REGISTERED NUMBER: 00949364

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 30 September 2024

for

Pactrol Controls Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

G Findlay

L Washbourn

B Thompson

B Watson

C Eyre

REGISTERED OFFICE:

Unit 3 The Three Sisters Enterprise Park

Antler Court

Ashton In Makerfield

Wigan

WN4 8DU

REGISTERED NUMBER:

00949364

AUDITORS:

Bennett Brooks & Co Limited

Chartered Accountants

& Statutory Auditors

St George's Court

Winnington Avenue

Northwich

Cheshire

CW8 4EE

The directors present their strategic report for the year ended 30 September 2024.

The principal activity of the company is the design, development and distribution of electronic safety and efficiency related items of control equipment for the gas fired and electric heating appliance industry - both domestic and commercial. These products are manufactured by a third-party company which is based in Hungary.

Pactrol Controls have designed and manufactured controls for the heating industry for over 50 years. Our controls suit a range of appliances including, warm air heaters, radiant tubes heaters, domestic and industrial boilers, heat interface units and commercial catering appliances.

We pride ourselves in working closely with appliance manufacturers to tailor the solution to their specific needs. Our solutions range from ready-made with adjustable parameters to bespoke solutions. We have extensive experience in designing and approving for different regions including CE, UKCA, CSA and AGA .

The Pactrol brand of products continues to support & maintain its place in the heating industry sector. The strategic direction for the management team is to increase market presence by working closely with our trusted trading partners to develop new products and venture into other neighbouring markets to pursue sales growth.

REVIEW OF BUSINESS

Turnover for the year ended 30 September 2024 was £3,903,000 compared to £4,431,000 for the year ended 30 September 2023. This represents a decrease of 11.9%, which was expected given trends in market. Gross profit decreased from £1,430,000 for the year ended 30 September 2023 to £1,068,000 for the year ended 30 September 2024. Distribution costs reduced to £83,000 (2023: £87,000) and administrative costs increased to £1,439,000 (2023: £98,000) due to foreign exchange losses compared with gains in the prior year.

The decline in sales is due to general softness in the market. Additionally, Pactrol experienced inflationary pressures on wages and other spending, and incurred additional costs move a new product line to the business.

Dividend income from subsidiary companies decreased from £14,268,000 in the year ended 30 September 2023 to £10,722,000 in the year ended 30 September 2024, a decrease of £3,546,000. The corporation tax charge decreased by £542,000 mainly as a result of irrecoverable withholding tax suffered on certain intercompany dividends received from overseas subsidiaries being less in the year compared to the prior year.

In the current year, the ultimate parent recognised accelerated amortisation of goodwill of £25,494,000, resulting in the same value of impairment being recognised against the investments value. Following this, a further impairment review was undertaken, resulting in a total impairment charge of £47,342,000.

On 15 April 2024, a reduction of share premium from £219,118,000 to £nil was completed.

Interest expense decreased to £nil in FY24 due to the repayment of loans created at the change in control.

PRINCIPAL RISKS AND UNCERTAINTIES

The cost of living and inflation is a concern for all. We leverage the best market price wherever possible to ensure competitive edge in our marketplace.

We are well placed to offer smart, energy efficient electronics that support the change to a greener, sustainable heating systems.

Our Parent Company has a complete ESG policy, which is followed by all group companies, including Pactrol Controls Limited.

SECTION 172(1) STATEMENT

In accordance with section 172(1) of the Companies Act 2006, the directors of Pactrol Controls Limited acknowledge their duty to act in a way that promotes the success of the company for the benefit of its members as a whole, while having regard to a range of stakeholder interests. Throughout the year ending 30 September 2024, the directors have carefully considered the impact of their decisions on employees, customers, suppliers, the environment, and the local community. The directors believe that acting in the long-term interests of these stakeholders will contribute to the sustainable success of the company. Key considerations during the year include:

Long-Term Decisions

The directors took into account the long-term success of the business when making decisions. The focus has been on maintaining financial stability, managing cash flow effectively, and positioning the company for growth in a competitive market. Investments in core areas, such as product development and operational efficiency, were made with the future sustainability of the business in mind.

