ACCOUNTS - Final Accounts preparation

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:

Registered number: 05351065

RJ URMSON COMMISSIONING ENGINEERS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE PERIOD ENDED 31 DECEMBER 2024

RJ URMSON COMMISSIONING ENGINEERS LIMITED

REGISTERED NUMBER:05351065

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

	31 December	Unaudited 30 June
	2024	2023
Note	£	£

Fixed assets
Intangible assets	4		923,624		30,000
Tangible assets	5		228,073		178,170
Investments	6		100		100
			1,151,797		208,270
Current assets
Stocks	7	48,087		49,581
Debtors: amounts falling due within one year	8	1,255,944		1,345,447
Cash at bank and in hand	9	149,249		34,679
		1,453,280		1,429,707
Creditors: amounts falling due within one year	10	(1,743,586)		(398,419)
Net current (liabilities)/assets			(290,306)		1,031,288
Total assets less current liabilities			861,491		1,239,558
Creditors: amounts falling due after more than one year	11		(29,965)		(102,857)
Provisions for liabilities
Deferred tax	14		(47,415)		(36,639)
Net assets			784,111		1,100,062

Capital and reserves
Called up share capital	15	100	100
Profit and loss account		784,011	1,099,962
		784,111	1,100,062

Page 1

RJ URMSON COMMISSIONING ENGINEERS LIMITED

REGISTERED NUMBER:05351065

STATEMENT OF FINANCIAL POSITION (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 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:

Benjamin Paul Hartley

Director

Date: 29 September 2025

The notes on pages 4 to 19 form part of these financial statements.

Page 2

RJ URMSON COMMISSIONING ENGINEERS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 July 2023 (unaudited)	100	1,099,962	1,100,062
Comprehensive income for the period
Profit for the period	-	304,049	304,049
Total comprehensive income for the period	-	304,049	304,049
Contributions by and distributions to owners
Dividends: Equity capital	-	(620,000)	(620,000)
Total transactions with owners	-	(620,000)	(620,000)
At 31 December 2024	100	784,011	784,111

The notes on pages 4 to 19 form part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 30 JUNE 2023

	Called up share capital	Restated Profit and loss account	Total equity
	£	£	£
At 1 July 2022 (unaudited)	100	969,644	969,744
Comprehensive income for the year
Profit for the year	-	455,318	455,318
Total comprehensive income for the year	-	455,318	455,318
Contributions by and distributions to owners
Dividends: Equity capital	-	(325,000)	(325,000)
Total transactions with owners	-	(325,000)	(325,000)
At 30 June 2023 (unaudited)	100	1,099,962	1,100,062

The notes on pages 4 to 19 form part of these financial statements.

Page 3

RJ URMSON COMMISSIONING ENGINEERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

1.	GENERAL INFORMATION

RJ Urmson Commissioning Engineers Limited is a private company limited by shares incorporated in England and Wales. The registered office is Alton House, Alton Road, Ross-on-Wye, Herefordshire, HR9 5BP.

2.ACCOUNTING POLICIES

2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

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 disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The functional and presentation currency for the Company during the year was GBP and the accounts are rounded to the nearest GBP.

The following principal accounting policies have been applied:

2.2

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 the 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 Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of HSL Compliance Group Limited as at 31st December 2024 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

2.3

EXEMPTION FROM PREPARING CONSOLIDATED FINANCIAL STATEMENTS

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 4

RJ URMSON COMMISSIONING ENGINEERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.4

GOING CONCERN

The company has net current liabilities of £290k, net assets of £784k and a profit of £304k for the 18 months ended 31 December 2024. Following acquisition of the parent company by HSL Compliance on 5 June 2024, the company has access to financial support from the group. Therefore, the review of going concern is conducted with consideration to the level of group financial support which may be realistically made available to the company.
The directors have prepared cash flow forecasts for a period to 30 September 2026 covering a period of at least 12 months from the date of approval of these financial statements which indicate that, taking account of reasonably possible downsides, the group and company have sufficient funds to meet its liabilities as they fall due for that period.
Following a change in ownership after the balance sheet date, as disclosed in note 19, the group was able to access further finance facilities including a £58m term loan, £50m acquisition facility and £10m revolving credit facility which remains undrawn at the date of signing these financial statements.
Consequently, the directors are confident that the group and company will have sufficient funds to continue to meet their liabilities as they fall due for at least 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis.

2.5

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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:

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 Company 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.

