consolidated financial statements of Ryan-Jayberg Ltd, which include the results of Climadesign Ltd, these are available at the Regristered office Ci Tower Part 3rd Floor, St. Georges Square, New Malden, KT3 4HG and are publicly available from the Registrar of Companies at Companies House, Crown Way, Cardiff, CF14 3UZ.