Employees

The welfare and development of employees are critical to the company's success. The directors work with local leadership team to maintain a close relationship with the workforce, fostering open communication and providing a positive working environment. Support was offered through flexible working arrangements and training programs aimed at upskilling employees and enhancing their job satisfaction. One training conducted included unconscious bias in support of a positive working environment

Customers and Suppliers

Strong relationships with both customers and suppliers are key to the company's operations. The directors work with functional leadership teams to establish regular engagement with customers to ensure their needs were met, and continued to provide a high level of service. Supplier relationships were also carefully managed to ensure supply chain continuity and fairness in pricing. The company works closely with key partners to ensure mutual long-term success.

Community and Environment

The directors recognise the company's role within the local community and its responsibility to minimize its environmental impact. In 2023, the company introduced measures to reduce energy consumption. This focus reflects the company's commitment to being a responsible corporate citizen.

Business Conduct

The directors are committed to maintaining a high standard of business conduct and acting with integrity. This year, the company continued to uphold its values of honesty, transparency, and ethical decision-making in all its operations. All directors and employees are expected to adhere to these values, ensuring the company's reputation remains strong. 100% of employes and directors went through our annual ethics certification process and Conflict of Interest disclosures process.

Fairness Between Shareholders

The directors are committed to acting fairly between members of the company. In making decisions, the directors have carefully considered the interests of all shareholders, ensuring that the long-term success of the company aligns with the interests of its members.

Key Performance Indicators

2024

2023

£'000

£'000

Turnover

3,903

4,431

Gross Profit

1,068

1,430

Gross Profit Margin

27.4%

32.3%

The performance of the Company during 2024 has seen a decrease in turnover by 12% which was expected due to the softness in the market and a reduction in gross profit from last year of 25%, this is predominantly due to the full year impact of the new products manufactured at the facility.

Risks and Opportunities

The directors have identified the need to manage the company's material financial risks which are principally inflation and foreign exchange risk as follows:

- Cost of Living and Inflation

The cost of living and inflation is a concern for all. We leverage the best market price wherever possible to ensure competitive edge in our marketplace. We are well placed to offer smart, energy efficient electronics that support the change to a greener, sustainable heating systems.

- Foreign exchange risk

The company's activities are primarily in GBP as well as using US Dollars and Euros. The directors monitor the exposure, at present there is not real requirement to use derivative instruments by the company at the time during the year.

- Credit Risk

The company does not consider credit risk to be significant due to stringent management of payment terms. Aged receivables reports are reviewed by the directors on a monthly basis.

In addition to the financial risks mentioned above, the company monitors changes in legislation in relation to our products and services. The company has a long history of managing the risks through audits and regular certification.

Environmental, Social, and Governance (ESG) Considerations

Our Parent Company has a complete ESG policy, which is followed by all group companies, including Pactrol Controls Limited. This includes and annual ESG Report that is undertaken and published on the website and a silver rating for sustainability from Ecovadis. Equally, Pactrol Controls Limited is ISO 9001: 2015 certified and also have UKCA and EU surveillance certificates.

ON BEHALF OF THE BOARD:

B Watson - Director

29 September 2025

The directors present their report with the financial statements of the company for the year ended 30 September 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of design, development and distribution of electronic safety and efficiency related items of control equipment for the gas fired and electric heating appliance industry.

DIVIDENDS

Interim dividends of £20m (2023: £nil) have been recognised during the year. No final dividends have been proposed.

SHARE CAPITAL

Following a special resolution dated 15 April 2024, the share premium account was reduced from £219,118,000 to £nil, with the balance credited to retained earnings.

DIRECTORS

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

G Findlay

L Washbourn

B Thompson

B Watson

Other changes in directors holding office are as follows:

J A Furber - resigned 4 June 2024

R Portz - resigned 20 August 2024

C Eyre was appointed as a director after 30 September 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable 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 company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Bennett Brooks & Co Limited will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

B Watson - Director

29 September 2025

Opinion

We have audited the financial statements of Pactrol Controls Limited (the 'company') for the year ended 30 September 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 September 2024 and of its loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation and regulations which govern the preparation of financial statements, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue, through management bias in manipulation of accounting estimates or accounting for significant transactions outside the normal course of business. Audit procedures performed included:

- Enquiry of management around actual and potential litigation and claims and instances of non-compliance with laws and regulations

- Auditing the risk of management override of controls, through testing journal entries and other adjustments for appropriateness, testing accounting estimates (because of the risk of management bias), and evaluating the business rationale of significant transactions outside the normal course of business; and

- Reviewing financial statement disclosures and agreeing to supporting documentation to assess compliance with applicable laws and regulations.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