2.6

OPERATING LEASES: THE COMPANY AS LESSEE

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 5

RJ URMSON COMMISSIONING ENGINEERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.7

LEASED ASSETS: THE COMPANY AS LESSEE

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

2.8

INTEREST INCOME

Interest income is recognised in profit or loss using the effective interest method.

2.9

FINANCE COSTS

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.

2.10

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

2.11

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

Page 6

RJ URMSON COMMISSIONING ENGINEERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.12

CURRENT AND DEFERRED TAXATION

The tax expense for the period comprises current and deferred tax. 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 reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.13

INTANGIBLE ASSETS

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 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 Statement of comprehensive income over its useful economic life.

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.

The estimated useful lives range as follows:

Goodwill

years

Page 7

RJ URMSON COMMISSIONING ENGINEERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.14

TANGIBLE FIXED ASSETS

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using both the reducing balance and straight line methods:.

Depreciation is provided on the following basis:

Plant and machinery	-	15%	reducing balance
Motor vehicles	-	20%	reducing balance
Office equipment	-	15%	reducing balance
Computer equipment	-	33%	straight line

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.

2.15

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.16

STOCKS

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting 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.

2.17

DEBTORS

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.

2.18

CASH AND CASH EQUIVALENTS

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.

Page 8

RJ URMSON COMMISSIONING ENGINEERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.19

CREDITORS

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.

2.20

FINANCIAL INSTRUMENTS

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument.

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 Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the

Page 9

RJ URMSON COMMISSIONING ENGINEERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

2.20

FINANCIAL INSTRUMENTS (CONTINUED)

present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

2.21

DIVIDENDS

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

EMPLOYEES

The average monthly number of employees, including the Directors, during the period was as follows:

	2024	Unaudited 2023
	No.	No.

Employees	22	17

Page 10

RJ URMSON COMMISSIONING ENGINEERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

4.	INTANGIBLE ASSETS

		Goodwill
		£
	COST
	At 1 July 2023	180,000
	Additions	963,318
	At 31 December 2024	1,143,318
	AMORTISATION
	At 1 July 2023	150,000
	Charge for the period on owned assets	69,694
	At 31 December 2024	219,694
	NET BOOK VALUE
	At 31 December 2024	923,624
	At 30 June 2023 (unaudited)	30,000

Page 11

RJ URMSON COMMISSIONING ENGINEERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

5.	TANGIBLE FIXED ASSETS

	Plant and machinery	Motor vehicles	Office equipment	Computer equipment	Total
	£	£	£	£	£
COST OR VALUATION
At 1 July 2023 (unaudited)	145,834	161,770	34,561	38,742	380,907
Additions	9,592	105,445	7,776	23,731	146,544
Disposals	-	(75,119)	-	-	(75,119)
At 31 December 2024	155,426	192,096	42,337	62,473	452,332
DEPRECIATION
At 1 July 2023 (unaudited)	77,164	72,835	20,583	32,155	202,737
Charge for the period on owned assets	15,275	5,910	4,403	10,529	36,117
Charge for the period on financed assets	-	29,687	-	-	29,687
Disposals	-	(44,282)	-	-	(44,282)
At 31 December 2024	92,439	64,150	24,986	42,684	224,259
NET BOOK VALUE
At 31 December 2024	62,987	127,946	17,351	19,789	228,073
At 30 June 2023 (unaudited)	68,670	88,935	13,978	6,587	178,170


	Motor vehicles	116,133	51,662

Page 12

RJ URMSON COMMISSIONING ENGINEERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

6.	FIXED ASSET INVESTMENTS

		Investments in subsidiary companies
		£
	COST OR VALUATION
	At 1 July 2023	100
	At 31 December 2024	100

SUBSIDIARY UNDERTAKING
The following was a subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

Urmson Fire Specialists Ltd

Alton House, Alton Road, Ross-on-Wye, Herefordshire, HR9 5BP

Ordinary

100%

	Finished goods and goods for resale	48,087	49,581

Page 13

RJ URMSON COMMISSIONING ENGINEERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

DEBTORS

					31 December	Unaudited 30 June
					2024	2023
					£	£


Trade debtors	539,511	237,215
Amounts owed by group undertakings	434,821	366,427
Other debtors	154,194	531,999
Prepayments and accrued income	51,558	41,468
Tax recoverable	75,860	168,338
	1,255,944	1,345,447

Trade debtors are stated net of provision for bad debts of £13,360 (2023: £Nil).

Amounts owed by group undertakings are payable on demand and are interest free.