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

Jason Leach FCA (Senior Statutory Auditor)

for and on behalf of Bennett Brooks & Co Limited

Chartered Accountants

& Statutory Auditors

St George's Court

Winnington Avenue

Northwich

Cheshire

CW8 4EE

30 September 2025

TURNOVER

3

3,903

4,431

Cost of sales

(2,835

)

(3,001

)

GROSS PROFIT

1,068

1,430

Distribution costs

(83

)

(87

)

Administrative expenses

(1,439

)

(98

)

OPERATING (LOSS)/PROFIT

5

(454

)

1,245

Income from shares in group undertakings

10,722

14,268

Interest receivable and similar income

6

367

71

10,635

15,584

Amounts written off investments

7

(47,342

)

-

(36,707

)

15,584

Interest payable and similar expenses

8

-

(255

)

(LOSS)/PROFIT BEFORE TAXATION

(36,707

)

15,329

Tax on (loss)/profit

9

(1,070

)

(1,612

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(37,777

)

13,717

(LOSS)/PROFIT FOR THE YEAR

(37,777

)

13,717

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR

(37,777

)

13,717

FIXED ASSETS

Tangible assets

11

46

16

Investments

12

154,105

201,447

154,151

201,463

CURRENT ASSETS

Stocks

13

552

445

Debtors

14

16,298

8,928

Cash at bank

505

1,184

17,355

10,557

CREDITORS

Amounts falling due within one year

15

(45,359

)

(28,112

)

NET CURRENT LIABILITIES

(28,004

)

(17,555

)

TOTAL ASSETS LESS CURRENT LIABILITIES

126,147

183,908

PROVISIONS FOR LIABILITIES

17

(202

)

(186

)

NET ASSETS

125,945

183,722

CAPITAL AND RESERVES

Called up share capital

18

1,524

1,524

Share premium

-

219,118

Retained earnings

124,421

(36,920

)

SHAREHOLDER FUNDS

125,945

183,722

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

B Watson - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£'000

£'000

£'000

£'000

Balance at 1 October 2022

1,524

(50,637

)

219,118

170,005

Changes in equity

Total comprehensive income

-

13,717

-

13,717

Balance at 30 September 2023

1,524

(36,920

)

219,118

183,722

Changes in equity

Dividends

-

(20,000

)

-

(20,000

)

Total comprehensive loss

-

(37,777

)

-

(37,777

)

Share premium reduction

-

219,118

(219,118

)

-

Balance at 30 September 2024

1,524

124,421

-

125,945

1.	STATUTORY INFORMATION

Pactrol Controls Limited (the "Company") is a private company, limited by shares and incorporated and domiciled in the UK. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (FRS 102) and the requirement of the Companies Act 2006 and under the historical cost convention.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are round to the nearest £'000.

Financial Reporting Standard 102 - reduced disclosure exemptions

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

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Pactrol Controls Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Sensience Inc, 570 Polaris Parkway Westerville, OH 43082 USA, which are publicly available.

Significant judgements and estimates

Estimates

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year are addressed below:

i) Investment impairment

Annually, the company considers whether the investments held are impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the carrying value of the investment, based on calculations which estimate future cash flows.

ii) Taxes

There are some areas of judgement in compiling current and deferred tax charges and these are referenced in the Accounting Policies section; Taxation.

iii) Dilapidations provision

Provision is made for dilapidations. This requires management's best estimate of the expenditure that will be incurred based on contractual requirements. In addition, the timing of the cash flows and the discount rates used to establish net present value of the obligations require management's judgement.

iv) Stock provision

The requirement for a stock provision is sensitive to changes in the trading market, condition of the stock and estimates relating to future net realisable values. The requirement for a stock provision is re-assessed annually by directors and other key management. The provision is amended where necessary to reflect current estimates.

Turnover

Turnover represents the amounts (excluding value added tax) derived from the provision of goods and services to customers in accordance with the company's terms and conditions of sale. It is group policy that the seller bears the risk over goods until they reach their destination.

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Where parts of an item of tangible fixed assets have different useful lives, they are accounted for as separate items of tangible fixed assets, for example land is treated separately from buildings.

The company assesses at each reporting date whether tangible fixed assets are impaired.