	Cash at bank and in hand	149,249	34,679

Page 14

RJ URMSON COMMISSIONING ENGINEERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

Bank loans	-	43,200
Trade creditors	126,279	66,634
Amounts owed to group undertakings	1,283,556	104,898
Corporation tax	-	43,357
Other taxation and social security	174,351	111,814
Obligations under finance lease and hire purchase contracts	46,350	10,488
Other creditors	1,549	1,678
Accruals and deferred income	111,501	16,350
	1,743,586	398,419

Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.


	Obligations under finance lease and hire purchase contracts	46,350	10,488

Details of security provided:

Obligations under finance leases are secured by fixed charges over the assets which they relate to.

Page 15

RJ URMSON COMMISSIONING ENGINEERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

Bank loans	-	82,800
Net obligations under finance leases and hire purchase contracts	29,965	20,057
	29,965	102,857


	Net obligations under finance leases and hire purchase contracts	29,965	20,057

Details of security provided:

Obligations under finance leases are secured by fixed charges over the assets which they relate to.

AMOUNTS FALLING DUE WITHIN ONE YEAR
Bank loans	-	43,200
AMOUNTS FALLING DUE 1-2 YEARS
Bank loans	-	82,800


	-	126,000

The bank loan was secured by a fixed and floating charge over the Company's assets. This Bank loan was repaid early as part of the HSL takeover.

Page 16

RJ URMSON COMMISSIONING ENGINEERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

Within one year	46,350	10,488
Between 1-5 years	29,965	20,057
	76,315	30,545

Obligations under finance leases are secured by fixed charges over the assets they relate to.

14.	DEFERRED TAXATION

		2024
		£

	At beginning of year	(36,639)
	Charged to profit or loss	(10,776)
	AT END OF YEAR	(47,415)

Accelerated capital allowances	(36,639)	(36,865)
Fixed asset differences	(13,087)	-
Short term differences	2,311	226
	(47,415)	(36,639)

Page 17

RJ URMSON COMMISSIONING ENGINEERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

AUTHORISED, ALLOTTED, CALLED UP AND FULLY PAID

100 (2023: 100) Ordinary shares of £1.00 each	100	100

The shares have full rights with regards to voting, participation and dividends.

16.	PRIOR YEAR ADJUSTMENT

In the year ended 30 June 2023 dividends received from a subsidiary, Urmson Fire Specialists Limited, were not recognised by the Company, and dividends paid to the parent, R J Urmson Group Limited, were similarly not recognised. The net impact on the Statement of Comprehensive Income was a credit of £325,000, the net impact on the reserves of the Company was £Nil, and the impact on net assets was £Nil.

17.	PENSION COMMITMENTS

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £37,498 (2023: £11,060). Contributions totalling £10,146: £2,814) were payable to the fund at the balance sheet date and were included in creditors.

18.	RELATED PARTY TRANSACTIONS
	The Company has taken advantage of the exemption under FRS 102 from disclosing transactions with other wholly owned group companies.

19.	POST BALANCE SHEET EVENTS

HSL Compliance Group Limited prepares financial statements into which the results of the Company are consolidated. On 28 March 2025, 100% of the ordinary share capital of HSL Compliance Group Limited was purchased by Mariner Bidco Limited, an investment holding company ultimately controlled by IK Investment Partners AIFM, a private limited liability company incorporated in Luxembourg which acts as manager of the IK Small Cap III Fund No.1 SCSp and IK Small Cap III Fund No.2 SCSp.

Page 18

RJ URMSON COMMISSIONING ENGINEERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

20.	CONTROLLING PARTY

The Company's immediate parent is RJ Urmson Group Limited, a company incorporated in England and Wales and domiciled in England.

The group to consolidate these financial statements is HSL Compliance Group Limited, a company registered in England and Wales at Alton House Alton Business Park, Alton Road, Ross-On-Wye, Herefordshire, United Kingdom, HR9 5BP.
Copies of the consolidated financial statements prepared by HSL Compliance Group Limited can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
The ultimate controlling party is IK Investment Partners AIFM, a private limited liability company incorporated in Luxembourg which acts as manager of the IK Small Cap III Fund No.1 SCSp and IK Small Cap III Fund No.2 SCSp.

21.	AUDITORS' INFORMATION

The auditors' report on the financial statements for the period ended 31 December 2024 was unqualified.

The audit report was signed on 30 September 2025 by David Butler FCA (Senior statutory auditor) on behalf of Bishop Fleming Audit Limited.

Page 19