Depreciation is charged to the profit and loss account on a straight-line basis over the estimated useful lives of each part of an item of tangible fixed assets. The useful lives are as follows:

- Plant and Machinery - between 3 and 10 years

- Land and Buildings - up to 10 years

- Computer Equipment - over 5 years

Depreciation methods, useful lives and residual values are reviewed if there is an indication of a significant change since the last annual reporting date in the pattern by which the company expects to consume an asset's future economic benefits.

Investments in subsidiaries

Investment in subsidiaries and associates are stated at cost less, where appropriate, provisions for impairment.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the first-in first-out principle and includes expenditure incurred in acquiring the stocks and bringing them 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.

Financial instruments

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;

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.

Impairment of financial assets;

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.

Derecognition of financial assets;

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

Classification of financial liabilities;

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;

Basic financial liabilities, including creditors and bank loans 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.

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.

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.

Derecognition of financial liabilities;

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

Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. The following timing differences are not provided for: differences between accumulated depreciation and tax allowances for the cost of a fixed assets if and when all conditions for retaining the tax allowances have been met; and differences relating to investments in subsidiaries, to the extent that it is not probable that they will reverse in the foreseeable future and the reporting entity is able to control the reversal of the timing difference. Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax changes or allowances are greater or smaller than the corresponding income or expense.

Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax balances are not discounted.

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.

Foreign currencies

Transactions in foreign currencies are translated to the Company's functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on translation are recognised in the profit and loss account.

Operating leases

Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation, in which case the payments related to the structured increases are recognised as incurred. Lease incentives are recognised in profit and loss over the term of the lease as an integral part of the total lease expense.

Employee benefits

Defined contribution plans

A Defined contribution plan is a post-employment benefit plan under which the company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contributions are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees.

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.

Research and development

Expenditure on research and development is charged against profits in the year in which it is incurred, except for expenditure on tangible fixed assets, which is depreciated in the normal manner.

Provisions

A provision is recognised in the balance sheet when the company has a present legal or constructive obligation as a result of a past event, that can be reliably measured, and it is probably that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date.

Reserves

Share premium

The share premium account reflects the difference between the nominal value of shares issued and the fair value of the shares.

Income from shares in group undertakings

Dividend income from the company's investments in subsidiaries is recognised when the Company's right to receive payment is established. Dividend income received from subsidiaries is reported net of any foreign exchange gains or losses incurred.

3.

TURNOVER

The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2024

2023

£'000

£'000

United Kingdom

3,179

3,793

Europe

632

436

Rest of the world

92

202

3,903

4,431

4.	EMPLOYEES AND DIRECTORS

2024

2023

£'000

£'000

Wages and salaries

652

624

Social security costs

75

60

Other pension costs

58

50

785

734

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

2024

2023

No.

No.

Sales and administration

7

9

Production

8

5

15

14

The emoluments of the directors are set out below:

2024

2023

£'000

£'000

Emoluments

156

152

Pension costs

15

13

171

165

No.

No.

Number of directors accruing benefits under money purchase schemes

2

2

5.	OPERATING (LOSS)/PROFIT

The operating profit (2023 - loss) is stated after charging:

2024

2023

£'000

£'000

Depreciation - owned assets

5

3

Operating leases - Property

74

74

Hire of plant and machinery

4

3

Foreign exchange loss/(gain)

285

(842

)

Research and development

8

202

Stock impairment

88

44

- Audit of the financial statements

43

38

- Preparation of the financial statements

6

5

6.

INTEREST RECEIVABLE AND SIMILAR INCOME

2024

2023

£'000

£'000

Intercompany loan interest

367

71

7.

AMOUNTS WRITTEN OFF INVESTMENTS

2024

2023

£'000

£'000

Impairment of investments in subsidiaries

47,342

-

Following the group reorganisation connected with the change in control in the year ended 30 September 2022, the company became the parent to a number of international subsidiaries. In the year ended 30 September 2023 dividends of £14,268,000 were received from subsidiaries and, following a detailed review, no impairment was recognised. In the year ended 30 September 2024, dividends of £10,722,000 were received from subsidiaries and an impairment charge of £47,342,000 was recognised. See note 12.

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£'000

£'000

Intercompany loan interest

-

255

9.

TAXATION

Analysis of the tax charge

The tax charge on the loss for the year was as follows:

2024

2023

£'000

£'000

Current tax:

UK corporation tax

-

36

Tax on dividends

1,070

1,576

Tax on (loss)/profit

1,070

1,612

UK corporation tax has been charged at 25% (2023 - 22%).